Parties:
Known as "Contractor"
BlackandEmbodied Counseling and Consulting PLLC
info@blackandembodied.com
(336) 312-7379
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Known as "Client"
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Collectively, all of the above people or businesses entering this Agreement will be referred to as the "Parties."
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Purpose of the Agreement
Client wishes to hire Vendor to provide services relating to ' Alishia's client consultation services' as detailed in this Agreement. Vendor has agreed to provide such services according to the terms of this Agreement.
Terms
SERVICES
Contractor shall provide Client with the following services on before May 31st, 2023 (herein known as "Services"): A 60 minute 1:1 client consultation session.
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PRE-PROJECT CONSULTATION
Contractor shall provide Client with one sixty-minute client consultation. The Parties shall agree on an acceptable date and time for conducting the client consultation, but the manner by which the
consultation shall be conducted shall be at the discretion of the Contractor. In most instances, this consultation is conducted via phone, video chat, or in person. This consultation may be scheduled no later than May 31st, 2023.
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COST
Client is on an hourly basis (the "Total Cost"). Total Cost is inclusive of Contractor's Services, any setup time, travel time and out-of- pocket costs, software licenses, administrative fees, assistance, subcontractor costs and
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FEES
Contractor's rate is $1500 for the 5 week "Reimagining Eating Disorders 101" virtual course, course recording, guidebook and client consultation session. Contractor has also offered a reduced rate to increase accessibility, the rate is $750 for the 5 week "Reimagining Eating Disorders 101" virtual course, course recording, and guidebook. The reduced rate does NOT include the client
consultation session.
Payments are required before the commencement of the course.
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REFUNDS
The client is responsible for the full payment of fees for the entire course and/or program, regardless of whether the clients completes the course and/or program. To further clarify, no
refunds will be issued.
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LATE FEES
If Contractor does not receive payment from Client within fourteen calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Contractor does not receive payment.
For example, Client owes Contractor $1000 due on April 1 and fails to pay by April 14th. On
April 15th, Client owes Contractor $1015. On April 16th, Client owes Contractor $1030.23. On April 17th, Client owes Contractor $1045.68, and so on.
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EXPENSES
Any expenses incurred by Contractor while providing Client with Services will be invoiced to Client in a timely manner. Client is responsible for paying for and delivering any third party software licenses or products. At the Contractor's discretion, Contractor will make reasonable efforts to integrate Client's suggested software or products.
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CONFIDENTIALITY
Parties will treat and hold all information of or relating to this Agreement, the Services provided and the Parties' businesses in strict confidence and will not use any of this information except in connection with fulfilling the terms of this Agreement, and, if this Agreement is terminated for whatever reason, Parties will return all such information, including account access information, and any and all copies to the original Party and will remain bound to the Confidentiality provision of this Agreement. Confidential information (herein "Confidential Information") means information that is of value to its owner and is treated as proprietary or confidential including, but not limited to, intellectual property, inventions, trade secrets or information, financial data or information, speculation, knowledge, general Company data or reports, future business plans, strategies, customer lists and information, client acquisition strategies, advertising campaigns, information regarding executives and employees, and the terms and provisions of this Agreement.
Further, at all times neither Party shall use or disclose any Confidential Information relating in any way to the past, present, or future business affairs, conditions, clients, customers, efforts, employees, financial data, operations, practices, products, processes, properties, sales, or services of or relating in any way to the Company in whatever form to any parties outside of this Agreement.
This Agreement imposes no obligation upon the Parties with respect to any Confidential Information that was possessed before initial business interactions commenced between the Parties; is or becomes a matter of public knowledge through no fault of receiving Party; is rightfully received from a third party not owing a duty of confidentiality; is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing Party; or is independently developed by either Party without prior knowledge of privileged or confidential
information.
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RELATIONSHIPS OF THE PARTIES
Contractor and any related sub-contractors are not employees, partners or members of Client's company or organization. Contractor has the sole right to control and direct the means, manner and method by which the services in this Agreement are performed. Contractor has the right to hire assistants, subcontractors or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operation and expenses, including securing or paying any licensing fees, insurance, taxes (including FICA), registrations or permits. Client is not responsible for paying for any benefits, Workers Compensation, insurance or unemployment fees to Contractor.
