Or, download the standard PDF template.
All formal business relationships start with contracts, and freelance public relations services are no different. Working without one as may just put your freelance career at stake. You don’t want to deal with unpaid projects or doing much more than what you’re paid to do. So, let the contract come first before you begin the work.
Well, designing a public relations contract isn’t easy, but with a freelance public relations contract template, you can do it within a few minutes. The template guides you on what to include and what not to include in the contract.
A Public relations contract can be quite a simple document, or it is detailed to the bone. This factor depends on the scope of the PR contract and the entities signing the agreement. However, for freelancers starting out in the PR business, a freelance public relations contract template is considered a saving grace.
However, as you progress in your freelance PR business, you may not have to rely on the freelance public relations contract template. Things tend to become better with time as you get to learn a few tricks here and there. But even then, you can still stick to a template even after advancing in your freelance business.
There are numerous contract templates offered all over the internet; some are free while others are not. Therefore, you can always get a freelance public relations contract template online to get you started. Most of them are up to standard, and they should just help you design a perfect contract for your freelance PR business.
However, there are important segments and clauses that should not miss out from the document. Make sure the freelance public relations contract template you pick contains the following segments before you get down to business.
1. Cover letters and your PR contract template
The cover letter is an opportunity for you to summarize your strengths and scope of public relations experience. As a freelancer, you may have written several cover letters before, but it’s not always easy to put all things together in this simple document. Its formality sometimes makes it a bit complex. However, with a freelance public relations contract template, the job is halfway done.
Some contract templates have an outline of how the cover letter is drafted. The model saves you the time and energy of getting the formal language correctly. All you need to do is to fill in the necessary details, which in this case, are your your strengths and skills as a public relations freelancer. But that doesn’t mean you just add the details and leave it at that. Keep track of the flow to make sure your cover letter makes sense.
To make it even simpler for you, some contract templates have an actual cover letter written, whereby you only need to insert specific details like respective companies' names, dates and other specific data. If you’re the kind who wants to get this done within a few seconds, such a freelance public relations contract template may be the best for you.
2. Executive summary of a public relations contract
An excellent freelance public relations contract template will help lay out the specific reasons why your client needs your PR services, and thus defines the scope of work. These services include event coverage, general social media PR needs, extensive media coverage among other PR services.
Most of this is covered in the executive summary of the contract. Most templates will cover this, but it’s always important to confirm whether the freelance public relations contract template you’ve chosen contains this part before you settle for it. In case it doesn’t have this, you can opt for another template or simply fix it somewhere in the one you have.
However, don’t put a lot of texts here. You’re writing down your scope of work and letting your client know how relevant your PR services are to their business. So, keep it brief as much will be covered in the body of the contract.
As you highlight your skills and strengths, make sure you let your client know your limits to avoid over expectation from them. As a freelancer, your scope is limited to your capacity thus it is prudent that the client knows how far you are willing to provide PR services and for how long. So, be very clear on this.
3. Define how you'll work using the PR contract template
This segment of the freelance public relations contract template assists you in outlining the precise nature of the campaign. For example, you will have to specify who the PR campaign is for, what goals are met and how long it will take to achieve these goals. For example, you will outline whom the PR strategy and execution will serve and for which reason (for example, social media coverage).
Such outlined details in the public relations contract template assist you in defining the campaign without the risk of having crucial information missing from the final document. Of course, you don’t want to deal with missing details at this point, and you can best achieve this using a template. Thankfully the templates also come drafted in formal but straightforward language, saving you tons of time that could be spent writing and editing the document to fit the formal business environment. As you know, the contents of the contract have to be formal throughout the document, and every section must adhere to this.
However, you should note that different PR job roles have varying requirements. Therefore, as you fill this part of your freelance public relations contract template, be sure to customize it according to the job requirements. That means you have to go through the PR project before you fill out the template. To make it even easier for you, you can download a PR freelance proposal sample and have a look at it. It will give you an idea of how to write the proposal in your freelance public relations contract template.
