The Small Print
Idea Decanter shall perform the services as described in this proposal on a commercially reasonable basis and in accordance with these terms. Unless otherwise agreed in writing, Idea Decanter expressly rejects any additional or different terms or conditions proposed by Client. Time, cost, and delivery estimates are determined based on the scope of work provided by Client at the time of this proposal. While this estimate attempts to be as accurate as possible, delays by the Client, third-party vendors, and/or unforeseen technical or administrative complications may require additional hours and incur additional costs. Client will be informed in a commercially reasonable manner in advance as to the of these delays or costs, and presented with solutions wherever possible.
Client agrees to assist Idea Decanter in order to successfully complete the proposal. Client is expected to reasonably and timely comply with its responsibilities outlined in the proposal. Client will make available a designated representative who is authorized to communicate on behalf of client and make binding decisions for Client.
3. Modification to Scope of Work
Changes to approved project scope may result in additional fees, which shall be agreed upon between the parties. A change request should be directed to Idea Decanter in writing.
4. Quality Control
Client has the responsibility to proofread and examine all work produced during the Project. Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors discovered after printing or reproduction, or for any work or services performed by any party selected by the Client. In the event Client determines that there are errors in the work produced during the Project, Client shall notify Idea Decanter of any errors with-in forty-eight (48) hours of Client’s determination. Failure to promptly notify Idea Decanter shall constitute a waiver by Client of any claim arising out of such errors.
5. Non-Action (Project Delays)
Idea Decanter will exert best efforts to maintain its schedule, however, inaction on behalf of Client may delay the project. Clients who do not respond to Idea Decanter on matters regarding the project within seven (7) days including but not limited to failing to meet the agreed-upon deadlines for delivery of information, materials, approvals, payments, and for charges may lose their place in our project queue. Further inaction by the Client for 30 days may result in a renegotiation of fees, project cancellation, or loss of all fees paid. Idea Decanter reserves the right to modify the schedule without liability.
6. Cancellation Fees
Requests to reschedule your record session must be received 48 hours in advance. Cancellation received with less than 48-hours notice will be subject to a $225 fee.
7. Contingency Delays
a. Contingency Day. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of Idea Decanter. These circumstances include, but are not limited to: (1) Weather conditions (rain, fog, snow, or any other conditions inconsistent with the production desired by the Client); (2) Injury, illness, or absence of Client-supplied elements (e.g. talent, clothing, etc.); (3) Equipment delays; or (4) Travel delays.
b. Contingency Day Obligations and Costs. Client is responsible for travel and related expenses in the event of a contingency day reshoot. Idea Decanter will attempt to minimize contingency day liabilities and will apply accepted industry cancelation practices.
8. Work Provisions
a. Independent Contractor. For all purposes hereof and in the performance of its obligations under this Agreement, Idea Decanter is and shall remain an independent contractor and nothing in this Agreement or in a Scope of Work shall be deemed or construed to create an employer/employee, joint venture, or partnership relationship between Idea Decanter and Client. Nothing herein shall be deemed or construed to create an employment relationship between Client and any employee, agent, or independent contractor of Idea Decanter. Neither party shall have any authority to insure any obligations on behalf of the other party or to make any promise, representation, or contract of any nature on behalf of the other party.
b. Non-Exclusivity. Client recognizes that Idea Decanter provides services to Client under this Agreement and may perform similar services from time to time for other persons, and this Agreement shall not prevent Idea Decanter from providing its service. Idea Decanter recognizes that Client may engage other consultants to perform similar services from time to time, and this Agreement shall not prevent Client from using such consultants.
9. Intellectual Property Definitions and Ownership /Usage Rights
a. IP / Source Files / Materials: All source files, original artwork, including sketches, digital files, and any other preliminary materials, remains the intellectual and/or physical property of Idea Decanter unless purchased by a payment of a separate fee. Any processes or methodologies developed by Idea Decanter and our development partners regarding business process outsourcing and methods for delivering work product shall remain the exclusive intellectual property of Idea Decanter and its partners. Further, Idea Decanter’s development team may use certain proprietary non-application specific components. Such components and any intermediate tools used will remain the exclusive intellectual property of Idea Decanter’s development team. This includes the supply chain and resources used for the work product. Idea Decanter will obtain and keep on file any and all necessary music rights for any soundtrack purchased for Client. Idea Decanter will provide a copy of the license and or receipts for the Client. Charges have been included in this proposal unless otherwise noted.
b. “Type A Deliverables”: shall mean Deliverables that are specific to Client’s business request detailed in the Proposal, including, but not limited to final video and photographic imagery and documentation associated therewith. Examples of Type A Deliverables include final video products, articles, and any finished artwork.
c. “Type B Deliverables”: shall mean licensed deliverables that are not specific to Client’s business, including, but not limited to stock video or photography, stats, and open source information. Examples of Type B Deliverables might include stock video of Seattle, Statistics garnered from outside sources for blog content, and photography from our archives.
d. Ownership of Final Product: Upon full payment, Idea Decanter hereby assigns ownership in Type A Deliverables. A separate fee may be negotiated to assign right and title to the authorship and associated work product of the deliverables.
e. Promotional Use: Idea Decanter reserves the right to use the final content and organization name for publications, exhibition, competition, and other promotional purposes (such as on our website, in print, or in presentations).
