AS SET FORTH BELOW ARE AN INTEGRAL PART OF THE PROJECT ON THE REVERSE SIDE OF THIS FORM.WHEREAS, The Client is desirous of engaging the services of Agency Couture, or it's parent company Dveit, or relating Agents, to promote Client business, it is agreed as follows: 1. Appointment and authorization. Agent is hereby employed and
appointed to represent Client, subject to the terms and conditions of this
Agreement. Agent is authorized to enter into contracts with third parties
to effectuate the purposes of this Agreement, and it shall be primarily
liable to such parties for all payments due thereunder. Agent shall exert its
best efforts to prevent any loss to Client resulting from the failure of proper
performance by any third party, but Agent shall not be held liable or
responsible to Client for any such failure.
2. AgentÕs services. Agent shall act as ClientÕs Agent and develop and
produce the Project as ordered by Client on the reverse hereof and shall
do all things reasonably necessary.
(i) to negotiate, arrange, and contract for any special talent
required and for all photography, models, special effects,
layouts, and art work, including any necessary technical or
conceptual material for use in the project;
(ii) to make timely payment to all persons or firms supplying
goods or services in connection with the project;
(iii) to advise and bill Client for all remittances made by the Agent
for the ClientÕs account and maintain complete and accurate
books and records in this regard.
3. Prior approval of Client. The Agent shall not incur any obligations or
provide any services for the ClientÕs account without first obtaining written
approval from ClientÕs president or Vice President or advertising director or
other person duly designated by Client in writing, except that minor change
orders, orally given, not exceeding $2,500.00 may be processed pending
immediate delivery of written authority to Agent.
In order to obtain the ClientÕs approval, the Agent shall submit written
proposals to Client containing descriptions of the proposed project(s)
and estimates of the cost of the obligations or services involved, including
cost of preparation of projects, costs of production, and any additional
costs of travel, postage, etc. as discussed in initial meetings or prior agreement. The Agent shall not be responsible for missed
deadlines, closing dates or insertions caused by the delay of Client in
approving any project(s) or providing of any necessary information or
materials with respect to the project(s).
CLIENTÕS WRITTEN AUTHORIZATION IN THE FORM OF THIS
CONTRACT AGREEMENT IS REQUIRED FOR ALL PROJECT
EXPENDITURES PROPOSED BY THE AGENT. 4. Costs and expenditures.
(a) The Client shall reimburse the Agent
for all costs incurred and expenditures made on behalf of the Client for
approved work, except as specifically provided. Client shall compensate
the Agent as provided in paragraph 5.
(b) The Client shall pay the Agent for its direct costs of mailing,
packaging, shipping, taxes and duties, and telephone calls incurred by the
Agent in connection with the performance of this Agreement.
(c) The Client shall pay all of the AgentÕs costs for any necessary
traveling done on behalf of Client.
(d) In the event the Client, after having approved any planned
advertising or project, cancels all or any part thereof, client shall pay for all
costs incurred therefor to the date of cancellation any unavoidable costs
incurred thereafter, including any non cancelable commitments with third
parties. The Agent shall receive its standard commission on all such costs
incurred.
5. AgentÕs compensation.
(a) Client shall pay the Agent a fee for its
services in the amount set forth on the reverse hereof.
(b) The Agent shall prepare proposals of all planned projects
without cost to Client unless the proposal is approved by Client beforehand
or, after having approved the proposal. Client cancels the planned project due
to circumstances beyond the control of the Agent, in either of which events
Client shall pay for such proposals to the same extent as for other
advertising services.
6. Billing and payment. The Agent shall bill Client on the AgentÕs
standard forms:
(a) Monthly, and
(b) Client shall pay such bills not later than on the due dates
stated therein, Statements not paid by the due date shall bear interest at
18% per annum.
(c) The Agent shall make all payments to third parties entitled
thereto by the terms of this Agreement. However, the Agent reserves the
right to discontinue making such payments if Client is in default in any
payment to the Agent required by the terms of this Agreement.
(D) If said project is to be billed on a per-project basis client is to pay the Agent at the projects initial completion. All revisions to be made will be written and billed in a secondary contract for hours and previously agreed billing rates will still apply.
(E) If the project is billed on a per-project vs. monthly basis and revisions do not exceed $1,000 no secondary contract is necessary and the Agent will be responsible for tracking time to submit to the client for payment upon completion.
7. Termination. The authority hereby conferred on Agent may be
revoked by Client at any time by 30 daysÕ notice in writing delivered to
Agent, or may be renounced by Agent at any time by 30 daysÕ written
notice delivered to Client.
In such event, Agent shall complete projects previously approved by
the Client. All other rights and duties of the parties shall continue during
such notice period and the Client shall be responsible to the Agent for
the payment of any contract obligation incurred with third parties during
this period. In the event the Client or Agent desires to terminate all work
in progress commenced before receipt of notice of termination, it may be
so agreed upon the partiesÕ mutual consent and the determination of the
compensation to be received by the Agent for partially completed work.
8. Disposition of property and materials.
(a) All plans, preliminary
outlines, sketches, copy, and all other property and materials which are
produced under this Agreement shall be the property of Client as soon as
payment has been made therefor., unless previously agreed as a shared initiative. Upon termination of this Agreement,
all such property and materials shall be the property of the Agent unless
Client pays therefor in accordance with the terms of this Agreement, even
though Client or another party has physical possession thereof.
(b) When the Agent shall determine that art work, photographs,
manuscripts, and any other such items are of no further use in carrying
out the terms of this Agreement, the Agent shall notify Client in writing and
shall clearly describe the particular item or items. Client shall then notify
the Agent in writing of the disposition Client desires with respect to such
items. All shipping and transportation costs shall be borne by Client. Failing
notification from Client, the Agent shall store or dispose of such items. In
such event, the Agent shall notify Client in writing of such storage and give
Client the necessary particulars.
(c) Unless otherwise specifically prohibited herein, Agent has
the right to use the materials for this project and reproductions therefrom
for the purpose of creating samples, displaying samples of AgentÕs work,
entry in exhibitions and other contests, art displays or any general display
of Agent.
9. Miscellany. Unless otherwise advised in writing, Agent is hereby retained
as the sole and exclusive person to perform the services requested
herein. Client shall take all necessary steps to ensure that this provision is
enforced. Agent reserves the right to make an additional charge to Client if
the usage and purpose of the project is other than as indicated.
10. Liability of Agent. In the event that this project cannot be
completed due to an Act of God, strikes or other labor disturbances,
severe weather conditions of any type, riots or civil disturbances, action or
regulation by any local, state or Federal government unit or agency, any
event considered a Òforce majeureÓ, or any other event or act outside the
control of Agent, AgentÕs liability to Client shall be limited to return of ClientÕs
payments unearned at the time and as though the project had been
cancelled or terminated.
11. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
the city of Minneapolis in accordance with the rules then obtaining of the
American Arbitration Association, and judgment upon the award rendered
by the arbitrator or arbitrators may be entered in any court or competent
jurisdiction.
12. Assignment and delegation. Neither party may assign rights or
delegate duties hereunder without the express prior written consent of the
other.
13. Modification. This writing contains the entire agreement of the
parties. No representations were made or relied upon by either party,
other than those that are expressly set forth. No agent, employee, or other
representative of either party is empowered to alter any of the terms hereof,
unless done in writing and signed by an officer of the respective parties.
14. Notices. All notices pertaining to this Agreement shall be transmitted
in writing. The addresses set forth on the reverse for the respective parties
shall be the places where notices shall be sent.
List of Clients
