This agreement is made between any client and Melleka Marketing, LLC
1. Services to Be Performed
The contractor shall perform up to 12 or 25 (depending on plan selected) hours/tasks of work which is delegated by the client. Some examples of tasks are below:
Building a brand, logo, and online presence
Website Design and Maintenance
Creating and managing ads
Increasing engagement with audiences
Refining branding framework
Other duties that either Client or Contractor sees fit for client's marketing purposes
The work performed by the contractor shall be performed at the rate set forth below.
Retainer fee: $749 per month for up to 12 tasks/hours of work delegated by the client with NO ROLLOVER or $1249 per month for up to 25 tasks/hours of work delegated by the client with NO ROLLOVER.
Payments should be made to the contractor at the beginning of each fiscal month before the service starts. The invoice shall be due within one business day.
Client shall not be responsible for federal, state, and local taxes derived from the contractor's net income for the withholding and/or payment of any federal, state, and local income and other payroll taxes, workers' compensation, disability benefits, or other legal requirements applicable to the contractor.
Client shall reimburse the contractor for all pre-approved, reasonable, and necessary expenses, including, without limitation, domestic and foreign travel at a rate of 56 cents per mile lodging and meal expenses incurred in connection with Contractor services.
Contractors shall provide the client with documentation supporting all expenses.
4. Vehicles and Equipment
The contractor will furnish all vehicles, equipment, tools, and materials used to provide the services required by this agreement. Clients will not require the contractor to rent or purchase any equipment, product, or service as a condition of entering into this agreement.
5. Independent Contractor Status
The contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are or shall be deemed, client's employees. In its capacity as an independent contractor, the contractor agrees and represents, and the client agrees, as follows:
The contractor has the right to perform services for others during the term of this agreement.
The contractor has the sole right to control and direct the means, manner, and method by which the services required by this agreement will be performed. The contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed.
The contractor has the right, a pre-approved basis, to hire assistants as subcontractors or to use employees to provide the services required by this agreement.
Neither Contractor nor Contractor's employees or contract personnel shall be required by the client to devote full time to the performance of the services required by this agreement.
6. Business Licenses, Permits, and Certificates
Contractor represents and warrants that Contractor and Contractor's employees and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services to be performed under this agreement.
7. State and Federal Taxes
The client will not:
• withhold FICA (Social Security and Medicare taxes) from contractor's payments or make FICA payments on the contractor's behalf
• make state or federal unemployment compensation contributions on contractor's behalf, or
• withhold state or federal income tax from contractor's payments.
The contractor shall pay all taxes incurred while performing services under this agreement—including all applicable income taxes and if the contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, the contractor shall provide the client with proof that such payments have been made.
8. Fringe Benefits
The contractor understands that neither the Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the client.
9. Unemployment Compensation
The client shall make no state or federal unemployment compensation payments on behalf of the Contractor or Contractor's employees or contract personnel. The contractor will not be entitled to these benefits in connection with work performed under this agreement.
10. Workers' Compensation
The client shall not obtain workers' compensation insurance on behalf of the Contractor or Contractor's employees. If the contractor hires employees to perform any work under this agreement, the contractor will cover them with workers' compensation insurance to the extent required by law and provide the client with a certificate of workers' compensation insurance before the employees begin the work.
The client shall not provide insurance coverage of any kind for the Contractor or Contractor's employees or contract personnel.
The contractor shall indemnify and hold the client harmless from any loss or liability arising from performing services under this agreement.
The client shall indemnify and hold the contractor harmless from any loss or liability arising from performing services under this agreement.
13. Term of Agreement
This agreement will become effective when signed by both parties and will terminate when the client no longer needs the contractor services and has not paid the invoice
14. Terminating the Agreement
Either party may terminate this agreement by giving seven days' written notice to the other party of the intent to terminate.
15. Exclusive Agreement
This is the entire agreement between Contractor and Client.
16. Modifying the Agreement
This agreement may be modified only by a writing signed by both parties.
The contractor acknowledges that it will be necessary for the client to disclose certain confidential and proprietary information to the contractor in order for the contractor to perform duties under this agreement. The contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm the client. Accordingly, the contractor will not disclose or use, either during or after the term of this agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on the client's behalf.
Proprietary or confidential information includes:
• the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use
• any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that client makes reasonable efforts to maintain the secrecy of
• business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information
• information belonging to customers and suppliers of the client about whom the contractor gained knowledge as a result of the contractor's services to the client, and
Upon termination of the contractor's services to the client or at the client's request, the contractor shall deliver all materials to the client in the contractor's possession relating to the client's business.
19. Proprietary Information.
A. The product of all work performed under this agreement ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the client, and contractor hereby assigns to the client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. The contractor retains no right to use the Work Product and agrees not to challenge the validity of the client's ownership in the Work Product.
B. The contractor hereby assigns the client all right, title, and interest in all work made by the client during the contractor's work for them.
C. The client will be entitled to use the contractor as a company representative at community meetings, commissions, coalitions, and other networking events
20. No Partnership
This agreement does not create a partnership relationship. The contractor does not have the authority to enter into contracts on the client's behalf.
21. Assignment and Delegation
The contractor may not assign or subcontract any rights or delegate any of its duties under this agreement without the client's prior written approval.
22. Applicable Law
This agreement will be governed by California law, without giving effect to conflict of laws principles.