4. Define the timeline in the public relations contract template
In the freelance world, time is of the essence. Therefore, your freelance public relations contract template should have a section for timeline definition. The timeline definition segment is meant to address the issue of the duration your company is expected to achieve the goals the client needs to be met. The timelines are divided into achievable milestones that you will encounter at different stages as you progress.
As a freelancer, you have to analyze the tasks you’re required to carry out and let the client know how long it will take you to complete them. Don’t be too ambitious when filling out this part in your freelance public relations contract template. Remember, to maintain a good relationship with your client you must be able to deliver on time. Therefore, only set milestones that both you and your team can achieve.
Thankfully, most freelance public relations contract templates come with these milestones already broken down, that is; the duration, the type of service rendered during the period, the media types used as well as success metrics for each milestone. Some of them may have a table for this section so that it’s just easy for you to fill the table with the necessary details.
For example, a press campaign template would define for you the pre-announcement, announcement and post-announcement milestones, with different parameters that govern these milestones also being outlined. So, it’s quite simple to do this.
5. About us section of a PR contract template
For most online freelance public relations contract template, this segment is usually outlined, leaving you the only tasks of editing the specific details. The model is a saving grace, considering that most freelancers are swamped undertaking every other job that ensures the business stays afloat. However, it would be prudent to tweak out the section a bit so that it doesn't sound like the run-off-the-mill cliché "about us" segment found on every other website. Include your experience regarding the time you have practiced as a freelance PR company, as well as the success metrics for your previous clients. Feel free to use flowery language but don't go over the top when attributing yourself the success.
Here, you don’t need to put in a lot of texts. Most of the things have been covered in the other segments of the contract, and, therefore, you don’t need to say much. But even then, just make sure anyone going through this section can get a grasp of what your company does. This is part of marketing your brand. So, make it as appealing as you can. Well, your freelance public relations contract template has already done it for you, but it would be better to customize it to your brand.
6. Our team section of a PR contract template
As a PR freelancer, you must be having a team of experts behind you. It’s important to let your client know this, and that’s why your freelance public relations contract template shouldn’t miss out on this section. This segment outlines the different talents that comprise your company. To successfully work on your client’s project, it’s necessary to put different skills and talents at work. This instills some confidence in your client as they’re sure you’ll do the job well.
Even so, don't shy away if yours is a one-person show – most freelancers start solo and work their way around to getting more hands on their teams as time goes. Some of the big freelancing companies you know of started here, and now they’re doing well. The good thing is that clients don’t mind hiring individual freelancers provided they’ve got the skills they need. Only be sure to outline your roles if you’re going solo, or their roles if you’re working with a team, depending on which projects you are currently working on.
Ready to start your PR freelance business? Get a freelance public relations contract template to start you off.
7. How to make a PR contract template
Becoming a PR consultant is one of the most exciting moves a PR pro can make. However, there can arise issues between your client and you – the service provider. Problems like clients who refuse to pay citing various reasons, or clients who expect you to work beyond the agreed scope. The client could also need to terminate the relationship, or the opposite could occur – you could be wanting out. Thus, a PR contract sample is the document that will save the day in case such problems arise since it protects both parties and is admissible in a court of law.
An agreement isn’t valid until it’s documented. That’s why, as a PR freelancer, you need to work with a PR contract template. It’s not a complicated document as it may seem, and you don’t need special skills to draft one. Provided you know every detail that should be included in a PR contract sample, you can create one within a short time. Even if you’re a newbie in the freelance business, you can design one without much struggle.
You can decide to draft the PR contract template from scratch, or you can develop it from an existing template. There are numerous but useful contract templates available online, and you could use these if you are short on time. However, whether based on a model or drafted from scratch, there are a few elements your contract should not miss.