10. Fees, Invoices, Payment
a. Invoices / Payment. Idea Decanter will invoice Client according to the outlined Payment Schedule within the Proposal. Any such invoice shall be due within fifteen (15) days of the invoice date by cash or check. Late payments shall accrue interest at a rate of one and a half percent (1.5%) per month on unpaid amounts, compounded monthly from the date due until paid. Idea Decanter reserves the right to suspend its services and withhold delivery of all electronic and/or printed materials until payment is received on past due invoices. In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein. There is a $40 fee for returned checks. Client shall bear the costs of collection including reasonable attorneys fees.
b. Expenses. Client will reimburse Idea Decanter for all materials and reasonable out-of-pocket Fees and Expenses incurred in connection with the performance of its obligations under this Agreement (“Expenses”). Project-related expenses include, but are not limited to, specialty software or fonts outside of current libraries, stock photography, or permits or props, rebilled at cost. Idea Decanter will obtain Client’s prior written approval for any single out-of-pocket Expense.
c. Additional Work. Additional work beyond the scope of this proposal will be billed at the current hourly rate in the proposal or negotiated on a flat-rate per project basis.
d. Holidays. Except under special request by Client, Idea Decanter personnel will not be available on national holidays. Hours worked during holidays will be billed at double the prevailing hourly rate set forth in the applicable Scope of Work.
e. Cancellation & “Kill Fees”. Client may terminate this Agreement at any time in writing for any reason. The termination of this Agreement by Client, regardless of how it occurs, will not relieve Client of obligations that have accrued up until the termination date. In the event Client cancels this Agreement prior to the completion of Project, Client shall pay Idea Decanter (a) for all work performed up to the date of termination, (b) for all contracted for outside expenses and commitments that have been incurred and cannot be cancelled and (c) a cancellation fee equal to 10% of the remaining fees that would otherwise have been paid to Idea Decanter if the Agreement were to have been fully performed. Upon termination of this agreement by Client or by Idea Decanter due to breach and such party has failed to cure such breach within five days of notice, Idea Decanter may retain any payments already made to it by Client. The terms for the preceding sentence are not intended to be and shall not be construed as a limitation on the respective rights of Client or Idea Decanter to pursue a legal claim for damages against the other in the event of a termination of this agreement for breach. Idea Decanter retains all rights and ownership to preliminary concepts and works in progress if the project is cancelled and any licenses shall be revoked unless a separate agreement is agreed upon.
11. Warranty of Authority; No Conflict
Each party warrants that it is authorized to enter into this Agreement and to perform its obligations hereunder, and that its performance hereunder will not conflict with, limit, or will contradict any other agreement.
12. No Infringement
The parties represent and warrant that their disclosure and delivery of any information, documents, software or other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, without limitation, any copyright, known patent or trade secret right.
13. Confidential Information
Idea Decanter acknowledges and agrees that it may receive or have access to sensitive materials of its client and therefore adheres to a strict confidentiality policy. However, information shall not be considered confidential if it is already publicly known through no act of Idea Decanter. Client agrees not to disclose Idea Decanter pricing, discounts, or contracts to any third parties outside its organization.
14. Code of Conduct
Client acknowledges that Idea Decanter will not include anything leading to an abusive or unethical use of the finished project. Abusive and unethical materials and uses include, but are not limited to: pornography, obscenity, distasteful nudity (i.e., not for the sake of art), violation of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and/or any infringement of privacy. It should also be understood that Idea Decanter will not knowingly publish or create information for any medium that may be used by another party to harm another. Client agrees to indemnify Idea Decanter from liability from any and all unauthorized uses of the project content that violate the terms of this section.
Client shall be responsible for the accuracy and completeness of any information contained in all materials that they provide to Idea Decanter. Client guarantees that Client owns all materials submitted to Idea Decanter, or that Client has secured all necessary rights, waivers or releases related to such materials, in order for Idea Decanter to be legally permitted to use the materials, including, without limitation any text, artwork, photography, electronic file content, trade-marks, trade names and musical compositions and/ or sound recordings. Client shall indemnify, defend, and hold Idea Decanter harmless from and against any claim, suit, damage and expense, including attorneys’ fees, arising from or out of claims by third parties for all violations or infringements of others’ intellectual property rights, including copyrights, trademarks, trade secrets, and publicity or privacy rights with regard to the Idea Decanter use of such materials submitted by Client to Idea Decanter.
16. Limited Liability
In no event shall Idea Decanter be responsible for any incidental or consequential damages including but not limited to lost profits, loss of business, etc. resulting from its good faith actions.
17. Force Majeure
Neither party shall be responsible for any damages, delays, or other failures to fulfill its obligations hereunder as a result of war or other violence, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, and/or other occurrences beyond their control whether or not similar to those listed above. In such an event, the parties shall promptly notify one another and reschedule as necessary.
18. Entire Agreement; Severability
This Agreement supersedes all prior oral or written representations, communications, or agreements between the parties, and, together with any appendices, constitutes the final and entire understanding of the parties. If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.
Any controversy or claim between the parties shall be settled first by negotiation between the parties’ respective Presidents or equivalent officer. If, after a reasonable period of time, the parties’ are still unable to resolve the dispute, the parties agree to settle the dispute by arbitration before a single, mutually agreed upon arbitrator under the then current rules of JAMS. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held in King County, Washington. Each party shall bear its own expenses in arbitration, however, the prevailing party shall be entitled to recover reasonable costs and attorney’s fees in addition to any award amount.
20. Governing Law
This Agreement shall be interpreted according to the laws of the State of Washington. The parties agree that exclusive jurisdiction and venue of any actions arising out of this Agreement or relating to the breach at enforcement thereof, shall lie in the Courts of King County of the State of Washington.
21. Approval Time Frame
The Agreement is valid for 30 days from delivery. At its expiration, a new proposal may be requested.