THIS AGREEMENT is made and entered into the day this form is completed, by and between Underdog Digital (hereinafter referred to as "UD"), a South Carolina Limited Liability Company having its principal place of business at 1204 Lexington Ave, Suite 2A, Irmo, SC 29063, and the Company completing the form (hereinafter referred to as "Client"). The Parties agree as follows:

1. TERM AND TERMINATION

1.1 UD operates on a month-to-month contract basis. The Client may terminate this agreement at any time, provided that a 30-day written cancellation notice is given to UD.

1.2 The agreed-upon plan can be modified at any time based on mutual discussions between UD and the Client. If the Client requests a higher or lower service level, the updated rate will be reflected on the next invoice.

2. SERVICES AND FEES

2.1 Website hosting is not included in the agreed-upon service fee. If the Client wishes to have their website hosted on UD’s servers, an additional hosting fee will be agreed upon and added to the invoice.

2.2 UD cannot access or collect any private data, including client or customer lists or any other information from the Client’s databases. UD’s services are strictly limited to business and creative work, without access to private or confidential data.

3. CONFIDENTIALITY AND DATA USAGE

3.1 UD will not capture, access, or store private data, including client or customer databases, under any circumstances. UD’s services are designed to support the business and creative needs of the Client and will not extend to private data collection.

4. AGREEMENT MODIFICATIONS

4.1 This Agreement may be modified in writing with mutual consent from both parties. Any modification to the service plan must be documented and signed off by both UD and the Client.

5. INTELLECTUAL PROPERTY PROVISIONS

5.1 Client Content. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to UD a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with UD’s performance of the UD’s Services and the production of the Deliverables.

5.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. UD shall inform Client of all Third Party Materials that may be required to perform the Marketing Services or otherwise integrated into the Final Work. Under such circumstances, UD shall inform Client of any need to license.

5.3 Assignment of Copyrights. Upon completion of the Services and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, UD shall assign to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by UD as part of the Final Work and Final Deliverables for use by Client. UD shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence all such assignments of intellectual property.

5.4 Assignment of Final Work. Upon completion of the Marketing Services, and subject to full payment of all fees, costs, and expenses due, UD hereby assigns to Client all right, title, and interest, including without limitation, copyright and other intellectual property rights, in and to the Final Deliverables and the Final Work. UD agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.

6. FEES AND PAYMENT TERMS

6.1 In consideration of the Services to be performed by UD, Client shall pay UD fees in the amounts and according to the Payment Terms and Schedule, as set forth in the Solution Agreement, attached hereto and incorporated herein by reference. Payment may be made via ACH or credit card. Client has the option to choose their preferred payment method. If paying by credit card, a 3% processing fee will be added to the monthly invoice amount. All invoices are automatically paid each month.

6.2 In the process of creating and completing the Final Work, UD may need to incur expenses including, but not limited to, font licenses, software licenses, stock photography, or other Third Party Materials. UD will make every effort to gain written approval for expenses from Client before incurring them. Unless explicitly specified in the Solution Agreement, such expenses are not included as part of this Agreement, and UD may request reimbursement from Client.

7. TIMING AND ACCEPTANCE

7.1 Timing. UD shall prioritize performance of the Services as may be necessary or as agreed upon by the Parties and will undertake commercially reasonable efforts to perform the Services. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve and accept the Deliverables in writing (which will then become the Final Deliverables) or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections, or corrections to UD.

7.2 Acceptance. Client, within 3 business days of receipt of each Deliverable, shall notify UD, in writing, of any failure of such Deliverable to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes, or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, or change or amendment, and UD shall undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes, or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client within said stated time period, the Deliverable shall be deemed accepted.

8. CLIENT RESPONSIBILITIES

8.1 Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:

(a) Coordination of any decision-making with parties other than UD;
(b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation; and,
(c) Final proofreading pursuant to Provisions 7.1 and 7.2.

9. RECOGNITION

9.1 UD retains the right to reproduce, publish, and display the Final Deliverables in UD’s portfolios and websites, and in galleries, design periodicals, and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverables in connection with such uses. Either Party, subject to the other’s written approval, may include a link to the other Party’s website.

10. CONFIDENTIAL INFORMATION

10.1 Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents, and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

11. RELATIONSHIP OF THE PARTIES

11.1 Independent Contractor. UD is an independent contractor, not an employee of Client or any company affiliated with Client. UD shall provide the Services under the general direction of Client, but UD shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. UD and the Deliverables prepared by UD shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement.

11.2 No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by UD, and UD shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by UD.

12. WARRANTIES AND REPRESENTATIONS

12.1 By Client. Client represents, warrants, and covenants to UD that:

(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; and,
(b) To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.

12.2 By UD.

(a) UD hereby represents, warrants, and covenants to Client that UD will provide UD’s Services and produce the Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) UD further represents, warrants, and covenants to Client that:

(i) The Final Deliverables shall be the original work of UD; and,
(ii) To the best of UD’s knowledge, the Final Work provided by UD does not infringe the rights of any party, and use of the same in connection with the Project will not violate the rights of any third parties.

13. INDEMNIFICATION

13.1 By Client. Client agrees to indemnify, save and hold harmless UD from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations, or warranties under this Agreement. Under such circumstances, Client shall promptly notify UD in writing of any claim or suit. Client has sole control of the defense and all related settlement negotiations. UD shall provide Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section.

13.2 By UD. Subject to the terms, conditions, express representations, and warranties provided in this Agreement, UD agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with UD’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses, or expenses arise directly as a result of gross negligence or misconduct of Client.

14. TERM AND TERMINATION

14.1 Marketing services are month-to-month and can be terminated by either Party with 30 days written notice.

14.2 This Agreement may remain effective for Services requested in the future if both Parties agree to continue using it, until explicitly terminated by either Party according to Provision 14.3, or Agreement is superseded by a new Agreement executed by both Parties.

14.3 This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party:


(a) Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or,
(b) Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 20 days from receipt of written notice of such breach.

14.4 Upon expiration or termination of this Agreement:
(a) Each Party shall return or, at the disclosing Party’s request, destroy the Confidential Information of the other Party; and,
(b) Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive.

15. GENERAL

15.1 Assignment of Work. UD may employ Subcontractors to assist in completing Deliverables. UD assumes responsibility for all Work created by said Subcontractors and said Subcontractors are bound by all sections and clauses of this Agreement in a manner consistent with UD.

15.2 Modification/Waiver. This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

15.3 Notices. All notices to be given hereunder shall be transmitted in writing either by electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt.

15.4 No Assignment. UD shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of Client.

15.5 Governing Law. The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of the United States and [SANGAMON COUNTY, ILLINOIS] without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.

15.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

15.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.

15.8 Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the Parties relating to the subject matter of this Agreement.