Project Agreement Contract

Project Agreement

PARTIES

Systems for Lawyers, “Service Provider” will create the marketing assets/collateral listed below for , with signing as representative “Client.”

Project Description

COMPENSATION

Fees. agrees to pay Pure Conceptions Multimedia the project total of .

Deposit. The required deposit of , must be made within (7) seven business days of signing this agreement. Client further understands that during the period of time between signing this agreement and the receipt of the first project deliverable, the deposit is still non-refundable because Service Provider may forgo other similar service contracts in order to guarantee adequate capacity to fulfill this Agreement. However, if Service Provider terminates this Agreement without completing the services agreed upon herein, Service Provider shall reimburse the deposit within seven (7) days of termination.

Agreed Upon Payment Method. The final payment is due prior to our agency releasing tangible deliverables to Client. Client has agreed to pay the investment as follows: .

A default in the payment will result in a day to day suspension of the system – including but not limited to an erection of a Coming Soon Splash page on any websites/funnels we build; pausing of automations; and denial of access to app account. Upon the second default, Pure Conceptions reserves the right to accelerate payment to recover the remaining balance on the contract. The system will remain hosted on the Pure Conceptions Multimedia Server, and if the Client chooses to depart from our server, the only files/items that we can export to client will be an exported .csv file of the Client’s contact list. Pricing includes Service Provider fees/ labor costs and a perpetual worldwide license as outlined hereunder. Any other costs, including but not limited to, hosting, domain name purchase, art licensing, or photography, hiring actors/spokespersons, filming production, etc. will be billed to Client, unless otherwise stated in this agreement.

Late Payments

A 10% monthly interest fee will be applied to outstanding payments. If a payment is more than 90 days late, it will be considered a material breach. Client understands that such material breach gives Pure Conceptions the option to immediately terminate the agreement, without notice, and seek the remaining balance via all legally viable methods, including debt collection.

CLIENT RESPONSIBILITIES

Client acknowledges that it is responsible for performing the following in a reasonable and timely manner:

(a) Submitting all forms prior to Sunday at 11:59pm PST. Our work week is Monday - Sunday. Because we move to the next phase of our automation on Monday mornings, we must have all completed forms for the Upcoming Week to be submitted on Sunday at 5:00 pm EST of the week that the form is due;

(b) Client must proofread all Deliverables. Client will be charged for correcting errors 48 hours after they have approved or accepted any Deliverable;

(c) Guarantee that all images and intellectual property provided by client are properly licensed by client and do not break any intellectual property laws. Upon the event that the legal use of the photos are disputed, client assumes responsibility for all images provided by them;

(d) Client is responsible for delivering all content that Client has chosen to create on their own (including but not limited to text, videos, and images) on the content delivery dates agreed upon in writing, to ensure an on time delivery of the automations and all subsequent deliverables;

(e) Availability: the Client must make themselves available for a 1-on-1 call at the beginning of the Contract Period, in which Service Provider will explain the Services roadmap, and the materials and deliverables that will be provided as part of the Services throughout the Contract Period;

(f) During the Contract Period, Service Provider will make themselves available to the Client for 1 phone call every 2 weeks in which Service Provider staff will answer specific questions the Client might have relating to the Services;

(g) Client must make a reasonable effort to engage and attend the services provided by Service Provider as part of the Client Acquisition Coaching Services, including that the Client must:

(i) Attend a minimum of 1 call per week to walk through the setup of the automations that were setup the prior week;

(ii) Deliver 90% of the video materials required as part of the Marketing Phase, by the 30th day of the Contract Period;

Client Content Delivery and Project Completion:

a. Client Acknowledgment: The Client acknowledges that timely delivery of content as described in this Agreement is crucial to the successful completion of the project. The Client further acknowledges that their failure to provide the required content within the agreed-upon timeframe is not acceptable cause for:

(i) Withholding payment for services rendered, or

(ii) Delaying or preventing the closure of the project.

