MARKETING SERVICES AGREEMENT

This Marketing Services Agreement (“Agreement”) is between Suzie Marketing, LLC (“Lawson House”), a Georgia limited liability company, and (“Client”). Lawson House and Client are sometimes referred to collectively as the “Parties” and individually as a “Party.” This Agreement is effective as of the date it is executed by both Parties (the “Effective Date”).

Agreement. The Agreement consists of (i) the provisions set forth in this Agreement and any Exhibits referenced in the Agreement; (ii) Statement of Work attached to this Agreement; and (iii) any additional Statements of Work executed by the Parties pursuant to the terms of this Agreement, including any Exhibits and Schedules referenced in each such Statement of Work.

Statements of Work. The services, functions, responsibilities, activities, tasks, and projects to be performed by Lawson House (“Services”) will be described in one or more Statements of Work (each an “SOW” or collectively “SOWS”) executed by the Parties pursuant to this Agreement. Each SOW shall be substantially in the form of Exhibit 1 attached to this Agreement, with such additions, deletions, and modifications as the Parties may agree. In the event of a conflict, the terms of the SOW shall be governed by the terms of this Agreement, unless an individual SOW expressly and specifically provides otherwise.

The Parties agree that Lawson House will not perform any tasks not described on a SOW unless expressly agreed to in writing by the Parties. Client agrees that any work done beyond the initial SOW may be charged additionally at $200/hour. 

Services. Client acknowledges and agrees that Lawson House may use subcontractors and consultants to perform the Services to be provided under this Agreement.

Fees and Expenses. In exchange for the Services described in this Agreement and SOWs, Client agrees to pay Lawson House a non-refundable monthly fee in the amount of $XX,XXX per month (the “Fee”) for (X) months. Payments under this Agreement shall begin on the Effective Date and shall be due on the first day of each month in which Lawson House will provide Services to Client under this Agreement. 

Client further acknowledges that performance and/or implementation of the Services may require additional fees, costs, or expenses paid to third parties (the “Costs”), and that such Costs are solely Client’s responsibility and are in addition to the Fee described in this Paragraph 4. If Lawson House advances payment of any of the Costs, Client agrees to reimburse Lawson House within fifteen (15) days of the date Lawson House pays the Cost. 

Billing and Payment. Payment must be made by bank transfer or credit/debit card on the first day of each month. 

Client acknowledges that Lawson House may refer any unpaid Fees or Expenses to a debt collection agency for collection.

No Warranty or Guarantee. The Parties acknowledge that Lawson House does not guarantee any particular outcome or result in connection with the Services.  Lawson House does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Lawson House only warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with the generally accepted industry standards and practices. Client waives any claim arising out of Client’s dissatisfaction with the end result or outcome of the Services.

THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. LAWSON HOUSE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. LAWSON HOUSE SHALL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CUSTOMER BY LAWSON HOUSE DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY SOW OR OTHERWISE. CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

RELEASE OF CLAIMS. In exchange for the Services described in this Agreement, Client hereby releases, waives, and forever discharges Lawson House, its affiliates, officers, agents, shareholders, representatives, employees, successors, and assigns (collectively, the “Releasees”) to the maximum extent permitted by law, from liability, claims, or causes of action arising out of or related to the Client’s relationship with Lawson House, this Agreement, and/or Lawson House’s Services, including, but not limited to, claims for injuries to persons (including death); claims for injuries to property; negligence; or breach of contract (the “Released Claims”), and any damages, costs, or fees allegedly arising out of any Released Claims.  The Released Claims do not, however, include claims of gross negligence, willful misconduct, or intentional wrongdoing. Client understands that this Paragraph exempts Lawson House from liability for, among other things, its own negligence, and that Client is giving up a substantial right by agreeing to this release of claims.

