1. Services

Becca French Design shall provide the services (the “Services”) to Client as described in the SOW which, upon execution, will be incorporated and made part of these General Terms and Conditions for Services. The SOW, together with these terms, shall collectively be referred to herein as the “Agreement.” In the event of a conflict between the terms of an SOW and the terms of this Agreement, the terms of this Agreement shall supersede and control. No obligation to provide any Services shall be incurred by Becca French Design until such time that an SOW has been executed by authorized representatives of both parties. The existence of this Agreement shall not be construed as imposing any obligation upon Becca French Design to agree to an SOW or to otherwise perform any Services for the Client.

Client is advised Becca French Design’s Services/recommendations may include third-party products, services and/or licenses (collectively “3rd party items.”) Client is responsible for all terms and conditions of such 3rd party items, which Becca French Design will confirm are provided to Client. Becca French Design disclaims any liability associated with 3rd party items, once accepted by Client.

Client is advised Becca French Design may, in its sole discretion, hire 3rd party independent contractors (“contractors,”) to perform a portion of the SOW. Contractors are not employees of Becca French Design but shall be bound by paragraphs 4 and 6, through an independent contractor agreement. Work performed by contractors on behalf of Becca French Design shall be in the name of Becca French Design and afforded all rights in this contract through “contractors” is replaced by “Becca French Design,” except this contract shall not grant contractors any rights greater than those set forth in any agreement between Becca French Design and contractors.

2. Fees, Expenses, Billing & Invoices

a. Fees. As consideration for Becca French Design’s rendition of the Services, Client agrees to pay Becca French Design the fees set forth in the SOW (the “Monthly Retainer Fees”). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Becca French Design’s income taxes), which amounts will be billed to and paid by Client.

b. Expenses. In addition to the Fees, Client agrees to reimburse Becca French Design for all of Becca French Design’s travel and other expenses reasonably incurred by Becca French Design in connection with its performance of the Services. Such expenses shall be approved by Client in writing in advance of the expense being incurred.

c. Billing and Payment. Becca French Design shall issue invoices to Client pursuant to the timetable set forth in the SOW. Client will pay invoices in U.S. dollars on or before the due date of Becca French Design’s invoice. Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Becca French Design. Client shall have no right of offset or withholding under this Agreement. Any amounts not paid by Client when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Becca French Design from Client becomes past due for any reason, Becca French Design may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Becca French Design’s obligations hereunder or under any SOW.

3. Warranty

Becca French Design will provide its services and meet its obligations under this Agreement in a timely and industry standard manner. Final deliverables contain no additional warranties. Becca French Design makes no promises or representations as to the results and/or impact of Client’s use/reliance on Becca French Design’s final deliverables and/or work.

4. Assurances to Rights

a. Client asserts: (1) Becca French Design has Client permission (and Client has authority to grant such permission) to ownership of anything given to Becca French Design from Client for use in this Agreement (“Client Content,”); (2) using such Client Content does not violate the patent, copyright, trade secret or other property right of any entity. Client grants Becca French Design a nonexclusive, nontransferable license to use, reproduce, modify, display and publish Client Content solely in connection with Becca French Design’s work for Client under this Agreement and the limited promotional uses as allowed by this Agreement; and (3) This agreement does not conflict with or violate any other Agreement, agreement or understanding to which Client is a party.

b. Becca French Design asserts: (a) work performed in this Agreement and/or its deliverables do not violate the patent, copyright, trade secrets or other property right of any entity; and (b) this Agreement does not conflict with any other Agreement, agreement or understanding to which Becca French Design is a party. 

5. Rights to Work

a. Prior to Payment in Full. Becca French Design retains full rights to all work created by Becca French Design for Client under this Agreement until Client has paid all amounts due under this Agreement. Client understands if it fails to pay, Becca French Design—in addition to all other rights—may complete, use, exhibit, demonstrate, sell or lease any of the work (collectively “use,”) provided such use does not violate other terms of this Agreement.

b. After Payment in Full.

i. Becca French Design grants to Client all right, title and interest in the copyrights for final deliverables under this Agreement– contained in the final files sent to Client for approval. If Client needs additional proof of ownership, Becca French Design will assist as reasonably necessary to ensure final deliverables are properly assigned to Client.

ii. Client may make (or have others make) any changes or additions to Becca French Design’s work which Client considers necessary. Client agrees if it asks Becca French Design to make changes or additions to the work after delivery of final deliverables, Client and Becca French Design will negotiate a separate additional payment for Becca French Design’s time to make such changes. Client agrees that if it makes (or has other make) changes to Becca French Design’s work, it may impact Becca French Design’s ability and/or the pricing to service or make changes to Becca French Design’s work for Client at later times.