b. Placeholder & Templated Content: In the event that the Client fails to provide the necessary content, including but not limited to text, videos, and images, by the specified content delivery date, the Service Provider reserves the right to proceed with the project using placeholder text or the templated text that was provided by Service Provider for that stage of the project, placeholder videos, and placeholder images. The Service Provider will make a good-faith effort to create and use placeholder content that is relevant to the project's goals and objectives.

c. Client's Responsibility to Replace Placeholder or Templated Content: The Client agrees that, in the event of content non-delivery, they will assume the responsibility of replacing the placeholder content with their own content by following the pre-recorded instructions provided by the Service Provider. The Client acknowledges that this may be necessary to ensure the project's timely completion.

d. Payment Obligation: The Client's payment obligations under this Agreement remain unaffected by the Client's failure to provide content. The Client shall make all payments as specified in the payment schedule, regardless of whether placeholder content is utilized.

e. Project Closure: The Service Provider reserves the right to close out the project upon the completion of their obligations, including the implementation of placeholder content, in accordance with the agreed-upon project milestones and deliverables. Closure of the project will be considered complete when the Service Provider has fulfilled their responsibilities as outlined in this Agreement, regardless of whether Client has upheld their contractual responsibilities.

The person(s) whose signature is on this contract will be the sole point of contact, unless both parties agree in writing to allow a third-party.

Third party subscriptions and API Keys

GUARANTEE

The objective of this Guarantee ("Guarantee") is to provide Client with a guarantee that the automated law firm services provided by Service Provider will result in specific benefits, including but not limited to tripling Client's caseload and reducing administrative tasks by 80%, subject to the conditions and requirements set forth herein.

Guarantee Conditions

(a) Client Cooperation: This Guarantee is contingent upon Client's full cooperation throughout the duration of the engagement. Client agrees to actively participate in all aspects of the automated law firm services and to meet all deadlines and requirements set forth in this agreement.

(b) Task Assessment: At the commencement of the engagement, Client and Service Provider shall conduct a comprehensive task assessment to determine the time required to complete certain manual tasks. This assessment shall serve as the baseline for measuring administrative task reduction.

(c) Monthly Assessments: Client shall conduct new task assessments every 30 days to track the reduction of administrative tasks. Failure to conduct and submit these assessments within the specified timeframe will constitute a material breach of this agreement that will result in a void of the guarantee.

Client Deliverables and Deadlines

(a) Weekly Forms: Client agrees to complete and submit all assigned forms and deliverables on a weekly basis. Client acknowledges that each week begins on Monday and ends on Sunday, with all forms and deliverables due by 5:00 PM CST on the following Sunday.

(b) Video Recording: Client shall record/film all video scripts provided by Service Provider within the first 30 days of the engagement. Failure to record these videos within the specified timeframe will constitute a material breach of this agreement and result in a void of this guarantee.

(c) Document Review: Client shall review and approve all documents, social media content, and copy drafted by Service Provider within 5 days of receiving them. Failure to meet this deadline will affect the Service Provider's ability to deliver the desired results.

Guarantee Voidance

(a) Failure to Meet Conditions: If Client fails to meet any of the conditions and requirements outlined in this agreement, including but not limited to task assessments, weekly forms, video recording, and document review, the Guarantee shall be voided.

(b) Material Breaches: Failure to either (1) record videos within the specified timeframe or (2) submit forms prior to their deadline, as mentioned in “Client Deliverables and Deadlines,” shall be considered a material breach on their own and will result in the automatic voidance of the Guarantee.

(c) Guarantee Expiration: The guarantee automatically expires/terminates after 90 days from the commencement of the engagement.

Refund Process

(a) In the event that the Guarantee is invoked by the Client for a refund, Client acknowledges that the use of all deliverables, including but not limited to video scripts, copyrighted materials, and automations provided by Service Provider, shall immediately cease and all licenses afforded to Client for use of the aforementioned deliverables shall immediately terminate.. Any further usage will be considered an infringement on Service Provider’s Intellectual Property. Service Provider reserves the right to deactivate all systems or automations created for Client that are housed on Service Provider’s platforms.