If you’re using a PR contract template, it will be easier to create the document. In most cases, a PR contract template comes with all the sections clearly outlined. Even then, it would be best if you still gave it a few tweaks to meet the project requirements. Remember, each PR project has its unique needs. As such, don’t just dump information in the PR contract template.
So, what should you include in your PR contract sample? Whether you’re using a template or developing one from scratch, the following sections should never miss on your PR contract document.
7.1. The PR contract template's lifetime
You should not ignore the beginning and end dates of the contract. These dates mark the lifetime of the PR contract sample, and thus everything that encompasses the business relationship is limited to the start and end dates. This action helps avoid issues that arise due to miscommunication. For example, you will know when to commence the PR services, and you will know for how long you will provide those services. In case the client wishes to extend the life of the contract, you will need to specify the procedures that will be followed to this effect. The same applies if the client wishes to terminate the contract prematurely.
Most freelancers tend to take contract expiry date lightly, yet it’s very essential. As much as you’d like to please your client and possibly build a long-term relationship, you won’t be willing to do anything for free. In case the client needs you to offer extra services beyond the contract period, you’ll be happy if they paid you for that. Unless you include contract start and end dates in your PR contract sample, the project may last longer than you expect, but you’ll still get the same payment. So, to be on the safe side, be sure to indicate the expiry date of the contract in the agreement document and provide terms for an extension.
7.2. The scope of work section of the public relations contract
This particular clause outlines the specific services you will offer during the business relationship. Specifying the range of work helps avoid many issues that are bound to arise in a business relationship. Your PR contract template should outline the specific duties you (the service provider) will tackle. The contract will also consider the nature of the project; if it's a one-off type of project or a more complicated project that may require a more complex business relationship. Specifying the scope of work also involves specific duties and responsibilities, as well as liabilities incurred. This clause protects both parties by ensuring that your client knows what they should expect from you (the service provider) and also, protects your PR agency from undue liabilities.
When outlining the scope of work in your PR contract sample, don’t forget to include some of the extra services a client may request for in the course of work. Let the client know how much they would pay for such services. Most PR freelancers make a mistake of asking for pay after they do the extra services that clients may not be aware they should pay for.
Clients don’t like this, and they may even consider it a breach of contract in some cases. Since you’d like to build a strong reputation for them to consider you in the future, don’t leave such important details. As you do this, don’t forget to offer your client a discount. Instead of charging for every single service, you may decide to perform some minor tasks for free. It motivates the client to hire you again or recommend your services to other people. After all, freelance business is all about building a secure network.
7.3. Include a termination clause in the PR contract template
While you would love a guaranteed business relationship that spans years, it is essential to include a termination clause. This action will protect you (the PR agency) in case you need to terminate the business relationship, or if the client wishes to do the same. A termination clause explains the basis on which either party can end the business relationship and what liabilities are incurred. For example, if the client is dissatisfied with your services, they will have a definite exit plan specified in the PR contract sample, and the same applies to you. Depending on the nature of the business, liabilities may be incurred in case of premature termination of the deal. Without a termination clause, you may find your hands tied if the business relationship goes south, or worse, goes to court.
It’s always important to terminate a contract smoothly without brushing shoulders with your client. For instance, in case the client feels like they’re not going to continue working with you, they should notify you in advance and agree on the amount they’ll pay you at this point. If that’s well sated in the contract, a third party like a court of law will be able to determine the case and ensure you get what you deserve. It will be too bad if you’ve not spelled out the termination terms in your PR contract sample. Termination is a very sensitive issue that should be discussed by both a client and a freelancer. Usually, it should protect both interests. Therefore, it’s essential to involve the client when writing down this clause.
7.4. Cover budgeting and billing in the PR contract template
While budgeting is taken seriously, billing procedures often are not. This issue holds true for most small PR firms. However, having a clause that outlines the details of the budgeting and billing process will save you a headache in the future. For example, you can specify that you will be receiving payments on a monthly basis, or every quarter of the year. You can agree whether the client will be billed per hour, or if they will be billed per month. Penalties will also be stipulated in this clause. This clause removes chances of money issues cropping up between you and your clients.
