This agreement (the “Agreement”) is made between yourself, hereafter referred to as the “Client” and Diane Lieu, the “Consultant.” In consideration of the mutual agreement made herein, both parties agree as follows:

SCHEDULE PARAMETERS

1. Work Hours/Days: This agreement assumes work will be completed within the standard work week (Monday through Friday, 9 a.m. to 6 p.m.) unless otherwise specified or mutually agreed upon in writing. Consultant is closed on all major holidays and the entire week of Christmas and New Years. 

2. Schedule: The work outlined in this agreement will be turned around within a reasonable, non-rush schedule to be determined, where possible, and mutually agreed upon at the start of each project. Late or weekend hours incurred to accommodate additional compressed deadlines, if needed, will be negotiated separately. Our schedules assume timely review and response by Client of all deliverables.

CLIENT RESPONSIBILITIES

3. Client Representative. Client has full authority to provide and obtain all necessary information and approvals throughout this project. Consultant and Client represent that they have full power and authority to enter into this agreement and that it is binding upon Consultant and Client and enforceable in accordance with its terms.

4. Client Responsibilities. Client will provide accurate, complete and timely information and materials to Consultant. Client guarantees that they have all the necessary rights and ownership in such materials to permit Consultant to use them for the project.

5. Client Approvals. Client will approve all final work published. Consultant will make all efforts to ensure that no information is misrepresented. However, Client assumes all responsibility for content. Client’s approval of all tangible materials and artwork will be assumed after the work has been submitted to Client for review, unless Client indicates otherwise in writing.

6. Client Changes. In order to avoid errors, text changes and corrections will not be taken over the telephone and must be provided electronically. Any text with extensive changes must also be provided as marked up hard copy, indicating the revised text.

7. Delayed Client Response. If the client fails to provide necessary feedback or approvals within 14 days of a request, the project will be considered complete, and final payment will be required in full. Any additional work requested after this period may be subject to a new contract and additional fees.

8. Hold Period & Re-engagement Fees. If a project is paused for more than 21 days due to client delays, a re-engagement 5% fee of project cost may apply to resume work, subject to availability in Consultant schedule.

INTELLECTUAL PROPERTY + CREDIT 

9. Intellectual Property. Consultant personally holds an interest in the Intellectual Property that is described in the attached and which is not subject to this agreement.

Development of Intellectual Property. Any improvements to the Intellectual Property items listed in this agreement, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant shall be property of Consultant. Consultant shall sign all documents necessary to perfect the rights of Consultant in such Intellectual Property, including filing and/or prosecution of any applications for copyrights of patents. Upon mutually agreed release, Consultant shall sign all documents necessary to rights to such Intellectual Property to Client.

Client will own copyrights to deliverables after final payment is made. 

10. Credit. The following credit will be mentioned on all publicity/promotion of this project and/or our relationship, including, but not limited to, awards, competitions, press releases, etc.: Diane Lieu.

CONSULTANT RESPONSIBILITIES

11. Performance of Service. Consultant will implement plans and strategies that help Client sell its products or services. Any fees incurred such as ad spend, website development, or asset creation are not handled by Consultant and will be handled directly by Client should they arise.

12. Research. Any necessary research into consumer behaviour and what motivates consumers’ behaviours consumption of the project. Consultant shall use that research to design approaches specific to Client’s needs.

13. Availability. Consultant is to be available for contact via phone call, text, or email, as well as in person meeting, if mutually agreed upon. All correspondence will be responded to within 1 business day, unless otherwise specified. Any “offline” time will be communicated to the Client in advance. 

14. Working With Support Team. Consultant shall work with public relations team to review positioning of Client’s ads and PR-oriented effects to make sure ads and efforts have an impact on the public.

PAYMENT PARAMETERS

15. Delays and Termination. All payments received are not refundable in the event the project or the relationship is terminated for any reason. If any part of the work for this project is delayed for longer than 21 days, Consultant will bill for work completed.

16. Consequences of Non-Payment. Consultant reserves the right to suspend work and/or withhold issuing any project documents if invoice payments are not received within a reasonable period of time from invoice date.

17. Project Release. Publication and/or release of work done by Consultant on behalf of Client may not take place before cleared funds have been received.

18. Payments Method. Invoices will be sent via Quickbooks (‘Primary Purlieu Ltd’) and are payable via electronic funds transfer, Zelle or cash.

GENERAL PROVISIONS

19. Independent Contractor. Consultant are retained as independent contractors. Consultant will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on Consultant’s behalf. Consultant understand that they will not be entitled to any fringe benefits that Client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

20. Binding Effect. This Agreement shall be binding upon and endure to the benefit of Client and Consultants and their respective successors and assigns, provided that Consultants shall not assign any of their obligations under this Agreement without Client’s prior written consent.

21. Good Faith. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

22. No Right to Assign. Client has no right to assign, sell, modify or otherwise alter the Project, except upon the express written advance approval of Consultants, which consent can be withheld for any reason.

23. Right to Remove Project. In the event Client fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Consultants have the right to immediately cease all work on the Project until payment in full is paid.

24. Termination Clause. Either party may terminate this Agreement without cause by providing at least thirty (30) days’ written notice to the other party.

Upon termination, each party shall:
Cease all further obligations under this Agreement, except for those that expressly survive termination. Promptly return, or upon request, destroy any Confidential Information received from the other party.Complete any outstanding payments for services rendered or expenses incurred up to the effective termination date.

25. Payment Terms. Project fees are billed 50% up front and must be paid before delivery of the first round. 25% of the final fee is billed upon delivery of the final round, with the remaining 25% billed at close, unless otherwise stated. Terms are Net 7 unless previously discussed. If final payment is not made within 7 days following the agreed upon end of project, Client shall pay an additional 10% of $ project value each week (7 days) thereafter. 

Any controversy, dispute or claim arising out of or relating to this contract or breach thereof shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation.

Force Majeure: Neither party shall be liable for any delay or failure to perform under this Agreement due to events beyond their reasonable control, including but not limited to natural disasters, government actions, or other circumstances constituting force majeure.

Acceptance of Terms:
Client promises to pay for the services rendered by Consultant for the Project as agreed upon. By signing the proposal, Client agrees they have read, understood, and are considered legally bonded to these terms.

Any questions? Please reach out via email.

LAST UPDATED: 13 February 2025