Indemnification. Client agrees to defend, indemnify and hold Lawson House, jointly and individually, harmless against any claims, suits, proceedings, or actions, made by any third party (including any of Client’s invitees or agents) (the “Third Party Claims”) and to pay any settlements, awards, damages, costs, expenses, judgements, or fees (including attorney’s fees) in connection with such Third Party Claims (collectively, the “Losses”), to the extent that such Third Party Claim arises out of or relates to: (a) any breach of this Agreement by Client; or   (b) any conduct, acts, or omissions by Client in connection with Lawson House’s Services, including, but not limited to, violations of laws or regulations, negligence, or misconduct.

Ownership of Deliverables. The Parties agree and acknowledge that the Services may result in material(s) or product(s) that are protectable under state or federal intellectual copyright statutes or common law, including, but not limited to, the Copyright Act of 1976, as amended, and/or the Lanham Act (collectively, the “Deliverables”).  Upon full payment of the Fee, the Client will obtain ownership of the Deliverables, including ownership of any intellectual property rights therein.  The Parties agree that, as long as Client makes full payment of the Fee, the Deliverables will be considered a “work made for hire” as defined in 17 U.S.C. § 101, and all copyright will vest in Client. If, for any reason other than non-payment of the Fee, the Deliverables do not constitute a “work for hire,” Lawson House agrees to assign to Client, for no additional consideration, Lawson House’s entire right, title and interest throughout the world in and to the Deliverables, including all intellectual property rights therein and the right to sue for any past, present, and/or future infringement, misappropriation, or dilution thereof. The Parties further agree that the term “Deliverables” does not include any of Lawson House’s material(s) or product(s) that pre-exist the Effective Date; that were developed by Lawson House independently of performing the Services; or that Lawson House uses in the general conduct of its business and which are not specific to the Services provided under this Agreement.

Lawson House’s License. Client grants Lawson House a non-exclusive, royalty-free, perpetual, and sublicensable right to use, reproduce, publish, distribute, perform, and display any of the Deliverables; Client’s name; Client’s business name; Client’s image; Client’s voice; Client’s likeness; Client’s trademarks; and Client’s logos in any of Lawson House’s media, including, but not limited to, on Lawson House’s website, print media, or social media, for the purpose of furthering Lawson House’s business.

Trademark Clearance. The Parties agree that, to the extent any of the Deliverables constitutes a trademark for Client’s product or services, that Client is solely responsible for conducting a trademark clearance search prior to Lawson House beginning work on the Services.  Discovery that any of Client’s trademarks is not available, protectable, and/or infringes on another trademark will not create any liability for Lawson House nor will Client be entitled to any additional Services and/or revisions from Lawson House as a result of failure to conduct a thorough clearance search.  Client agrees to defend, indemnify and hold Lawson House, jointly and individually, harmless against any claims, suits, proceedings, or actions, and to pay any settlements, awards, damages, costs, expenses, judgements, or fees (including attorney’s fees) in connection arising out of or relating to Client’s failure to conduct a thorough clearance search, including, but not limited to, claims of trademark infringement.

Cooperation of Client. Client agrees to comply with all reasonable requests of Lawson House and shall provide Lawson House’s personnel with access to all documents and information as may be reasonably necessary for the performance of the Services under this Agreement. Client shall not harass, demean, or otherwise act is a manner that is disrespectful or threatening to Lawson House’s employees or agents, and such behavior is a breach of this Agreement that may result in immediate termination of this Agreement.

Office Hours and Communication: Lawson House will operate during normal business hours of 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday. The Client acknowledges and agrees that any requests for services or communications outside of these hours may result in a delay in response time. The Client and Lawson House will communicate through agreed-upon channels during normal business hours. Lawson House will provide a response to any requests or communications within one (1) business day, provided that such requests or communications are received during normal business hours. Any requests or communications received outside of normal business hours will be responded to on the next business day. The Client understands and agrees that any emergency requests or communications will be subject to additional fees. Lawson House will make commercially reasonable efforts to respond to any requests or communications in a timely and efficient manner during normal business hours. However, Lawson House does not guarantee that any request or communication will be responded to within a specific timeframe. 

