Client Agreement
This Client Agreement (“Agreement”) is made and entered into ____________________,(the “Effective Date”) by and between LeadsNet Solution (the “Company”) located in ____________________,and____________________(the “Client”) located in ____________________, individually referred to as “Party”, and collectively the “Parties”.
1. Engagement of Services
1.1 Services: The Client engages the Company to facilitate the connection between the Client and freelancers providing professional services through the LeadsNet Solution platform (“Services”). The Services provided by freelancers may include, but are not limited to, writing, graphic design, web development, marketing, consulting, and other freelance tasks as specified by the Client.
1.2 Project Agreement: Each project shall be governed by a separate project agreement between the Client and the selected freelancer (“Project Agreement”). This Project Agreement will specify the following:
• Scope of Work: A detailed description of the tasks to be completed by the freelancer.
• Deliverables: Specific outputs that the freelancer must provide to the Client upon completion of the project.
• Timeline: Clear deadlines for milestones and final delivery.
• Payment Terms: Compensation structure, including payment amounts, schedules, and conditions for release of payment.
1.3 Platform Use: The Client agrees to utilize the LeadsNet Solution platform to communicate, negotiate, and engage freelancers for projects. The Client shall not circumvent the platform to avoid service fees.
2. Client Responsibilities
2.1 Project Details: The Client agrees to provide accurate and complete information regarding the project, including but not limited to project scope, budget, timelines, and any specific requirements. The Client shall ensure that all information provided does not infringe on any third-party rights.
2.2 Communication: The Client agrees to maintain open and effective communication with the selected freelancer throughout the project duration. This includes:
• Providing timely feedback on drafts or submissions.
• Addressing any questions or concerns raised by the freelancer promptly.
• Responding to requests for additional information or resources that may facilitate project completion.
2.3 Cooperation: The Client agrees to cooperate with the freelancer in a professional manner, including providing access to necessary resources, tools, or platforms required for the completion of the project.
2.4 Compliance with Laws: The Client represents and warrants that all project requirements and deliverables comply with applicable federal, state, and local laws, regulations, and ordinances, including those related to intellectual property rights, data privacy, and confidentiality.
3. Payment Terms
3.1 Fees: The Client agrees to pay the freelancer as outlined in the individual Project Agreement. The payment structure may include fixed fees, hourly rates, or milestone-based payments as mutually agreed upon by the Client and freelancer.
3.2 Payment Schedule: Payments will be processed according to the terms specified in the Project Agreement. The Client acknowledges that late payments may result in the freelancer halting work until payment is received.
3.3 Service Fees: The Company reserves the right to charge service fees to the Client based on the total amount paid to the freelancer. These fees will be disclosed to the Client prior to the initiation of the project and will be outlined in the Project Agreement.
3.4 Refunds and Disputes: The Client agrees to review the work delivered by the freelancer and provide feedback within [insert time frame, e.g., 5 business days]. If the Client believes that the work does not meet the agreed-upon standards, the Client must notify the Company and the freelancer for potential resolution or refund, subject to the Company’s refund policy.
3.5 Escrow Services: The Company may offer escrow services to hold Client payments until project milestones are completed. The Client agrees to the terms of any escrow arrangement established for a specific project.
4. Ownership and Intellectual Property
4.1 Work Product: Upon full payment for the Services, all work products, materials, and intellectual property created by the freelancer in the course of performing the Services (“Work Product”) shall be the exclusive property of the Client. The Client shall have the right to use, reproduce, modify, publish, and distribute the Work Product for any purpose without further compensation to the freelancer.
4.2 License: The freelancer grants the Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, publish, and distribute the Work Product for any purpose.
4.3 Attribution: If applicable, the Client may provide attribution to the freelancer for the Work Product, as mutually agreed in the Project Agreement.
4.4 Pre-existing Materials: If the freelancer incorporates any pre-existing materials, software, or other intellectual property into the Work Product, the freelancer shall provide the Client with a non-exclusive, royalty-free license to use such materials as part of the Work Product.
5. Confidential Information
5.1 Definition: “Confidential Information” refers to any data or information that is proprietary to the Company and/or the freelancer and not generally known to the public, including but not limited to business strategies, customer lists, financial information, and project details.
5.2 Obligations: The Client agrees to hold and maintain the Confidential Information in strict confidence and shall not disclose it to any third parties without prior written consent from the Company or the freelancer. The Client agrees to use Confidential Information solely for the purpose of the project.
5.3 Exceptions: The obligations of confidentiality shall not apply to information that (a) is or becomes publicly known through no fault of the Client, (b) is received from a third party without breach of any obligation of confidentiality, or (c) is required to be disclosed by law or regulation.
5.4 Return of Materials: Upon termination of this Agreement or completion of the project, the Client agrees to return or destroy all materials containing Confidential Information.
6. Term and Termination
6.1 Term: This Agreement shall commence on the Effective Date and shall continue until terminated by either party.
6.2 Termination for Convenience: Either party may terminate this Agreement for any reason with [insert notice period, e.g., 14 days] written notice to the other party.
6.3 Termination for Cause: The Company may terminate this Agreement immediately if the Client breaches any material provision of this Agreement or engages in unethical or illegal conduct.
6.4 Effect of Termination: Upon termination, the Client shall cease all use of the Services, return any Company property, and pay any outstanding fees for work completed prior to termination.
6.5 Survival: The provisions of Sections 4 (Ownership and Intellectual Property), 5 (Confidential Information), 7 (Limitation of Liability), and 8 (Miscellaneous) shall survive the termination of this Agreement.
7. Limitation of Liability
7.1 Limitation: To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Services provided by freelancers.
7.2 Maximum Liability: The Client’s sole remedy for any claim related to this Agreement shall be limited to the amount of fees paid to the Company under this Agreement, regardless of the form of action.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State]. Any disputes arising under or in connection with this Agreement shall be resolved in the courts located in [Insert County/City], [Insert State].
9. Miscellaneous
9.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral.
9.2 Amendments: This Agreement may be amended only by a written agreement signed by both parties.
9.3 Severability: If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.
9.4 Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
9.5 Assignment: The Client may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement at any time without consent.
9.6 Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, war, acts of terrorism, or government action.
9.7 Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by facsimile, or sent by registered or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may specify in writing.
IN WITNESS WHEREOF, the parties have executed this Client Agreement as of the Effective Date.
LeadsNet Solution
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
Client
By: ___________________________
Name: _________________________
Date: _________________________