"These Consulting Terms and Conditions (this “Agreement”) between Chrissy Freeman Creative, LLC (“CFC”) and the undersigned individual (“Client”) for the consulting services addressed herein is subject to terms below and the attached Terms and Conditions, which are incorporated herein, and is made effective upon the execution of the Consulting Agreement by both parties (the “Effective Date”):
CFC shall provide consulting services to Client (the “Services”) from time to time as mutually agreed by the parties in accordance with the terms and conditions of this Agreement.

Term. The initial term of this Agreement shall commence on the Effective Date and continue until the scope of the initial project is completed (the “Initial Term”). The parties may renew this Agreement for additional periods (the “Renewal Periods,” if any, and together with the Initial Term, the “Term”). The parties shall in good faith confer no later than 14 business days before the expiration of the Initial Term or any Renewal Period to determine whether to renew this Agreement. 

Termination. This Agreement is terminable by Client for any reason upon sixty (60) days’ notice to CFC. This Agreement is terminable by CFC for any reason upon thirty (30) days’ notice Client. In the event of expiration or termination of this Agreement, Client shall be obligated to pay CFC for all Services performed, and expenses incurred, in accordance with this Agreement up to the effective date of expiration or termination. 

Intellectual Property Rights; Ownership. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, ""Intellectual Property Rights"") in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of CFC in the course of performing the Services (collectively, the ""Deliverables"") shall be owned by CFC. CFC hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, royalty-free, basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.

Warranties. Each Party warrants that: (i) it has the full power to enter into this Agreement; and (ii) entering into and performing this Agreement will not violate any agreement it has with a third party. EXCEPT AS STATED IN THIS SECTION 4, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, INTENDED USE, MERCHANTABILITY, OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES OR THIS AGREEMENT.

Indemnification. 
Client Indemnification. Client shall, at its own expense, defend, hold harmless and indemnify CFC, and its officers, directors, employees and contractors, from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) (collectively, “Liabilities”) to the extent such Liabilities arise out of or in connection with any third party claim that the Client Originals, software or hardware procured directly by Client, or any part thereof, infringes any patent, copyright, trademark, trade secret, moral, or any other intellectual property rights of such third party. 

CFC Indemnification. CFC shall, at its own expense, defend, hold harmless and indemnify Client, and its officers, directors, employees and contractors, from and against any and all Liabilities to the extent such Liabilities arise out of or in connection with any third party claim that the Services as performed or provided by CFC hereunder, infringe any patent, copyright, trademark, trade secret, moral or any other intellectual property rights of such third party. 

Mutual Indemnification. Each party shall defend, hold harmless and indemnify the other from and against any and all Liabilities in connection with claims for personal injury of either party’s employees or contractors, to the extent such Liabilities result from the act, omission, negligence, or intentional misconduct of the indemnifying party, its employees, contractors or invitees in connection with this Agreement.

Confidential Information. 
Each party shall (i) use the Confidential Information (as defined below) of the other party only for the purposes contemplated under this Agreement; (ii) hold the Confidential Information of the other party in confidence and not disclose it to any third party, except to its and its subsidiaries’ employees and contractors who have a need to know such Confidential Information for the purposes of this Agreement and who are bound by written agreements of confidentiality consistent with the provisions of this Section; and (iii) use the same degree of care as it uses to protect its own confidential information of a similar nature, but not less than a reasonable standard of care. The term “Confidential Information” shall mean any information and materials (in any form) disclosed hereunder which are marked or designated as “CONFIDENTIAL” or “PROPRIETARY” by the disclosing party. The obligations of either party under this Section will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of disclosure hereunder and without restriction as to confidentiality, (ii) is or becomes generally available to the public through no breach of this Section by the receiving party, (iii) has been received from a third party without restriction on disclosure, or (iv) is independently developed by the receiving party without use of the Confidential Information of the other party. In addition, the receiving party may disclose Confidential Information as required to comply with applicable law or any judicial or governmental order, provided that the receiving party notifies the disclosing party of such required disclosure and cooperates with the disclosing party in its efforts to seek to limit such disclosure or obtain a protective order or other confidential treatment with respect thereto. 

The receiving party acknowledges that disclosure of the disclosing party’s Confidential Information may cause substantial harm to the disclosing party for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
The obligations set forth in this Section shall continue for seven years after disclosure.

Limitation of Liability. In no event shall CFC be liable TO CLIENT OR ANY THIRD PARTY for any consequential, special, incidental, punitive or indirect damages of any kind, or for lost profits, data or business, even if the other party has been advised of the possibility of such loss or damages. in addition, in no event shall CFC’s liability to client in the aggregate for any and all claims or damages arising under this proposal and agreement exceed the total amount paid to CFC by client pursuant to this agreement during the SIX (6) MONTHS PRIOR TO THE MONTH in which the claim arose. 

Assignment; Successors and Assigns. Neither party may assign or transfer any part of this Agreement without the written consent of the other party. All of the terms and provisions of this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns (each of which successors and assigns will be deemed to be a party for all purposes of this Agreement).

Force Majeure. Neither party will be liable for any delay or related damages or penalties when such delay is due to causes beyond its reasonable control, including without limitation, acts of God, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, war or riots.

Independent Contractor. For all purposes under this Agreement, CFC shall be and act as an independent contractor, and under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment between CFC and Client. CFC shall be solely responsible for the conduct and supervision of its employees and contractors in connection with the performance of its obligations hereunder.

Survival. The obligations of the parties or terms herein that by their nature continue after termination or cancellation of this Agreement shall survive the termination or cancellation of this Agreement in accordance with the terms of this Agreement. 

Severability. In the event that any provision of this Agreement would, under applicable law, be invalid or unenforceable in any respect, such provision will (to the extent permitted under applicable law) be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions of this Agreement are severable, and in the event any provision of this Agreement should be held invalid or unenforceable in any respect, it will not invalidate, render unenforceable or otherwise affect any other provision of this Agreement

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General Provisions. This Agreement shall be construed in accordance with the laws of the State of North Carolina without regard to its conflicts of laws principles, and any claim or conflict arising out of this Agreement shall be adjudicated in Guilford County, North Carolina. The parties hereby submit to the jurisdiction of such Guilford County, North Carolina courts. No waiver of this Agreement shall be effective unless in writing and signed by the waiving party.

In Witness hereof, the parties hereto have caused this Agreement to be executed as of the Effective Date.
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