1. WORK AND PAYMENT.
   1. Project. The Client is hiring the Agency to do the following: PR/Advertising, Marketing, software development, Investment, and/or Production Services and Opportunities.
   2. Invoices. The Agency will invoice the Client for any one-time fees and the first month of recurring fees. If payment is not made, work will not begin.  If special arrangements are needed, arrangements can be made by contacting the office at office@dma.company. Payments that are over 15 days late will incur a late fee of 1.0% per month on the outstanding balance.
   3. Wire Transfers. Wire Transfer Instructions are available by request.
   4. Credit Card Payments. All major credit cards are accepted, but credit card payments are subject to a three percent (3%) processing fee.
   5. ACH. All invoices provide a way to pay by ACH that is free to the client.
   6. Change Orders. The Agency will not provide unlimited support for any deliverable once the Client approves and accepts it, unless otherwise agreed in writing. If changes are requested, that will constitute a change order and will be billed at the standard rate. 
   7. No Refunds. The agency does not provide refunds on work performed.
2. OWNERSHIP AND LICENSES.

   Ownership and Rights of Work

   1. Work for Hire:

      • Final Deliverables: All finished products outlined and agreed upon in this agreement, including but not limited to content creation, online materials, billboard displays, and media advertisements, shall be considered “work made for hire” as defined under applicable copyright laws. All rights, title, and interest in these finalized works shall be the exclusive property of the Client.
      • Specific Creations: Any creation made specifically for the project that is identified and mutually agreed upon by the Agency and Client to be a defining brand element will be owned by the Client. These elements, even if not part of the final deliverable, will be delivered to the Client as a separate Work product.
      • Client-Provided Materials: Materials directly provided by the Client remain under their ownership and will be used solely for this project’s purposes.

   2. Retained by Agency:

      • Drafts & Mockups: All preliminary designs, concepts, and drafts not chosen for the final product remain the property of the Agency.
      • Tools & Methods: Proprietary tools, methodologies, software, or any general application used by the Agency in the creation process will remain under the Agency’s ownership.
      • Unused Concepts: Ideas or materials crafted for this project but not incorporated can be used by the Agency for other purposes or clients.
      • Pre-existing Materials: Materials or concepts created by the Agency before this contract’s commencement and incorporated into the project are not part of the “work for hire” and remain the Agency’s property.

   3. Amicable Resolutions & Arbitration: In case of disputes concerning defining brand elements, if both parties can’t reach an amicable resolution, a neutral third-party arbitrator will be sought. The party making the claim will bear the arbitration costs.

   4. Usage Rights:

      • The Client may use the work product without restrictions but cannot modify the original content and promote it as the Agency’s creation.
      • Creative authorship will be credited to the original author of any content.
      • Content provided by the Client to the Agency is for the exclusive use in this project, with no implied transfer of ownership.
3. SaaS-SOFTWARE AS A SERVICE. For software that is created specifically for the client by the agency, the agency retains the developer rights and ownership of all software developed. The client is paying the agency for its use of developed software or technology development under the SaaS model. If the client fails to pay, access to the software will be revoked. If the client wishes to purchase the software that has been developed, that will not fall under this agreement and a different agreement will need to be agreed upon.
4. NON-SOLICITATION. Until this agreement ends, and for a period of two years thereafter, the Agency won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Agency puts out a general ad and someone who happened to work for the Client responds. In that case, the Agency may hire that candidate. The Agency promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5. REPRESENTATIONS.
   1. Overview. This section contains important promises between the parties.
   2. Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
   3. Agency Has The Right To Give Client Work Product. The Agency promises that it owns the work product, that the Agency is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Agency uses employees or subagreementors, the Agency also promises that these employees and subagreementors have signed agreements with the Agency giving the Agency any rights that the employees or subagreementors have related to the Agency’s background IP and work product.
   4. Agency Will Comply With Laws. The Agency promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations. 
   5. Work Product Does Not Infringe. The Agency promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Agency has the right to let the Client use the background IP, and that this Contract does not and will not violate any agreement that the Agency has entered into or will enter into with someone else. 
   6. Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Agency if the Agency has questions regarding this project, and to provide timely feedback and decisions. 
   7. Client-Supplied Material Does Not Infringe. If the Client provides the Agency with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION.
   1. Mutual Consent: Both parties reserve the right to end the Contract upon mutual agreement at any point in the engagement.

   2. Unilateral Termination: Either DMA or the Client may terminate this Contract by providing a written notice of 30 days, ensuring that the other party has adequate time to make necessary adjustments. This notice can be given via email or physical letter.

   3. Obligations Upon Termination: Upon serving the notice, the Agency shall complete any work that was underway until the date of termination, unless otherwise directed by the Client. Any pending payments for completed work or services rendered until termination must be settled within 15 days of the termination date.

   4. Compensation: In the event of early termination by the Client, the Client will pay the Agency for the work completed until the termination notice, plus a termination fee equivalent to 10% of the remaining Contract value. This excludes any direct ad spend.

