This Agreement (“Agreement”) is made by and between Quilt Pattern Writers (“Contractor”) and (“Client”).
1. SERVICES TO BE PERFORMED
Contractor, acting independently and not as an employee of Client, agrees to perform the Services (“Services”) indicated in the completed QPW Ghostwriting Form and on client call (if applicable).
2. COMPENSATION AND REIMBURSEMENT
2.1. Compensation Schedule
Client agrees to pay Contractor a fee of $50 per hour (“Contractor’s Fee”).
The contractor will invoice the Client upon delivery of final files unless specified in the form or discussion. The client will pay the Contractor the amount due within 15 business days from the invoice date. Overdue accounts subject to a service charge per month.
Contractor will be responsible for all expenses incurred while performing Services under this Agreement.
2.3. Form of Payment
All payments of Contractor’s Fees, fees for Additional Services, and reimbursements of expenses must be made in the form of electronic payments.
3. CLIENT’S RESPONSIBILITIES
Client is responsible for:
a. Making timely decisions and providing the information requested by Contractor in order to perform Services.
b. Making timely payments of Contractor’s Fees, fees for Additional Services and reimbursement of expenses to Contractor.
4. RELATIONSHIP OF THE PARTIES
4.1. Independent Contractor
It is expressly agreed that the Contractor is acting as an independent contractor and not as Client’s employee. The Contractor and Client acknowledge this Agreement does not create a partnership or joint venture between them. Contractor will not enter into any contracts on behalf of Client. Contractor may represent, perform services for, and contract with as many additional clients, persons, or companies as Contractor, in Contractor’s sole discretion, sees fit, provided those services do not pose a conflict of interest with the Services performed for Client.
4.2. Performance of Services
Contractor will determine the method, details, and means of performing the above-described Services.
Contractor may perform the Services under this Agreement at any suitable time and location the Contractor chooses. Contractor will use its own resources such as supplies, equipment, tools, and materials to complete Services, unless necessity requires the use of Client’s resources and those requirements are defined in this document. Contractor shall devote such working time and attention to the performance of the Services as required to satisfy all duties and responsibilities of Contractor as outlined in this Agreement.
Contractor shall perform its obligations hereunder in compliance with the terms of this Agreement and any and all applicable laws and regulations. If necessity requires Contractor to interact with any of Client’s employees, customers, vendors, affiliates or members of the general public, Contractor shall comply with all of Client’s policies and regulations.
Contractor warrants that Contractor is qualified to perform the Services and that the Services will be performed in a professional, timely and workmanlike manner without the advice or direction of Client.
4.3. Contractor’s Personnel
Contractor may hire, engage and/or use employees, third-party contractors or other service providers as independent contractors in connection with performing the Services (“Contractor’s Personnel”). Contractor is responsible for training, directing the work, and compensating Contractor’s Personnel. Contractor’s Personnel are not Client’s employees and Client assumes no responsibility for hiring, training, or compensating Contractor or Contractor’s Personnel. Contractor is fully responsible for ensuring Contractor’s Personnel comply with the terms and conditions of this Agreement.
Client will not withhold Social Security and Medicare taxes, federal, state, or local income tax, or payroll tax of any kind, or make state or federal unemployment compensation contributions, on behalf of the Contractor or Contractor’s Personnel. Contractor is responsible for all taxes arising from
compensation and other amounts paid under this Agreement, including all payroll, income and unemployment taxes of Contractor’s Personnel, if any. Contractor shall, when requested by the Client, properly document to the Client that any and all taxes have been paid.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and material of the other party (“Confidential Information”). Each party, its agents, personnel and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement or may be required by a court or governmental authority. A party will not be restricted in using Confidential Information that is publicly available, becomes publicly known through no fault of the receiving party, or is otherwise received from a third party without an obligation of confidentiality.
6. INTELLECTUAL PROPERTY
During the course of performing the Services, Contractor, Contractor’s Personnel, or other representatives may, independently or in conjunction with Client, develop information, materials, results, systems, and programs (collectively referred to as “Work Product”).