Your client is aware that they should pay you after completing the tasks, but you need to have a definite timeline for payment. Also, the client should know whether it’s fixed or hourly payment. Bringing such issues on the table too late into the day will interfere with your relationship. Therefore, discuss it with them and let them tell you the kind of billing they prefer. Usually, it’s the freelancer to decide this depending on the kind of services they offer, but there’s no harm in letting a client share their thoughts about this. As a freelancer, go for a billing method that you think will pay you off. Nevertheless, don’t be too expensive. Your client may change their mind and look for another freelancer, and that’s the last thing you want to experience.
8. How to create a PR agreement template
A PR agreement is a contract entered into for the provision of public relations services. The public relations agreement can be for a particular project or to oversee ongoing projects. A standard agreement is drafted with the client in mind, aiming to be as reasonable as possible. The contract is meant to protect both the client and service provider (freelancer) in case things go wrong (as they sometimes do).
Sometimes a business situation changes and the company may no longer need the PR services. Thus, the freelancer providing the PR services is protected through stipulated compensation.
Freelancers must understand the obligations revolving the PR agreement before working with any agency. Before signing a public relations contract, both parties must have a precise definition of the terms and conditions that describe the industry involved. Freelancers are likely to establish positive results once they understand the primary purpose of the PR agreement. Since most firms will depend on freelancers' services, they expect potential provision of services, especially with the business image to the public. Therefore, freelancers should demonstrate specialized skills in communication and potential, the expectation to the hiring agency before accepting the public relations contract.
Before signing the PR agreement, there are a few details that should not miss from the contract no matter how simple it is.
When all details are addressed on the PR agreement, any mistakes will be handles on accounts of the party involved. As such, freelancers in the public relations industry must be keen to know what is required parallel to the industry as well as other legal obligations for protection. Transparency is primarily needed to ensure both parties work advantageously towards achieving the speculated goals.
Before you sign a PR agreement, you should ask yourself the following questions:
8.1. Mention the specialty they need in the PR contract template
Most major PR firms have different departments for different business types. However, some companies focus on one niche exclusively. By inquiring if they have any preference of PR service they need, you will get to know if they are also cut out for your business model. Working with a company that understands your industry minimizes the learning curves.
It also comes in handy when something unexpected happens, and the client will need PR services to rationalize the situation. Working with a freelancer that isn't conversant with your industry could lead to instances where you are caught with your foot in the mouth. If it's impossible to find a freelancer that works within your industry, then consider working with one whose experience parallels that of your industry.
A freelancer is likely to work advantageously when they specialize in a specific niche. However, most firms will revolve around communication with the public, employees, and customers. The freelancer must have solid knowledge in promotional marketing and campaigns, among other aspects that will improve the company image. Public relations services are required to be strictly professional and effectively communicate with the targeted marketplace.
In case the hiring firm needs extra assistance, the freelancer should ensure they understand the terms involved and the obligation driving the services required. This will help focus on the niche and the most effective media that will help achieve the client’s goals. Freelancers are therefore required to have explicit knowledge in the industry in question.
8.2. Specify your approach when drafting the PR agreement
It is essential to weigh the various PR strategies available to you before you sign the public relations agreement. Your prospective client should understand there are various inputs that will drive your business goals. This will affect the kind of products or services you sell, your brand history and competitive advantage in the market. You need to be on the same page by the time the contract becomes valid. The primary goal of PR services is to get an engaging message in front of targeted audience groups.
A good PR campaign can drive web traffic to great heights. It also leads to excellent search engine rankings, backlinks that lead to sales as well as the potential of the business being featured in more respected mainstream publications and media houses. Both offline and online approaches are considerable. Thus, you need to discuss this clause instead of leaving things to chance.
