1. Working Together.

Client and YKMD have to work as a team for the Services to have the greatest effect. YKMD promises to do its part and Client promises to do its part. This includes being available for meetings, completing tasks between meetings, and responding to phone calls and emails in a timely way. This also includes maintaining a mutually respectful relationship. YKMD has written this Services Agreement in plain English because we really want our clients to read and understand it.

2. Obligations.

• a. YKMD Obligations. All the services YKMD will perform are listed on Exhibit A (the “Services”). If it’s not listed there, YKMD won’t do it. If YKMD agrees to perform more services for Client, YKMD will create an amended Exhibit A for YKMD’s and Client’s signature.
• b. Client Obligations. If Client has to supply materials and equipment those are listed on Exhibit A. If client has to pay expenses incurred by YKMD in connection with performing the Services, those are listed on Exhibit A.

3. Timing of Payments.

YKMD relies on timely payments to run its business and meet its own obligations. Client will pay all amounts promptly. If Client doesn’t make any payment when it’s due, YKMD can choose to stop working on its obligations under this Services Agreement until Client is current on all payments. YKMD’s continuing to work doesn’t mean that late or missing payments are okay or forgiven.

4. Ownership of Deliverables.

Once Client has made all the payments on Exhibit A, Client will own all right, title, and interest to all final versions of deliverables YKMD sends to Client. Client has no ownership or use rights to samples, examples, or alternative versions of deliverables that are not final.

5. Termination.

a. Termination for Cause.

• i. Client may terminate this Services Agreement for cause if YKMD materially fails to fulfill its obligations under this Services Agreement and that failure isn’t Client’s fault. In order to terminate this Services Agreement under this subsection, Client will email notice of the specific nature of YKMD’s failure and give YKMD a reasonable period to fix the problem before the termination is effective.
• ii. YKMD may terminate this Services Agreement for cause if Client materially fails to fulfill their obligations under this Services Agreement and that failure isn’t YKMDs’ fault. In order to terminate this Services Agreement under this section, YKMD will email notice of the specific nature of the failure and give Client a reasonable period to fix the problem before the termination is effective. The failure to make a payment when due is a material failure to fulfill obligations. A reasonable time to cure for failure to make payment is two business days.
• iii. If either Client or YKMD terminates this Services Agreement for cause and the box labelled “Flat Fee” is checked on Exhibit A, then: (A) the fees for the Services on Exhibit A will no longer apply; (B) the sharing of the cost of materials and equipment and expenses will continue to apply; and (C) the total amount Client is required to pay YKMD for Services provided prior to the termination will be recalculated at YKMD customary hourly rates. If the recalculated fee is greater than the amount paid by Client for Services to date, Client will promptly pay YKMD the difference. If the recalculated fee is less than the amount paid by Client for Services to date, YKMD will promptly refund the difference to Client.

b. Termination for Convenience.

• i. Month-to-Month. If the box labelled “Month-to-Month” is checked on Exhibit A, then Client may terminate for convenience by sending YKMD a notice at least 5 business days before the end of any calendar month. The termination will be effective on the last day of the calendar month in which timely notice was sent.
• ii. Quoted Fee. If the box labelled “Flat Fee” is checked on Exhibit A, then Client may terminate for convenience so long as Client is current on all outstanding payments by sending YKMD a notice. If Client terminates this Services Agreement under this subsection, it will pay YKMD 50% of all unbilled amounts on Exhibit A remaining as liquidated damages. YKMD is setting a liquidated damages amount because it will be difficult, if not impossible, to calculate the actual damages suffered by YKMD as a result of an early termination after taking into account work performed but not yet billed and contracts between YKMD and any subcontractors engaged by YKMD.