Provided Client has complied with the terms of this Agreement and upon final payment of all amounts owed to Contractor, Contractor assigns to Client all right, title and interest in and to the Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights. Contractor further agrees to provide all assistance reasonably requested by Client, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Client’s rights in the Work Product. Upon the termination of this Agreement, Contractor agrees to deliver promptly to Client all printed, electronic, audio-visual, and other tangible manifestations of the Work Product,
7. TERM OF AGREEMENT
This Agreement will become effective on the date the QPW form is filled out and submitted. This agreement also will be effective for all future jobs held between both parties.
This Agreement will terminate on the earliest of:
a. The date both parties perform their obligations under this Agreement;
b. The date a party terminates the Agreement as provided herein.
8. TERMINATING THE AGREEMENT
Either party, without cause, may terminate this Agreement by delivering 5 calendar days written notice to the other party. The date the non-terminating party receives the written notice of termination shall be deemed the Date of Termination (“Date of Termination”).
The obligations which intend to survive termination of this Agreement (including, but not limited to, confidentiality, warranties, governing law, intellectual property, limitation of liability and indemnification) shall survive any termination of this Agreement.
8.1. Termination by Client
In addition to any other obligations set forth in this Agreement, if Client terminates this Agreement:
a. all payments made to date to Contractor are non-refundable; and
b. all outstanding Fees for Services performed and Additional Services rendered through the Date of Termination and all outstanding reimbursements of expenses will be due immediately.
8.2. Termination by Contractor
In addition to any other obligations set forth in this Agreement, in the unlikely event that the Contractor has to terminate this Agreement for any reason other than Client’s breach of the Agreement, Contractor will refund Unearned Fees to Client. Unearned Fees will be calculated as follows: the total number of hours Contractor has expended for Services and Additional Services rendered through the Date of Termination at an hourly rate of $50 subtracted from amounts paid by Client to Contractor for Services and Additional Services. Any remaining balance will be refunded to Client as Unearned Fees. Client payments for reimbursements of expenses will not be refunded. If there is a balance due, Client will pay Contractor the outstanding balance within 7 calendar days from the invoice date.
9. LIMITATION OF LIABILITY
IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THIS AGREEMENT TO BOTH THE CLIENT AND THE CONTRACTOR, THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE PARTIES AGREE TO LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES TO THE AMOUNT OF CONTRACTOR’S TOTAL FEES UNDER THIS AGREEMENT. IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING, UNLESS OTHERWISE PROHIBITED BY LAW.
10. DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator. Any costs and fees other than attorney fees associated with the mediation will be shared equally by the parties. If the dispute is not resolved within 60 calendar days after it is referred to the mediator, any party may take the matter to court. If any court action is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled.
All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, (c) by first class, registered or certified mail, postage prepaid, or (d) electronic mail. Delivery shall be made to the address or electronic mail address, as appropriate, of the party specified in this Agreement or such other address or electronic mail address as either party may specify in writing. Such notice shall be effective upon (a) the receipt by the party to which notice is given or (b) on the third day following mailing, whichever occurs first.
12. ENTIRE AGREEMENT
This Agreement (including attachments) contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended if the amendment is made in writing and is signed by all parties.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
The headings contained in this Agreement are strictly for convenience, and shall not be used to construe meaning or intent.
The failure of any party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.
17. FORCE MAJEURE
A party shall not be liable for any failure of or delay in the performance of this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to any act of God, such as but not limited to war, riot, civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, order, regulation or decree; earthquake, flood, fire, hurricane, tornado, or other casualty; strike, lockout, or other labor disturbance; pandemic, epidemic, public health emergency, outbreak of communicable disease; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of any force majeure event, the party relying upon this provision shall give notice, as soon as feasible, to the other party of its inability to perform or of delay in performing its obligations.
18. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of North Carolina, and any disputes arising from it must be handled exclusively in the County of Cherokee, NC.
19. COUNTERPARTS, SIGNATURES
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and which collectively shall constitute one agreement. Use of fax, email, and electronic signatures shall have the same force and effect as an original signature.
20. CHANGES TO CLIENT AGREEMENT
QPW reserves the right, in its sole discretion, to change the Client Agreement under which www.quiltpatternwriters.com is offered. The most current version of the Client Agreement will supersede all previous versions. QPW encourages you to periodically review the Client Agreement to stay informed of our updates.
QPW welcomes your questions or comments regarding the Client Agreement:
Christina Dickerson & Lisa Visel
Quilt Pattern Writers
Katy, TX 77493
This page was last updated on November 12, 2023