Freelancers should be confident in their expertise in the industry before signing the PR agreement. As such, the process could become more natural to define the best approach to tackle the contract. Intensive research could help understand the best techniques that could help the clients achieve the best, especially in a competitive niche. Following the previous agreements could help define the most considerable approach that could promote the client's products and services to potential customers. On the other hand, freelancers should identify a plan based on the marketing goals defined by the hiring agency.
8.3. Include opinion on page rank and domain authority in the PR contract template
Quality is an essential factor in online PR. The best way to analyze the quality is to study the relationship the freelance has with online publications. PR companies are also catching up with the internet's potential, and thus spend considerable energy finding online publications that will feature their clients. A great PR freelancer should be able to pay attention to different online metrics that will help harness the potential of the blogosphere to gain market dominance.
This fact, of course, will work to the client advantage whether or not the business is based purely online or merely has an online presence.
Freelancers tackling projects related to public relations should be knowledgeable with internet approaches that will help to market clients. Learning about the online metrics could help to diversify the image of the hiring agency. If online marketing is required in the PR agreement, freelancers should ensure they can provide competitive efforts to generate potential traffic to client’s websites. As such, awareness can be guaranteed hence providing measurable results.
While using online tools in public relation contract, freelancers should be aware of the policies and standards on the internet. If specific guidelines are highlighted in the PR agreement, freelancers should ensure they strictly adhere and optimize necessary protocols to ensure they are on the right track.
8.4. Discuss money when drafting the public relations contract
Any business relationship is centered around money. This fact also applies to freelancers providing PR services. Before signing the PR agreement, find out how willing they are to discuss money concerning the service being provided. Discussing money assures you that the budget set by the client is within your service pricing. You also will know the kind of expectations they have once the public relations agreement is signed and the contract begins.
Besides providing professional services to hiring clients, freelancers should be able to work with reasonable payments. Before commencing the project, there is a need to discuss payment terms and methods. The agency should be willing to negotiate based on the workflow and other rising matters that could attract extra expenses. Freelancers should analyze the approximate amount of funds and resources they could use to complete the project and ensure they are paid appropriately. Any cash flow should also be done transparently to prevent possible disagreements once the project completed.
The PR contact should protect both parties in case of misunderstandings. Starting a business relationship without a contract is a landmine of severe problems that could end up in court. If you’re a newbie in the freelance business, you may find it challenging to deal with some clients, but with a PR contract sample, your problems are halfway solved. In most cases, freelancers and clients disagree over payments and scope of work. Therefore, avoid such bumps by having a detailed contract outlining scope of work and payment terms.
Regardless of the size of the business, PR services will come in handy at numerous points during the life of the company. Thus, it is essential to make sure you have partnered with the right freelancer to achieve the required objective.
This Contract is between Sample Client (the "Client") and John Doe (the "PR Expert").
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the PR Expert to do the following: The PR Experit will perform public relations campaigns on behalf of the client.
1.2 Schedule. The PR Expert will begin work on October 01, 2020 and the work is ongoing. This Contract can be ended by either Client or PR Expert at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the PR Expert a rate of $133.00 (USD) per hour. Of this, the Client will pay the PR Expert $200.00 (USD) before work begins.
1.4 Expenses. The Client will reimburse the PR Expert's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The PR Expert will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
1.6 Support. The PR Expert will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the PR Expert is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the PR Expert works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The PR Expert hereby gives the Client this work product once the Client pays for it in full. This means the PR Expert is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 PR Expert's Use Of Work Product. Once the PR Expert gives the work product to the Client, the PR Expert does not have any rights to it, except those that the Client explicitly gives the PR Expert here. The Client gives the PR Expert permission to use the work product as part of the PR Expert's portfolio and websites, in galleries, and in other media, so long as it is to showcase the PR Expert's work and not for any other purpose. The PR Expert is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 PR Expert's Help Securing Ownership. In the future, the Client may need the PR Expert's help to show that the Client owns the work product or to complete the transfer. The PR Expert agrees to help with that. For example, the PR Expert may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the PR Expert, the PR Expert agrees that the Client can act on the PR Expert's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the PR Expert after spending reasonable effort trying to do so, the PR Expert hereby irrevocably designates and appoints the Client as the PR Expert's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the PR Expert and on the PR Expert's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 PR Expert's IP That Is Not Work Product. During the course of this project, the PR Expert might use intellectual property that the PR Expert owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The PR Expert is not giving the Client this background IP. But, as part of the Contract, the PR Expert is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The PR Expert cannot take back this grant, and this grant does not end when the Contract is over.
