This agreement ("Agreement") dated as of the date of last signature below (“Effective Date”) is made by and between Shelly Snow Pordea (hereinafter referred to as “Consultant”), Little Black Book Publishing and The Creativ U (hereinafter referred to as “Company/Companies”) and by__________________ (hereinafter “Client”) and pertains to the Medium Content Book ("Product") involving an individual author ("Participant"). For purposes of this Agreement, each Consultant, Company, and Client may be referred to herein individually as a” Party” or, collectively, as the “Parties.
The Client agrees to contribute written content, ideas, and materials to the Product in accordance with their respective areas of expertise and subject matter, as mutually agreed by the Parties.
Please read carefully. By entering into this Agreement, the Parties agree to the following terms.
PROGRAM/SERVICE
Companies agree to provide coaching, proofreading, project management, publishing, and marketing services (hereinafter referred to as “Program”) identified in Little Black Book’s Medium Content Book campaign during the term of this Agreement. The Parties agree to abide by all terms outlined in this Agreement as a condition of each Party’s participation herein.
DISCLAIMER
Companies are not employees, agents, lawyers, doctors, managers, therapists, public relations or business managers, registered dieticians, financial analysts, psychotherapists, or accountants. Client understands that Consultant has not promised, shall not be obligated to, and will not: (1) procure or attempt to procure employment or business or sales for Client; (2) perform any business management functions including but not limited to accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (4) act as a public relations manager (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; and/or (6) introduce Client to Consultant’s full network of contacts, media partners or business partners. The client understands that a relationship does not exist between the Parties after the conclusion of this Program. If the Parties continue their relationship, a separate agreement will be entered into.
FEES
The Package Three Program fee includes the following options:
- Price $2,625
- Payable in full or 3-payments of $910 each
- Final payment must be received prior to publication
- Proofreading for quality control (up to 80k words)
- Amazon & Global Distribution
- Cover Design for all formats
- eBook, Hardcover, and Paperback Typsetting & Formatting
- Choice of trim size
- Choice of cover finish & paper type
- Author Dashboard setup
- Author Retains all Royalty Rights
- LBB Publishing Imprint and ISBN Number
- Digital Proofs
- 6 weeks of project management support
*Price includes services for up to 12 hours of work from all professionals including the project manager assigned, proofreaders, designers, and formatters. Any additional hours will be billed to the client at each professional’s hourly rate, ranging from $40 to $90 per hour. Six weeks of support begin after the discovery call, initial consultation, and rough draft of the manuscript are complete. The support services must be used within one calendar year.
METHODS OF PAYMENT
If Client elects to pay in monthly installments, Client authorizes the Company to request Client’s payment on the original invoice by the date of each month agreed upon by both parties. If the Client elects to pay in FULL, the Client may pay the entire invoice on the provided due date.
CONFIDENTIALITY
The Parties to this Agreement respect the other Parties privacy and insist that each Party respect any other Participant privacy. Thus, this Agreement acts as a mutual non-disclosure agreement. Confidential Information includes but is not limited to, information disclosed in connection with this Agreement and shall not include information rightfully obtained from a third party. The Parties will keep Confidential Information in strictest confidence and shall use best efforts to safeguard any Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. The Parties agree not to violate the other Party’s publicity or privacy rights. Furthermore, the Parties will NOT reveal any information to a third party obtained in connection with this Agreement or connection with direct or indirect dealings with each other. This includes but is not limited to, names, email addresses, third-party company titles or positions, phone numbers, addresses, or any other identifying information. Further, if a Party violates another Party and/or the other Participant(s) confidentiality, that Party will be entitled to injunctive relief, including temporary and permanent injunctions, to prohibit any such violations to protect against the harm such violations could cause.
NO TRANSFER OF INTELLECTUAL PROPERTY
Companies’ programs may be used in consultation and coaching services, which are copyrighted and original materials. If these have been provided to the Client, they are for the Client’s individual use only and as a single-user license. Client is not authorized to use any of Companies’ intellectual property for Client’s business purposes. All intellectual property, including the Companies’ copyrighted programs and/or course materials, shall remain the sole property of the Companies. No license to sell or distribute Companies’ materials is granted or implied. By purchasing this product, Client agrees to the following: (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) that any Confidential Information shared by the Companies is confidential and proprietary, and belongs solely and exclusively to the Companies, (3) Client agrees not to disclose such information to any other person or use it in any manner other than in discussion with the Companies. Further, by purchasing this Product, Client agrees that if Client violates any of Client’s agreements contained in this paragraph, the Companies will be entitled to injunctive relief to prohibit any such violations and to protect against the harm such violations could cause. Companies further recognize that all work submitted to the Consultant by the Client shall also be subject to the same protections as the Companies’ information stated above, and the Client’s intellectual properties will remain in the same right protected as proprietary and confidential. Any advice or rewording of materials done by Consultant on Client’s work thereafter becomes the intellectual property of the Client.
