Please read this Consultation Agreement carefully before booking a consultation with Leesa Klich.
This Agreement is entered into and effective as of the date the checkbox was checked while booking a consultation (“Effective Date”) by and between 2720321 ONTARIO INC., o/a Leesa Klich, having a principal place of address in Ontario, Canada (“Consultant”) and the person who booked the consultation and checked the box (“Client”).
WHEREAS Consultant offers services in accord with the terms of this agreement (“Agreement”), and
WHEREAS Client seeks the services provided by Consultant.
NOW THEREFORE, in consideration of the mutual promises and benefits contained in the Agreement, the Parties hereby agree as follows:
1. SERVICES PROVIDED BY THE CONSULTANT
The Consultant shall provide writing, editing, marketing, or health research consultation services (“Services”) for websites, blogs, or emails as discussed during the consultation.
2. OBLIGATIONS OF CLIENT
The Client shall pay the Consultant a fee as described while booking the consultation. During the term of this agreement, upon your request and our concurrence, the scope of our engagement may be expanded to cover additional Services at which point a Proposal will be issued to reflect that scope.
3. TERM AND TERMINATION
This Agreement shall govern all consultations completed for a period of 1 (one) year from the effective date, and may be renewed by the parties thereafter, or supplemented via additional Proposals.
Should the Client wish to renew this Agreement, the Client shall give notice to the Consultant no less than 14 (fourteen) calendar days prior to the expiration of this Agreement.
If the Client fails to respond to communication from the Consultant regarding the consultations to be performed under this Agreement within 14 days of such communication, then this Agreement shall terminate automatically. In the event of such automatic termination, the Consultant will not refund payments made by the Client.
Either party may terminate this Agreement for any reason by providing written 7 (seven) calendar days notice to the other party.
If this Agreement is terminated after the Consultant commences work under this Agreement, any fees paid by the Client prior to termination will not be refunded, and the Consultant reserves the right to seek compensation for work done prior to termination. If this Agreement is terminated prior to the Consultant commencing work under this Agreement, a kill fee of 25% of the total project cost will apply.
4. INTELLECTUAL PROPERTY
During the course of the work under this Agreement, the Consultant will provide the Client with documents (“Deliverables”). The intellectual property ownership for all Deliverables provided by the Consultant shall transfer to the Client only after the Client pays all fees due.
The Consultant retains the right to use or display such Deliverables in her portfolio of work, future educational publications, and in the marketing, advertising, or promotion of the Consultant’s services. If for any reason the Client does not feel comfortable with having their work included in the Consultant’s portfolio of work, it is the duty of the Client to notify the Consultant.
The Consultant is not responsible for trademark searches, trademark registration, copyright registration or any other service related to the protection of legal rights in the Client’s Deliverables.
Digital files may become corrupted or erased with improper use, and storage media (e.g., DVDs) may degrade over time. It is the Client’s responsibility to ensure the safekeeping and stability of all files once the Consultant has released them to the Client.
At the option of the Consultant, the Client may credit the Consultant for the work developed under this Agreement.
The Client hereby indemnifies, saves, and holds harmless the Consultant for any liabilities, damages, losses, costs, or expenses arising out of any claim, demand, or action by a third party alleging infringement arising out of the Client’s use of Deliverables provided by the Consultant under this Agreement.
5. LIMITATION OF LIABILITY
Writing, editing, and consulting are processes of offering content, advice, and suggestions to the Client. While the Consultant will make every effort to create, edit, and advise the Client to the best of her ability, it is not possible to guarantee error-free content or any other results or outcomes.
The Client is responsible for accepting (or rejecting) the Consultant’s suggestions and resolving any issues identified by the Consultant. Rejecting or disliking the Consultant’s suggestions is not a basis for refusing to pay the fees outlined in this Agreement.
In no event shall either party have any liability to the other party for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage and,
In no event shall a party’s liability exceed the fees paid under this Agreement, whether in contract, tort, or under any other theory of liability.
The Consultant and the Client each warrant that they are authorized to enter this Agreement. Except for this warranty, neither party makes any other warranties, express or implied.
The Client acknowledges that Consultant cannot guarantee error-free content or any other results or outcomes from the services provided under this Agreement.
Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, finances, accounting, operating, performance, know-how, business and process information shall be treated by the Consultant in the strictest of confidence and not disclosed to third parties or used by the Consultant for any purpose other than for providing the Client with the services specified in this Agreement without the Client’s express written consent.
Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by the Consultant, (b) was in the Consultant’s possession prior to receipt from the disclosure, (c) is received by the Consultant independently from a third party free to disclose such information, or (d) is independently developed by the Consultant without use of the Client’s Confidential Information.
Neither party may disclose the terms of this Agreement without the other party’s prior written approval, unless such disclosure is compelled by a court of law.
8. INDEPENDENT CONTRACTOR
This Agreement shall not render the Consultant an employee, partner, agent of, or joint venturer with the Client for any purpose. The Consultant is and will remain an independent contractor in its relationship to the Client.
The Consultant is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity.
The Consultant shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. The Consultant shall be responsible to the ownership and management of the Client, but the Consultant will not be required to follow or establish a regular or daily work schedule. The Consultant and Client agree to conform to any and all tax tests necessary to establish and demonstrate the independent contractor relationship between the Client and Consultant.
The Consultant will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and Provincial law. The Client shall not be responsible for withholding taxes with respect to the Consultant’s compensation.
The Consultant shall have no claim against the Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
The Consultant reserves the right to use independent subcontractors to provide services to the Client under this agreement. All such independent subcontractors shall be bound by the terms of this Agreement, including but not limited to the terms in sections 7 (seven) and 8 (eight) of this Agreement.
9. GOVERNING LAW, VENUE, MEDIATION
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its choice-of-law or conflict-of-law provisions.
The Parties agree that, prior to filing a lawsuit with respect to any dispute, controversy, or claim concerning this Agreement (collectively and individually, “Dispute”), they will make a good faith attempt to resolve the Dispute, in writing, within 30 business days. If no resolution can be determined, the parties will submit the Dispute to mediation, the procedure for which shall be mutually agreed upon by the Parties (“Mediation”). The Parties agree to share equally any costs or fees resulting from engagement of a mediator and or the hiring of an appropriate forum for the Mediation. The Parties agree to pay their own individual expenses incurred in the Mediation (including, without limitation, the cost of each Party’s independent counsel or other representative(s)). Should such Mediation fail, the Parties agree that the exclusive venue for any unresolved Dispute is an appropriate court located within the Province of Ontario.
Any provision of this Agreement that, by its terms, is intended to continue to apply after any termination or expiration of this Agreement, shall survive such termination or expiration and continue to apply in accordance with its terms. This includes, but is not limited to, section 4 of this Agreement.
This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns provided, however, that the Client may not assign any of its rights under this Agreement except to a wholly-owned subsidiary entity of the Client. No such assignment by the Client to its wholly-owned subsidiary shall relieve the Client of any of its obligations or duties under this Agreement.
12. HEADINGS; STRICT CONSTRUCTION
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent of any provisions of the Agreement. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties agree that this Agreement shall be construed impartially between the Parties without regard to which Party may or may not be considered the drafter or scrivener of the Agreement.
13. NO IMPLIED WAIVER
The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
14. ENTIRE AGREEMENT
This Agreement and Proposal(s) constitutes the final and entire agreement between the Parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, representations, and or understandings, whether written or oral, between the Parties.
15. AMENDMENTS; MODIFICATIONS
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
Any additions or changes to the project may modify this Agreement, may change the due date, and may be billed as additional work.
The Consultant will keep the Client informed of additional work that is required or recommended and request the Client’s approval for any additional work, associated expenses, and change in the project deadline.
Time spent doing any additional work will be charged at the hourly rate of $200.00. This includes meetings whether conducted in person, by phone, or electronically.
Rush Work: Any work required before an agreed deadline or rush work that is needed to compensate for targets missed by the Client is not guaranteed. The Consultant will confirm whether it is possible and work will incur a surcharge of 25% for that portion of the work.
The Client and Consultant agree that requests for additional work and renegotiated fees will be in writing and will require an amendment to the Agreement or Proposal.
If any term, provision, covenant, or condition of this Agreement shall be found to be illegal or otherwise unenforceable, this finding shall not invalidate the whole of the Agreement. Rather, the remainder of the Agreement shall remain in full force and effect, and the offending provision shall be deemed modified or stricken to the extent necessary to render such provision or the rest of the Agreement enforceable. The rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent permissible the Parties intent set forth in the original Agreement.
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving Party if sent by registered or certified mail (first-class mail, postage prepaid, return receipt requested), or (iii) on the date targeted for delivery if delivered by overnight courier, addressed to (a) Consultant at the address listed in this Agreement, (b) Client at the address listed in this Agreement. Either Party may change the address to which notices are to be sent by written notice of the new address.
18. COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. Use of electronic signature, email, or other electronic medium shall have the same force and effect as an original signature.