2.5 PR Expert's Right To Use Client IP. The PR Expert may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the PR Expert to build a website, the PR Expert may have to use the Client’s logo. The Client agrees to let the PR Expert use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the PR Expert's job. Beyond that, the Client is not giving the PR Expert any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The PR Expert won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the PR Expert asks for permission beforehand and the Client agrees to it in writing. If the PR Expert uses employees or subcontractors, the PR Expert must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the PR Expert won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the PR Expert puts out a general ad and someone who happened to work for the Client responds. In that case, the PR Expert may hire that candidate. The PR Expert promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 PR Expert Has Right To Give Client Work Product. The PR Expert promises that it owns the work product, that the PR Expert is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the PR Expert uses employees or subcontractors, the PR Expert also promises that these employees and subcontractors have signed contracts with the PR Expert giving the PR Expert any rights that the employees or subcontractors have related to the PR Expert's background IP and work product.
5.4 PR Expert Will Comply With Laws. The PR Expert promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The PR Expert promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the PR Expert has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the PR Expert has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the PR Expert if the PR Expert has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the PR Expert with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the PR Expert. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The PR Expert must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the PR Expert for the work done up until when the Contract ends and will reimburse the PR Expert for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the PR Expert as an independent contractor. The following statements accurately reflect their relationship:
- The PR Expert will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the PR Expert is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the PR Expert with any training.- The Client and the PR Expert do not have a partnership or employer-employee relationship.- The PR Expert cannot enter into contracts, make promises, or act on behalf of the Client.- The PR Expert is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The PR Expert is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the PR Expert or any of the PR Expert's employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the PR Expert must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the PR Expert may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The PR Expert promises to treat this information as if it is the PR Expert's own confidential information. The PR Expert may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the PR Expert use a customer list to send out a newsletter, the PR Expert cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the PR Expert written permission to use the information for another purpose, the PR Expert may use the information for that purpose, as well. When this Contract ends, the PR Expert must give back or destroy all confidential information, and confirm that it has done so. The PR Expert promises that it will not share confidential information with a third party, unless the Client gives the PR Expert written permission first. The PR Expert must continue to follow these obligations, even after the Contract ends. The PR Expert's responsibilities only stop if the PR Expert can show any of the following: (i) that the information was already public when the PR Expert came across it; (ii) the information became public after the PR Expert came across it, but not because of anything the PR Expert did or didn’t do; (iii) the PR Expert already knew the information when the PR Expert came across it and the PR Expert didn’t have any obligation to keep it secret; (iv) a third party provided the PR Expert with the information without requiring that the PR Expert keep it a secret; or (v) the PR Expert created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the PR Expert each have access to confidential information that belongs to third parties. The Client and the PR Expert each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the PR Expert is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the PR Expert or both. For example, if the Client gets sued for something that the PR Expert did, then the PR Expert may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the PR Expert agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the PR Expert has done under this Contract; (ii) a breach by the PR Expert of its obligations under this Contract; or (iii) a breach by the PR Expert of the promises it is making in Section 5 (Representations).
10.3 PR Expert Indemnity. In this Contract, the Client agrees to indemnify the PR Expert (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the PR Expert. The PR Expert cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the PR Expert's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the PR Expert must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the PR Expert must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of Colorado govern the rights and obligations of the Client and the PR Expert under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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