   5. Retrieval of Assets: Post-termination, the Client shall be entitled to retrieve any content, data, or intellectual property specifically belonging to them, while the Agency retains the right to its proprietary tools, strategies, and methodologies.

   6. Continuing Clauses: Certain clauses will continue to have effect post-termination, ensuring the protection of both parties. These include but are not limited to: Confidentiality, Liability Limitations, Ownership Rights, and Indemnity.

   7. Good Faith: It remains the sincere intention of both parties to execute their obligations in good faith. If, however, the Agency finds it cannot uphold its quality standards or if unforeseen circumstances hamper project execution, it can invoke a “Commitment to Quality” provision, allowing it to end the engagement without any penalties to either party.

7. SERVICE PROVIDER. The Client is hiring the Agency as a service provider. The following statements accurately reflect their relationship:
   1. The Agency will use its own equipment, tools, and material to do the work. 
   2. The Client will not control how the job is performed on a day-to-day basis. Rather, the Agency is responsible for determining when, where, and how it will carry out the work. 
   3. The Client will not provide the Agency with any training. 
   4. The Client and the Agency do not have a partnership or employer-employee relationship. 
   5. The Agency cannot enter into agreements, make promises, or act on behalf of the Client. 
   6. The Agency is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days). 
   7. The Agency is responsible for its own taxes. 
   8. The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Agency or any of the Agency’s employees or subagreementors.
8. CONFIDENTIAL INFORMATION.
   1. Overview. This Contract imposes special restrictions on how the Client and the Agency must handle confidential information. These obligations are explained in this section. 
   2. The Client’s Confidential Information. While working for the Client, the Agency may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Agency promises to treat this information as if it is the Agency’s own confidential information. The Agency may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Agency use a customer list to send out a newsletter, the Agency cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Agency written permission to use the information for another purpose, the Agency may use the information for that purpose, as well. When this Contract ends, the Agency must give back or destroy all confidential information, and confirm that it has done so. The Agency promises that it will not share confidential information with a third party, unless the Client gives the Agency written permission first. The Agency must continue to follow these obligations, even after the Contract ends. The Agency’s responsibilities only stop if the Agency can show any of the following: (i) that the information was already public when the Agency came across it; (ii) the information became public after the Agency came across it, but not because of anything the Agency did or didn’t do; (iii) the Agency already knew the information when the Agency came across it and the Agency didn’t have any obligation to keep it secret; (iv) a third party provided the Agency with the information without requiring that the Agency keep it a secret; or (v) the Agency created the information on its own, without using anything belonging to the Client. 
   3. The Agency’s Confidential Information. While working with the Agency, the Client may come across, or be given, Agency information that is confidential. This is information like, business strategies, research & development notes, statistics about a website(s), and other information that is private. The Client promises to treat this information as if it is the Client’s own confidential information. If the Agency gives the Client written permission to use the information for another purpose, the Client may use the information for that purpose, as well. When this Contract ends, the Client must give back or destroy all confidential information, and confirm that it has done so. The Client promises that it will not share confidential information with a third party, unless the Agency gives the client written permission first. The Client must continue to follow these obligations, even after the Contract ends. The Client’s responsibilities only stop if the Client can show any of the following: (i) that the information was already public when the Client came across it; (ii) the information became public after the Client came across it, but not because of anything the Client did or didn’t do; (iii) the Client already knew the information when the Client came across it and the Client didn’t have any obligation to keep it secret; (iv) a third party provided the Client with the information without requiring that the Client keep it a secret; or (v) the Client created the information on its own, without using anything belonging to the Agency. 
   4. Third-Party Confidential Information. It’s possible the Client and the Agency each have access to confidential information that belongs to third parties. The Client and the Agency each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Agency is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-agreement damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10. INDEMNITY.
    1. Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Agency or both. For example, if the Client gets sued for something that the Agency did, then the Agency may promise to come to the Client’s defense or to reimburse the Client for any losses.
    2. Client Indemnity. In this Contract, the Agency agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Agency has done under this Contract; (ii) a breach by the Agency of its obligations under this Contract; or (iii) a breach by the Agency of the promises it is making in Section 4 (Representations). 
    3. Agency Indemnity. In this Contract, the Client agrees to indemnify the Agency (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11. GENERAL.
    1. Assignment. This Contract applies only to the Client and the Agency. The Agency cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Agency’s permission. This is necessary in the case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract. 
    2. Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. 
    3. Modification; Waiver. To change anything in this Contract, the Client and the Agency must agree to that change in writing and sign a document showing their agreement. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so. 
    4. Notices. (a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice. (b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgment of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00 pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00 am on the next business day. 
    5. Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable. 
    6. Signatures. The Client and the Agency must sign this document using DMA’s Electronic Signature Method. These electronic signatures count as originals for all purposes. 
    7. Governing Law. The laws of the state of Texas govern the rights and obligations of the Client and the Agency under this Contract, without regard to conflict of law principles of that state. 

Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other agreements (both written and oral) between the parties.