This Marketing Consulting Agreement “Agreement” is made effective as of , by and between , of (herein referred to as “CLIENT”) and 25th West, Inc, of One World Trade Center, 8th Floor, Long Beach, California 90831.
In this Agreement, the party who is contracting to receive services shall be referred to as “CLIENT”, and the party who will be providing the services shall be referred to as “25th West”.
25th West has a background in marketing and is willing to provide services to CLIENT based on this background.
CLIENT desires to have services provided by 25th West.
Therefore, the parties agree as follows:
The manner in which the Services are to be performed and the specific hours to be worked by 25th West shall be determined by 25th West. Client will rely on 25th West to work as many hours as may be reasonably necessary to fulfill 25th West’s obligations under this Agreement.
To pay 25th West the fees listed in this contract in the manner described below.
To comply with laws and regulations affecting CLIENT’S practice (25th West does not operate in the capacity of legal counsel to CLIENT).
CLIENT agrees to cooperate with 25th West to assist in the provision of services under this agreement.
– future plans
– business affairs
– trade secrets
– customer lists
and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of CLIENT and need to be protected from improper disclosure. In consideration for the disclosure of the Information, 25th West agrees that 25th West will not at any time or in any manner, either directly or indirectly, use any Information for 25th West’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of CLIENT. 25th West will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
UNAUTHORIZED DISCLOSURE OF INFORMATION.
If it appears that 25th West has disclosed (or has threatened to disclose) Information in violation of this Agreement, CLIENT shall be entitled to an injunction to restrain 25th West from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. CLIENT shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
CONFIDENTIALITY AFTER TERMINATION.
The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
SERVICES TO THIRD PARTIES.
The parties recognize that 25th West may provide consulting services to third parties. However, 25th West is bound by the confidentiality provisions of this Agreement, and 25th West may not use the Information, directly or indirectly, for the benefit of third parties.
RETURN OF RECORDS.
Upon termination of this Agreement, 25th West shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in 25th West’s possession or under 25th West’s control and that are CLIENT’s property or relate to CLIENT’s business.
NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
IF for CLIENT:
IF for 25th West:
25th West, Inc
One World Trade Center, 8th Floor
Long Beach, California 90831
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement shall be governed by the laws of the State of California.
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
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Signed by Jacob Morris
Signed On: November 16, 2018
If you have questions about the contents of this document, you can email the document owner.
Document Name: Marketing Agreement
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