6. Confidentiality.

a. Confidential Information means any information that is proprietary to Client and not generally known to the public including, but not limited to: business plans; marketing strategies; sales projections, estimates, and results; financial information or projections; scientific or technical information; inventions, designs, processes, procedures, formulae, technologies or methods, whether implemented or not; reports, data, know-how, works-in-progress, specifications; computer software, flow charts, and databases. Confidential Information doesn’t include information that:

• was known by YKMD prior to receiving it from Client;
• becomes known by YKMD through a third-party source not known by Client to be under an obligation to Client to maintain confidentiality;
• is or becomes publicly available through no fault of YKMD;
• is or has been independently developed by YKMD without knowledge of or reference to Client’s Confidential Information.

b. YKMD will keep Client’s Confidential Information confidential and use it only in connection with providing the Services. YKMD will limit disclosure of Client’s Confidential Information to Client’s employees and contractors who: (i) are under a written obligation to hold third-party Confidential Information in confidence; and (ii) have a need-to-know Client’s Confidential Information in order to provide the Services. YKMD will destroy, erase, or return all material containing Client’s Confidential Information when all the Services are completed. YKMD will notify Client promptly if there is any unauthorized use or disclosure of Client’s Confidential Information by YKMD or its employees or contractors. YKMD will cooperate to help Client regain control of its Confidential Information and prevent its further unauthorized use.

7. Original Work.

• a. The digital graphics YKMD creates and delivers to Client are original works and do not infringe on the copyright of any other person or company. YKMD will indemnify Client from any third-party claims that those digital graphics do infringe.
• b. YKMD can’t and doesn’t warrant the originality of any designs, written copy, photographs, videos, or other content provided by Client and incorporated into a deliverable by YKMD. YKMD won’t indemnify Client from any claims relating to those elements.
• c. YKMD can’t and doesn’t provide any warranty or indemnification concerning trademark rights. Client must clear any trademark before using it.

8. Notices.

If Client needs to let YKMD know about anything important about this Service Agreement, Client will send it to the email address listed under YKMD’s signature. If YKMD needs to let Client know about anything important about this Service Agreement, YKMD will send it to the email address listed under Client’s signature.

9. No Waiver.

Just because Client or YKMD lets a material breach of this Services Agreement go by without taking action doesn’t mean Client or YKMD can’t decide later it wants to terminate or take other permissible action for that material breach.

10. Entire Agreement and Amendment.

This Services Agreement (including its exhibits) is the entire agreement between YKMD and Client relating to the Services. If it isn’t written down here, then it isn’t part of the agreement. If YKMD and Client decide to change this Services Agreement, they’ll write it down and sign an amendment that specifically names this Services Agreement. If an amendment isn’t written down and signed, it isn’t valid and isn’t part of this Services Agreement.

11. Attorney’s Fees.

If there’s any dispute between Client and YKMD relating to this Agreement or the Services, the non-prevailing party shall pay all of the prevailing party’s costs of the dispute including attorneys’ fees, court costs, expert fees, and travel costs. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

12. Other Important Terms.

• a. Choice of Law, Jurisdiction and Forum. The laws of Florida will govern in any dispute relating to this Services Agreement without applying any laws relating to choice of law. Any party bringing legal action relating to this Agreement must file and pursue that action in the state courts located in the state where the other party has its principal office.
• b. Execution. This Agreement may be executed electronically and in counterparts.
• c. Force Majeure. No party will be liable for any failure to perform its obligations if the failure results from any riot, war, civil unrest, flood, earthquake, or other cause beyond that party’s reasonable control.

Fees:
 ☑ Flat Fee to be paid according to the schedule below.
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100% of the listed fee before the design can be started.

 ☑ Month-to-Month:
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Listed free to be paid monthly on or before the 1st day of each month
+ $250 for each day the client requests work be completed outside of standard work hours.

YKMD will provide listed number of designers per month, Monday through Friday 10 am – 6 pm EST to perform the following design services: Print, Digital, Interactive, Experiential, Presentation, UI/UX and or Illustration.

Materials and Equipment to be Supplied by You
We will supply all materials and equipment needed for the Services, except as follow:
Domain Names, Website Hosting, Video Footage, Product Photographs, Marketing Verbiage.

Expenses to be Paid by You:
You don’t have to pay any of Our expenses, except as follows:
None.