ADVERTISING AGENCY AGREEMENT (the “Agreement”)

BETWEEN:

You (the “Client”)
- AND -
Quirk Advertising LLC of 10721 Bluestone Road, Fort Worth, TX 76108 (the “Agency”).

BACKGROUND:

  1. The Client is of the opinion that the Agency has the necessary qualifications, experience and abilities to provide services to the Client.

  2. The Agency is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Agency (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Agency to provide the Client with services (the “Services”) consisting of everything described in the proposal given to the Client. The Services will also include any other tasks which the Parties may agree on.

2. The Parties are required to provide at least 60 days’ notice to the other Party for termination of their agreement.

TERM OF AGREEMENT

3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for 12 months or until terminated as provided in this Agreement.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 60 days notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. This Agreement may be terminated at any time by mutual agreement of the Parties.

7. Except as otherwise provided in this Agreement, the obligations of the Agency will end upon the termination of this Agreement.

PERFORMANCE

8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.

COMPENSATION

10. For the services rendered by the Agency as required by this Agreement, the Client will provide compensation (“Compensation”) to the Agency at the rate determined on the proposal between Parties.

11. The Compensation will be payable on a monthly basis while this Agreement is inforce.

12. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

REIMBURSEMENT OF EXPENSES

13. In connection with providing the Services hereunder, the Agency will only be reimbursed for expenses that have been approved in advance. The Agency will furnish vouchers to the Client for all such expenses.

14. Travel and lodging is not included in any of the proposals given to Client.

ADDITIONAL RESOURCES

15. The Client agrees to provide, for the use of the Agency in providing the Services, anything described in the proposal or needed to complete the services agreed to in this Agreement.

CONFIDENTIALITY

16. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected tocause harm to the Client.

17. The Agency agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Agency has obtained, except as authorized by the Client. This obligation will end on the expiration or termination of this Agreement.

18. All written and oral information and materials disclosed or provided by the Client to the Agency under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Agency.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY

19. All intellectual property and related materials (the “Intellectual Property”) including any related work-in-progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

20. The Agency may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Agency will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

USE OF TRADEMARKS

21. The Agency recognizes the Client’s right, title, and interest in and to all service marks, trademarks, and trade names used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client’s right, title, and interest therein, nor shall the Agency cause diminishment of the value of said trademarks or trade names through any act or representation. The Agency shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Agency shall cease to use all of the Client’s trademarks, marks, and trade names.

RETURN OF PROPERTY

22. Upon the expiry or termination of this Agreement, the Agency will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

NOTICE

23. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement.

Quirk Advertising will be as follows:

Quirk Advertising LLC
10721 Bluestone Road, Fort Worth, TX 76108

or to such other address as any Party may from time to time notify the other.

CAPACITY/INDEPENDENT CONTRACTOR

24. In providing the Services under this Agreement it is expressly agreed that the Agency is acting as an independent contractor and not as an employee. The Agency and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

INDEMNIFICATION

25. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

LEGAL EXPENSES

26. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.

MODIFICATION OF AGREEMENT

27. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

ASSIGNMENT

28. The Agency will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

29. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

30. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

INSURANCE

31. The Agency must maintain general liability, professional liability and errors and omissions insurance in amounts and forms standard and adequate for the Agency’s business and agreeable to the Client. The Agency must provide the Client with proof of insurance on the Client’s request and must immediately notify the Client in writing if the Agency’s insurance terminates, is cancelled, suspended, or changes materially, including but not limited to a change in the amount of insurance.

GOVERNING LAW

32. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Texas, without regard to the jurisdiction in which any action or special proceeding may be instituted.

SEVERABILITY

33. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

34. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.