CLIENT RESPONSIBILITY
The Program is developed for the publication of a collective work. Client accepts and agrees that Client is 100% responsible for their progress and compliance with all Program deadlines. Client acknowledges that, as with any business endeavor, there is an inherent risk of loss of capital, and there is no guarantee that Client will reach their goals due to participation in the Program. The company assumes no responsibility for errors or omissions that may appear in any program materials or lack of foresight about volatile markets.
SEVERABILITY/WAIVER
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder.
LIMITATION OF LIABILITY
Client agrees to defend, indemnify and hold harmless Companies and Consultant and its directors, officers and employees (collectively, “Company and Consultant Indemnified Parties”) from and against any and all losses, damages, liabilities, expenses and costs, including but not limited to reasonable legal expenses and attorney’s fees (“Losses”) to which the Company and Consultant Indemnified Parties may become subject as a result of any claim, demand, action or other proceeding by any third party to the extent such Losses arise from or relate to the negligence or willful misconduct of Client or any of their respective directors, officers and employees or agents, except to the extent that such Losses are attributable to the negligence or willful misconduct of a Company and Consultant Indemnified Party or breach by Company and Consultant of any term of this Agreement. The Companies assume no responsibility for errors or omissions that may appear in any of the Product and or Program materials.
MODIFICATION
Any modification or change to the terms of this Agreement will be mutually agreed to by the Parties in writing.
TERMINATION
This Agreement shall commence on the Effective Date and shall continue until the release of the Product. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party with reason for such Termination. The Companies are committed to providing the Client with a positive Program experience. By purchasing this Product, Client agrees that, if Client becomes disruptive to the Companies and/or the Participant, if Client fails to follow the Program guidelines, if Client is difficult to work with, if Client impairs the participation of the other Participant in the Program or if Client violates the terms as determined by Companies the Companies may, at its/their sole discretion, after written notice to Client, terminate this Agreement and/or limit, suspend, or terminate Client’s participation in the Program.
EARNING DISCLAIMER
Every effort has been made to accurately represent this Product/Program and its potential. There is no guarantee that you will earn any money through the publication of this Medium Content Book. Earning potential is entirely dependent on the Client and or a Participant. Any claims made of actual earnings or examples of actual results can be verified upon request. The Companies cannot guarantee your success or income level. Nor is Company responsible for any of Client’s actions. NO REPRESENTATIONS ARE MADE AS PART OF THIS AGREEMENT RELATED TO THE CLIENT’S INCOME OR EARNING POTENTIAL RESULTING FROM THIS PROGRAM/PRODUCT.
INDEMNIFICATION PROCESS/ENFORCEMENT/VENUE SELECTION
In the event any Company or Participant has to seek enforcement of this Agreement, either with legal counsel or in Court, the Client shall be responsible for any and all reasonable attorney’s fees and costs incurred. This Agreement shall be governed by and construed in accordance with, the laws of the State of Missouri and jurisdiction in St. Charles County, Missouri.
Limitation of Liability
In no event shall either Party be responsible for (i) any indirect, consequential, incidental, punitive or special damages (including without limitation damages for lost profits or revenue, loss of use, business interruption, loss of information, or for the procurement of substitute services) of the other Party or of any third party, even if such Party has been advised of the potential for such damages and whether such damages arise in contract, negligence, tort, under statute, in equity, at law or otherwise.
Social Media Promotions
The Parties agree to reasonably promote the availability of the Product through their social profiles (if any), including, but not limited to Twitter, Facebook, Instagram, Snapchat, Telegram, etc. (“Social Media Promotions”). The Parties may be tagged in all such promotions. Note that, each Parties compliance with this section and engagement of regular Social Media Promotion is for the benefit to the Product success and is highly encouraged.
LEGALLY BINDING AGREEMENT
Representations
Each Party hereby represents to the other Party that: (i) it has full power and authority to enter into this Agreement; (ii) this Agreement has been duly authorized; (iii) this Agreement is binding upon it; and (iv) it is not subject to any conflicting obligation or legal impediment that might preclude or interfere with its performance of its obligations under this Agreement and that no such obligations will be incurred or permitted in the future without the prior written approval of the other Party.
The Parties accept that under this Agreement, each Party has a duty to read all terms and conditions set forth herein. By signing below, the Parties acknowledge a full understanding of these terms and agree to abide by them. Each Party further affirms by signing they have been given ample opportunity to consult independent counsel relating to the legally binding terms of this Agreement and has done so if they so desire.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which will together constitute one and the same Agreement. Delivery of an electronic copy of an executed counterpart of this Agreement by email shall constitute valid and sufficient delivery thereof.
In Witness Whereof, each of the Parties has executed this Agreement as of the Effective Date by its duly authorized representatives on the respective dates entered below.
