TERMS & CONDITIONS OF AGREEMENT

By signing this Agreement, the Contractor and Company agree to the terms and conditions listed on the company website www.viralbrand.io/contractor-terms-and-conditions.

OVERVIEW

The Company is in the business of promoting brands through creative asset development, branding, generating social media, influencer promotions, celebrity activations, PR, paid ads, events, the direct response generated through online/offline activity. The Contractor can offer any type of service or consulting that the majority of companies in the United States typically recognize as being related to the Company mentioned above services. Therefore, Contractor agrees to provide the following services to Company specifically with the deliverables and bullets terms listed below. Any part of this Agreement can be adjusted or amended if both parties confirm their wishes to do via email mutual email exchange.

COMPENSATION

The Contractor and Company mutually agree that all compensation will come from only contracted services detailed in this section. 

(a) At the time of this Agreement, the Contractor will receive compensation in the following manner for providing services to the Company:

(i) Company engages Contactor on a per-project basis and agrees on a compensation via mutually agreed upon payment terms 

(ii) Company uses a "general contractor" business model because of the nature of its business. This Agreement is for a contract with specific deliverables noted in the "Scope of Work/Deliverables" section above. This Agreement is not intended to be an offer for formal employment of any kind.    

(b) Company shall provide payment to the Contractor for mutually agreed upon services electronically through Just Works or other forms of electronic payment.

(c) Contractor agrees the compensation outlined covers all costs necessary for Contractor to deliver the items contracted for which including the cost of time, travel, travel-related expenses, or any other expenses incurred by the Contractor for tasks and projects. 

(d) Contractor does not have an obligation to any "office hours" with Company

(e) Contractor understands that attendance may be required for strategy, creative, or update calls (team, Client, etc.) at a time designated by Company or Company's clients.  

(d) Contractor's travel including car mileage, ride expenses, meetings, events, trips to Company headquarters, or Company client meetings will not be reimbursed as those cost considerations are already included in compensation (unless otherwise agreed to via email by both parties).

(d) Any ordinary and necessary expenses incurred by the Contractor in the performance of this Agreement will be the Contractor's sole responsibility.

(e) The Contractor is solely responsible for the payment of all taxes incurred as a result of the performance of the services by the Contractor under this Agreement, and for all obligations, reports, and timely notifications relating to those taxes. Company has no obligation to pay or withhold any sums for those taxes.

(f) The Contractor has no claim against the Company under this Agreement or otherwise 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. 

(g) No payment will be payable if the Contractor did not perform the services to the reasonable satisfaction of the Company or performed the services after the expiration or termination of the Term unless otherwise agreed in writing.

(h) Contractor agrees to use Company-owned email, CRM, or social media for all communications with parties outside the Company.

OTHER CONTRACTOR RESPONSIBILITIES

The Contractor agrees to adhere to the following responsibilities when providing services for the Company:

(a) Provide services promptly after receiving various requests from the Company, Company clients, and other contractors. 

(b) Respond to voicemail and electronic communications quickly.

(c) Utilize your equipment (such as a laptop, phone, voice mail, and email account) required to perform services on behalf of the Company. Company is not responsible for loss, damage, or theft of any equipment that belongs to the Contractor while performing services or travel.

(d) Act in a conscientious, professional, first-class, business-like manner with all employees, customers, and other independent contractors of the Company.

(e) Perform services in accordance with standards prevailing in the Company's industry and the Contractor's area of specialty, and compliance with applicable laws, rules, code of ethics, or regulations. Contractor shall obtain all permits or permissions required to comply with those standards, laws, rules, code of ethics, or regulations.

(f) Specific services outlined in section 1 of this Agreement.

COMPANY RESPONSIBILITIES

The Company agrees to adhere to the following responsibilities:

(a) Notify Contractor of any changes to its procedures affecting the Contractor's duties under this Agreement.

(b) Provide the Contractor with the information needed to carry out responsibilities and deliverables.

(c) Follow-up with 3rd parties of the Company if they are unresponsive to requests from the Contractor.

TERM AND TERMINATION

(a) Company agrees to compensate the Contractor for the delivery of items and scope of work listed in section 1 of this Agreement. Company reserves the right to terminate this Agreement at any time for any reason if deliverables detailed in this Agreement have not been completed. 

(b) This Agreement may be terminated by:

(i) Email notification to the other party, with or without cause.

(ii) By either party for a material breach of any provision of this Agreement by the other party, if the other party's material breach is not cured within 3-5 days of receipt of written notice of the breach.

(iii) By Company at any time and without prior notice, if the Contractor fails or refuses to comply with this Agreement or reasonable directives of Company or is guilty of serious misconduct in connection with performance under this Agreement. 

(c) In the event deliverables are incomplete upon agreement termination, Company agrees to make a good-faith effort to determine and fair and appropriate compensation for Contractor efforts.

(d) After the termination of this Agreement for any reason, the Contractor agrees to submit an invoice to the Company. No other compensation, of any nature or type, will be payable after the termination of this Agreement.

INDEPENDENT CONTRACTOR STATUS

(a) The relationship of the parties under this Agreement is one of the independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement.

(b) During the Term of this Agreement, the Contractor is free to engage in other independent contracting activities with former employers or any other company.

(c) Contractor has the sole right to control and direct the means, details, manner, and method by which the services will be performed and the right to perform the services at any time, reasonable place, or reasonable location.

(d) The Contractor and its independent contractors shall provide insurance coverage for themselves.