Defamation: The Client and Lawson House agree to refrain from making any defamatory statements about each other, their products, services, or employees during the term of this agreement and for a period of two (2) years thereafter. For the purposes of this clause, “defamatory statement” means any statement, whether written or spoken, that harms the reputation, character, or goodwill of the other party. This includes statements that are false, misleading, or disparaging, and those that are intended to injure the reputation of the other party. The parties acknowledge that this clause is material to the agreement and that any breach of this clause may cause irreparable harm to the non-breaching party.

Termination. Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment, or obligation under this Agreement that remains uncured ten (10) calendar days following written notice of the breach. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. If the Agreement is terminated by either party, the remaining tasks will be completed at the discretion and agreement by both parties.

If the Contract is terminated by Lawson House, the project will end immediately. Any remaining payments for previously completed work shall be paid within 10 days of termination.

In the event that the Client wishes to cancel retainer services, the Client must provide Lawson House with written notice at least fifteen (15) calendar days before the start of the next retainer period. Failure to provide timely written notice will result in the Client being responsible for the full amount of the next retainer period.

Confidential Information. The Parties acknowledge that each may disclose or provide access (the "Disclosing Party") to the other Party (the "Receiving Party") certain Confidential Information. "Confidential Information" shall mean (i) information concerning a Party's products, business and operations including, but not limited to, information relating to business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, Trade Secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of a Party and its affiliates that may be at any time furnished, communicated or delivered by the Disclosing Party to the Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; and (iii) all other non-public information provided by the Disclosing Party hereunder. In no event shall Lawson House’s use or disclosure of information regarding or relating to the development, improvement, or use of any of Lawson House’s products be subject to any limitation or restriction. All Confidential Information shall remain the property of the Disclosing Party.

Use of Confidential Information; Standard of Care; Exceptions. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants, and representatives who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement. The Receiving Party shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants, and representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement and agrees not to use the Disclosing Party's Confidential Information for any other purpose or for the benefit of any Third Party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.

Confidential Information does not include information that: (a) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (d) Receiving Party receives from a Third Party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party with Disclosing Party's prior written approval.

If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.

Non-Solicitation. During the term of this Agreement and for six (6) months following the expiration or termination date of the Agreement, Client agrees not to directly solicit or induce any Lawson House employee or contractor that has interacted with Client or has been involved, directly or indirectly, in the performance, review and/or acceptance of the Services, to consider or accept employment with Client. 

Services Not Transferrable. Client understands they cannot transfer Lawson House’s Services under this Agreement to another person.

Authority. Each Party warrants they are under no disability, restriction, or prohibition with respect to their ability to execute this Agreement and perform its terms and conditions.

Entire Agreement. This Agreement sets forth the entire understanding of the Parties hereto relating to the subject matter of this Agreement, and supersedes all prior Agreements, whether oral or written. No modification, amendment, or waiver of this Agreement or any of the terms of this Agreement will be binding upon either Party unless confirmed by a written instrument signed by both Parties.

Waiver. No waiver by either Party of any term or provision of this Agreement or of any default of any term of this Agreement will affect either Party’s respective rights to enforce such term or provision, or to exercise any right or remedy in the event of any other default, whether or not similar.

Severability. If any part or parts of this Agreement are held unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

Choice of Law. This Agreement will be interpreted in accordance with the law of the State of Georgia.

Exclusivity. The Client agrees they will not work with, hire, or consult with any other designer, branding agency, or graphic artist in regards to this project stated in this Agreement and SOWs until all payments have been made. The Client exclusively works with Lawson House for the duration of the project. 

Forum and Venue. With respect to any claim related in any way whatsoever to this Agreement, the Parties consent to the exclusive jurisdiction, forum, and venue of the state and federal courts, as applicable, located in Fulton County, Georgia.