TERM OF AGREEMENT

The system will be ready to use on , contingent upon receiving all items that Client is responsible for delivering to Service Provider by ("content delivery date"). Either party may terminate the agreement hereunder for any reason by delivering written notice of termination to the other party no less than (21) twenty-one days before the effective date of termination, which date will be specified in the notice of termination. All monies earned and not paid to the Service Provider must be paid before the Service Provider consents to termination of this agreement. Service Provider reserves the right to deactivate any API keys, software subscriptions or other integrations that are placed into the Client's website, email platform, etc. if those API keys, subscriptions, and/or integrations belong to the Service Provider’s account and aren't being paid for by Client.

60 DAYS FREE ACCESS - AUTOMATION APP

60 Days of free access to the Systems for Lawyers™ App (“The App”) ($397 per month after the first 60 days, if no break in service | $497 per month after the first 60 days if service is paused or canceled and then reactivated)

The App will allow Client to do the following:

1. Create SMS Marketing and Email Marketing Campaigns (SMS marketing will require Client to have their own Twilio account — Service Provider can assist with Twilio setup)

2. Launch landing pages and sales funnels (for ads, event registrations, product promotion, etc.)

3. Keep detailed notes about clients & partners as interactions and communications take place

4. Observe and manage deals as they move through the sales funnel and monitor the sales pipeline for the organization

5. Segment and organize contacts based on their interests and potential partnership capacity

6. Automate communication and promotional messaging to be sent out at mass or on an individual basis

7. Make phone calls and send text messages to individual contacts, from the application dashboard

8. Schedule & manage appointments and meetings with contacts from the application dashboard

- Service Provider will provide instructions on how Client can export all contact data that The App allows to be downloaded. Service Provider will provide Client instructions at the time the system is launched.

ACCREDITATION AND PROMOTION

Accreditation: Service Provider shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by Service Provider in the Deliverables on each page of the Final Deliverables.

Promotion: Service Provider retains the right to reproduce, publish and display the Deliverables in Service Provider’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

NON-DISPARAGEMENT

NON-DISPARAGEMENT. Client agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of Service Provider, its employees, directors, and officers. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, social media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients (past, present, and prospective).

The Parties understand and agree that this Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that Service Provider would be irreparably harmed by violation of this provision. Client agrees to liquidated damages that are to be calculated by multiplying the total sum of this contract by the number of instances of disparagement that can be produced by Service Provider.

RELATIONSHIP OF THE PARTIES

Independent Contractor: Systems for Lawyers (A Pure Conceptions Multimedia Affiliate) is an independent contractor. Systems for Lawyers and the work product or Deliverables prepared by Systems for Lawyers shall not be deemed a work for hire as defined under Copyright Law. Systems for Lawyers shall be allowed to use third party’s as independent contractors in connection with the Services.

Term: This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Upon completion of the project, the Client and Service Provider agree that Service Provider's obligations under this agreement shall automatically terminate. In the event that the Client fails to provide the necessary deliverables or fails to cooperate within the agreed-upon timeframe, Service Provider shall have the right to terminate its obligations under this agreement after ninety (90) days have passed since the intended time of project completion. The Client acknowledges that any attempt to restart or request the completion of the project after the specified termination period may result in additional fees or a new agreement. This clause is intended to protect Service Provider from any prolonged commitment due to Client inaction or delay, while ensuring the completion of the project within a reasonable timeframe.

License: Service Provider grants to Client a non-exclusive, perpetual and worldwide license to use and display the Final Deliverables in accordance with this Agreement. The rights granted to Client are for use of the Final Deliverables in its original form only. Client may not change, create derivative works or extract portions of the Final Deliverables. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.

DISPUTE RESOLUTION

Negotiation: Parties agree to not go into litigation, and instead resolve any dispute by negotiation and mediation between the parties. This Agreement shall be governed by, and construed in accordance with, the law of the State of Texas, with jurisdiction in Harris County, Texas.

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January 17, 2024 2:15 am CDT

Project Agreement Contract Uploaded by Taren Marsaw - info@systemsforlawyers.com IP 49.43.100.214