iii. Client agrees Becca French Design retains exclusive right, title and/or interest to the preliminary work done in connection with the Agreement (“Becca French Design working process.”) Client agrees Becca French Design may use Client name and/or trademarks, and a general description of the work, in Becca French Design’s promotional materials.

c.  Becca French Design Ownership. Becca French Design’s working process and any other copyrightable works, ideas, products, or other information developed in whole or in part by Becca French Design in connection with this Agreement are the exclusive property of Becca French Design; Client agrees to execute any documents necessary to confirm Becca French Design’s ownership.  

6. Confidentiality

The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information (“Confidential Information”). Both parties agree they (and their agents) will not use for personal benefit, divulge, disclose, or communicate any confidential information the other party provides (and designates as confidential) except as required to perform SOW—unless required by a court or governmental authority. The parties’ duty of confidentiality continues after termination of this Agreement; Upon termination of this Agreement, the parties will return to the other party any provided confidential information.

7. Indemnification

Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of this Agreement. The Indemnifying Party’s liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

Section 7 states the entire obligation and the exclusive remedies with respect to the parties’ indemnification obligations pursuant to this agreement.

8. Limitation of Liability; Actions

In no event shall Becca French Design be liable under this agreement to Client for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to goodwill or reputation, and costs of cover, regardless of whether such liability is based on breach of Agreement, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen.

9. Term and Termination

a. Term. The term of this Agreement shall, as specified in the SOW, commence upon full execution hereof by the parties, unless sooner terminated as set forth herein.

b. Termination for Breach. Either party may terminate this Agreement in the event of a breach by the other party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, thirty (30) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after sixty (60) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

c. Termination Without Cause (Retainers only). This Agreement may be terminated by either party, for any reason with or without cause, after the initial six (6) month retainer period, upon sixty (60) days’ prior written notice to the other party. Notice must be submitted in writing to beccalfrench@gmail.com. Both parties agree, upon such termination, to work together and transition scheduled activities to the other party as necessary. Any costs associated with winddown and transition activities, will be discussed and agreed upon before the final date of the Agreement.

Please also note that budget increases within the initial 6-month term will be evaluated on a case-by-case basis. Budget reductions are not allowed within the initial 6-month term and require sixty (60) days’ written notice after this period.

d. Obligations Upon Termination. Termination of this Agreement for any reason shall not discharge either party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Client shall pay Becca French Design for all Services rendered prior to the effective date of termination. Upon termination each party shall return the other’s Confidential Information in its possession at the time of termination. Upon the termination, Client shall promptly return to Becca French Design any equipment, materials or other property of the Becca French Design which are in Client’s possession or control.

10. Non-Solicitation

During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Client agrees not directly solicit or induce any person who performs Services hereunder on behalf of Becca French Design to leave the employ of Becca French Design. Client is not prohibited from responding to or hiring the Becca French Design’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general. In the event the Client seeks to hire an employee of Becca French Design, written express permission will be required and failure to obtain such written permission will result in a hiring fee of $50,000 will be charged, payable immediately to Becca French Design.

11. Force Majeure

In the event this Agreement or the SOW cannot be completed due to causes beyond control (“force majeure”), either or both parties’ obligations under this Agreement may be suspended or waived if Agreement completion cannot be accomplished, within reason. “Force Majeure,” includes but is not limited to: fire, explosion, storms or other acts of nature, vandalism, theft, terrorism, pandemic and/or shutdown or closure of a 3rd party business used for this Agreement. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

12. Applicable Law, Attorneys’ Fees & Collection Expenses

This Agreement shall be governed by the laws of the State of Wisconsin, and any legal proceeding or other action arising under or in connection with this Agreement shall be brought in Milwaukee County, Wisconsin. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party. If Becca French Design incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under this Agreement, Client agrees to reimburse Becca French Design for all such costs, expenses and fees.

13. Miscellaneous Agreement Provisions

a. Neither party may assign or transfer this Agreement without prior written consent of the other party, which consent shall not be unreasonably withheld.

b. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions whether oral or written, unless directly referenced herein.

c. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties. Any reference to “writing” or “notice” may be done via electronic communication (email or other messaging) if both Becca French Design and Client have previously communicated in that manner.

d. If any provision of this Agreement shall be held 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.

e. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 

This agreement may be executed in counterparts which shall together constitute one agreement and this agreement may be executed electronically, which shall be deemed an original signature.