Terms & Conditions Ogilvie Consulting Creative Client Development
This agreement is made effective at time of payment, by and between Christy Ogilvie McCreary, of Ogilvie Consulting Creative Client Development, and PURCHASER.
In this Agreement, the party who is contracting to receive services shall be referred to as “PURCHASER”, and the party who will be providing the services shall be referred to as “Ogilvie Consulting”.
Ogilvie Consulting has a background in Client Relations/Marketing and is willing to provide services to PURCHASER based on this background.
PURCHASER desires to have services provided by Ogilvie Consulting.
Therefore, the parties agree as follows:
- DESCRIPTION OF SERVICES. Beginning at time of Purchase (collectively the “Services): Ogilvie Consulting will provide the full 8 Weeks to Relationship Mastery program, which includes the online course, plus additional coaching services as described in course chosen (Bronze, Silver, Gold or Platinum; or extras a la Carte, or Quick n Dirty Refresher)
- PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Ogilvie Consulting shall be determined by Ogilvie Consulting. PURCHASER will rely on Ogilvie Consulting to work the full number of hours agreed upon to complete the Services, and fulfill Ogilvie Consulting’s obligations under this Agreement.
- PAYMENT. PURCHASER will pay a fee to Christy Ogilvie McCreary/Ogilvie Consulting for the Services via PayPal.
- TERM/TERMINATION. This Agreement shall terminate automatically upon completion by Ogilvie Consulting of the Services required by this Agreement.
- RELATIONSHIP OF PARTIES. It is understood by the parties that Christy Ogilvie McCreary/Ogilvie Consulting is an independent contractor with respect to PURCHASER , and not an employee of PURCHASER. PURCHASER will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Ogilvie Consulting.
- DISCLOSURE. Ogilvie Consulting is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of PURCHASER.
- EMLOYEES. Ogilvie Consulting’s employees, if any, who perform services for PURCHASER under this Agreement shall also be bound by the provisions of this Agreement. At the request of PURCHASER, Ogilvie Consulting shall provide adequate evidence that such persons are Ogilvie Consulting’s employees.
- INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents (collectively, “Intellectual Property”):
Consultant’s Intellectual Property. Ogilvie Consulting personally holds an
interest in the Intellectual Property that is described on the attached Exhibit A and which is not subject to this Agreement.
Ogilvie Consulting is sole owner of Eight Weeks to Relationship Mastery Online Course. PURCHASER agrees not to share the course with any other person or company. The Course is for the sole use of the PURCHASER.
Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Ogilvie Consulting (or Ogilvie Consulting’s employees, if any) during the term of this Agreement shall be the property of Ogilvie Consulting. PURCHASER shall sign all documents necessary to perfect the rights of Ogilvie Consulting in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, PURCHASER shall sign all documents necessary to assign the rights to such Intellectual Property to Ogilvie Consulting. PURCHASER agrees to assign to Christy Ogilvie McCreary/Ogilvie Consulting, without further consideration, its entire right, title, and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Invention or Idea, developed within the scope of this agreement, for Christy Ogilvie McCreary/Ogilvie Consulting, whether or not patentable. In the event any Intellectual Property shall be deemed by Ogilvie Consulting to be patentable or otherwise registrable, PURCHASER shall assist Ogilvie Consulting (at Ogilvie Consulting’s expense) in obtaining letters patent or other applicable registrations thereon and shall execute all documents and do all other things (including testifying at Ogilvie Consulting’s expense) necessary or proper to obtain letters patent or other applicable registrations thereon and to vest Ogilvie Consulting, or any Affiliated Company specified by the Board, with full title thereto.
9. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including “followers” or “friends,” that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, Youtube, or other social media networks) used or created on behalf of Ogilvie Consulting are the property of Ogilvie Consulting.
- CONFIDENTIALITY. PURCHASER recognizes that Ogilvie Consulting has and will be privy to details about PURCHASER’S business, and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of PURCHASER and need to be protected from improper disclosure of the Information, Ogilvie Consulting agrees that Ogilvie Consulting will not at any time or in any manner, either directly or indirectly, use any Information for Ogilvie Consulting’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of PURCHASER . Ogilvie Consulting will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
- UNATHORIZED DISCLOSURE OF INFORMATION. If it appears that Ogilvie Consulting has disclosed (or has threatened to disclose) Information in violation of this Agreement, PURCHASER shall be entitled to an injunction to restrain Ogilvie Consulting from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. PURCHASER shall not be prohibited by this provision from pursuing other remedies, including a claim or losses and damages.
- CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
- ENTIRE AGREEMENT. This Agreement 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.
- AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
- SEVERABILITY. 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 limited such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- WAIVER OF CONTRACTUAL RIGHT. 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.
- APPLICABLE LAW. This Agreement shall be governed by the laws of the State of business address of PURCHASER .
- INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations hereunder shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.
- ASSIGNMENT. Ogilvie Consulting agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of PURCHASER . Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of Ogilvie Consulting with, or its merger into, any other corporation, or the sale Ogilvie Consulting, of all or substantially all of its properties or assets, or the assignment by PURCHASER of this Agreement and the performance of its obligations hereunder to any successor in interest of any Affiliated Company. Subject to foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.
- SIGNATORIES. This Agreement shall be in effect on behalf of Ogilvie Consulting by Christy Ogilvie McCreary, and on behalf of PURCHASER by PURCHASER and effective as of the date of payment.
EXHIBIT A: Intellectual Property