(e) Company shall not be liable for taxes, worker's compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Contractor.

CONFIDENTIAL INFORMATION

(a) During the Term, the Contractor may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Contractor ("Confidential Information"). Confidential information includes information relating to the Company (including Company clients) or its current or proposed business, financial statements, budgets and projections, contacts, influencer database, client database, press database, passwords, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Contractor will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this Agreement. In addition, the Contractor shall use due care and diligence to prevent the unauthorized use or disclosure of such information.

(b) The obligations and restrictions in subsection do not apply to that part of the Confidential Information the Contractor demonstrates:

(i) was or generally became publicly available other than as a result of a disclosure by the Contractor in violation of this Agreement.

(ii) was or becomes available to the Contractor on a non-confidential basis before its disclosure to the Contractor by the Company, but only if:

A. the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to the Contractor by a contractual, legal, fiduciary, or other obligation; and

B. the Contractor provides the Company with written notice of its prior possession either (I) before the effective date of this Agreement or (II) if the Contractor later becomes aware (through disclosure to the Contractor) of any aspect of the Confidential Information as to which the Contractor had prior possession, promptly on the Contractor so becoming aware.

(iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Contractor shall:

A. provide the Company with prompt notice of these requests or requirements before disclosing so that the Company may seek an appropriate protective order or another appropriate remedy; and

B. provide reasonable assistance to the Company in obtaining any protective order.

If a protective order or other remedy is not obtained or the Company grants a waiver under this Agreement, the Contractor may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Contractor is legally compelled or otherwise required to disclose. However, the Contractor shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way.

C. was developed by the Contractor independently without breach of this Agreement.

INTELLECTUAL PROPERTY

(a) By engaging the Contractor, the Company recognizes that some aspects of the work, including business processes and methods, performed by the Contractor, are based solely on the unique talents, skills and experience of the Contractor and its employees and the Client shall not exercise any rights, title, and interest that it obtains in a manner that might explicitly or implicitly be construed by a reasonable person as restricting the Contractor or any of its employees from engaging in future business opportunities of a similar nature and from providing services, materials, products, and deliverables of a similar nature to others.

(b) Any intellectual property created by Company at any time is the sole property of Company, and the Contractor has no right or interest to any such intellectual property and cannot use or sell such without the express written permission of Company.

(c) A Company email address is licensed to the Contractor to streamline communication between vendors, parties, clients, and outside parties. 

(d) Company platform, email address, or any other proprietary data of Company (influencers database, mailing lists, email list, contacts) may not be used by Contractor for any personal, professional, client, or any other purposes at any time during or after this agreement term. It is mutually agreed that intellectual property pertaining and related to the operations of the Company, Company clients, or the business or personal affairs of Company owners (Rick Schirmer and Rachel McCord) will not be used by the Contractor nor be disclosed to any parties outside of the Company. 

RETURN OF PROPERTY

Within 14 days of the expiration or earlier termination of this Agreement, the Contractor shall return Company property to the Company, retaining no copies or notes, all Company products samples, models, property, and documents relating to the Company's business including reports, abstracts, lists, correspondence, information, computer files, computer disks, equipment, and other materials and copies of those materials obtained by the Contractor during and in connection with its work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company's business, whether prepared by the Contractor or by others, remain the Company's exclusive property.

INDEMNIFICATION

 The Contractor hereby indemnifies and holds harmless the Company, its subsidiaries, and affiliates, and their officers, independent contractors & employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever ("Loss") which may in any way arise from the activities of the Company, including the work of the Company's independent contractors or employees, or any breach or alleged breach by the Company under this Agreement, including the warranties set forth herein, if directly and indisputably from the actions of the Company.

AMENDMENTS

No amendment to this Agreement will be effective unless it is mutually agreed upon in writing or email by Contractor and Company owners or power of attorney.

FORCE MAJEURE

Company will be not be considered in breach or default of this Agreement if delayed for any given time due to failure to perform its obligations under this Agreement by reason of fire, pandemic, earthquake, flood, explosion, strike, riot, war, terrorism, or acts of God beyond Company's reasonable control.

NON-COMPETE & NON-COMPENSATION

Contractor agrees not to compete or enter into any dealings or agreements, directly or indirectly, with Company's clients for a term of 24 months unless and until authorized by Company in writing. 

GOVERNING LAW

The laws of the state of Delaware govern this Agreement, where both parties consent to the personal jurisdiction of the state and federal courts.

ARBITRATION

It is agreed that any controversies between the Company and the Contractor, which are in any way related to this Agreement, shall be first submitted to arbitration on the written request of either party served on the other. Arbitration shall be submitted to and be conducted according to the rules and procedures of the American Arbitration Association then in effect. The result of arbitration hereunder shall be binding upon the parties. 

ASSIGNMENT AND DELEGATION

(a) Neither party may assign any of its rights under this Agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.

(b) Neither party may delegate any performance under this Agreement, except with the prior written consent of the other party

(c) If a purported assignment or purported delegation is made in violation of this section, it is void.

SEVERABILITY

If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it unless the deletion of those provisions would result in such a material change to cause completion of the transactions contemplated by this Agreement to be unreasonable.

NOTICES

Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall provide that notice via email to Contractor's email address (noted in this Agreement) or to the Company owners email address. Each party is responsible for notifying the other party of a change in the email address that should be used for such notices.

ENTIRE AGREEMENT

This Agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' understanding of the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or Agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement's effectiveness.