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INTELLECTUAL PROPERTY
Contractor retains the ownership of its copyright in any and all designs pursuant to federal copyright law (Chapter 17, Section 201-02, of the United States Code.) Any and all work produced in connection with, or in the process of fulfilling this Agreement, are expressly and solely owned by Contractor. Any unauthorized use of the design, such as using the design for other purposes than those specified herein, will result in additional fees and/or royalty payments to Contractor. Parties own their respective trademarks and intellectual property used in the normal and separate course of their business and agree not to infringe upon or otherwise use each other's respective intellectual property except for in the course of providing Client with its Services.
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STYLE RELEASE
Client has spent a satisfactory amount of time reviewing Contractor's work and has a reasonable expectation that Contractor's Services will produce a reasonably similar outcome and result for Client. Contractor will use reasonable efforts to ensure Client's services are carried out in a style and manner consistent with Contractor's current portfolio and services, and Contractor will try to incorporate any suggestions Client makes. However, Client understands and agrees that:
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Every client and final delivery is different, with different tastes, budgets, and needs; The services provided are subjective and Contractor is a provider with a unique vision, with an ever-evolving style and technique;
Contractor will use her personal judgment to create favorable results for Client, which may not include strict adherence to Client's suggestions;
Dissatisfaction with Contractor's independent judgment or individual management style are not valid reasons for termination of this Agreement or request of any monies returned.
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LIMIT OF LIABILITY
Client agrees that the maximum amount of damages she is entitled to in any claim of or relating to this Agreement or Services provided herein are not to exceed Contractor's total cost as set forth in this Agreement.
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INDEMNIFICATION
Client agrees to indemnify and hold harmless Contractor and its employees, agents and independent contractors for any injury, property damage, liability, claim or other cause of action arising out of or related to Services provided herein.
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ASSUMPTION OF RISK
Client and related parties/ participants expressly assume any risk of the services provided and
related activities as described herein.
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CANCELLATIONS AND RESCHEDULING
CLIENT DESIRES TO CANCEL OR RESCHEDULE
If the Client desires to cancel Services of Contractor for any reason at any time, then Client shall provide at least 30 days Notice to Contractor in order to cancel this contract. Client may reschedule Services with at least 24 hours Notice for consultation services. Providing Notice will not relieve Client of any currently outstanding payment obligations. Contractor will not be obligated to refund any portion of monies Client has previously paid to Contractor. If Contractor is able to re-book further services on or before Client's final delivery date, Client may be issued a credit for future services with Contractor at Contractor's discretion. Contractor has no obligation to attempt to re-book further Services to make up for Client's cancellation or rescheduling.
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CONTRACTOR DESIRES TO CANCEL OR RESCHEDULE
In the event Contractor cannot or will not perform her obligations in any or all parts of this Agreement, it (or a responsible party) will immediately give Notice to Client, and at the Contractor's discretion, either attempt to find a reasonable substitute to fulfill the terms of this Agreement or issue a refund or credit based on a reasonably accurate percentage of Services rendered. In the case of a refund where, at the discretion of the Contractor, no reasonable substitute is found, Contractor shall excuse Client of further performance obligations in this Agreement.
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FORCE MAJEURE
Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party that materially affects the performance of Services, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
NO-SHOWS
If it becomes impossible for Contractor to render Services due to the fault of the Client or parties related to Client, such as failure to provide necessary elements of the Services or failure of one or more essential parties to the Services to complete tasks in a timely manner, it is within the Contractor's sole discretion to allow for any additional time or dates to render Services. In such an event, any outstanding amount will immediately become due and payable to Contractor.
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GOVERNING LAW
The laws of Maryland govern all matters arising under or relating to this Agreement, including torts.
NOTICE
Parties shall provide effective notice ("Notice") to each other, including any payments or invoices, via either of the following methods of delivery at the date and time which the Notice is sent:
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Email
Contractor Email: info@blackandembodied.com
Client's Email:
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Mail
Contractor's Address: Lighthouse Cove Loop, Calabash NC 28467
Client's Address:
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SEVERABILITY
If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential provisions of this Agreement for each party remain legal and enforceable.
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AMENDMENTS
The parties may amend this Agreement only by the parties' written agreement with proper Notice.
ASSIGNMENTS
Neither party may assign or subcontract any rights or obligations in this Agreement without proper Notice, unless otherwise provided herein.
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TITLES
The titles and section headers in this Agreement are provided for convenience only and should not be construed as part of this Agreement.
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Alishia McCullough
info@blackandembodied.com
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