Agreement

This Services Agreement (“Agreement”) is effective on DATE (“Effective Date”) and is by and between babycito LLC (“babycito”) and CLIENT NAME (“Client”). Babycito and Client are sometimes each individually referred to herein as a “Party” and collectively referred to herein as “Parties.”

SECTION ONE: SCOPE AND PERFORMANCE OF WORK

1. Term. The term of this agreement is from the Effective Date [until terminated per Section 6.1 or put in a fixed time period].

2. Services. Client is engaging babycito as an independent contractor to provide consulting services set forth in each Statement of Work (“SOW”) executed by the Parties and attached to this Agreement (“Services”).

3. Additional Services. Upon mutual written consent of the Parties as provided in an additional attached SOW, Client may elect to add new Services to, or to expand the scope of, previously-designated Services, provided, however, that a new or modified SOW shall designate the Compensation for such Services. Once approved in writing by both Parties, each SOW will be part of this Agreement.

4. Independent Contractors. The relationship of the Parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint venturers or co-owners or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

5. Mutual Representations and Warranties. Each Party represents that it has the full right and authority to enter into and perform this Agreement and represents that the consummation of this Agreement and the transactions contemplated herein do not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements, federal or state laws or other understandings between either Party and any other person or entity. 

SECTION TWO: CLIENT RESPONSIBILITIES

1. Cooperation. Client shall provide the cooperation and information needed for babycito to perform the Services, including current plans and strategies, relevant documents, information or materials necessary for babycito to perform the Services and best advise Client.2.1     In certain cases, Client may need to share login information to certain social media and online accounts in order for babycito to perform the Services. In such cases, the login information will be confidential information as provided for in Section 3.

2. Babycito’s Reliance. Babycito shall be entitled to rely on the accuracy and completeness of the information listed in Section 2.1 provided by Client. Babycito shall not be responsible for faulty Services based on erroneous, inaccurate, outdated or incomplete information provided by Client.

3. Compensation. All sums due and owing to babycito from Client under this Agreement are referred to herein as "Compensation." Compensation includes, but is not limited to, fees and amounts due under the attached SOW or a future amended or annexed SOW.

4. Expenses. Babycito shall be entitled to payment or reimbursement for travel expenses, food, lodging, any per diem allowance, equipment, supplies or similar items if expressly authorized in advance by Client in writing (email is acceptable). Client agrees to reimburse babycito within thirty (30) days of receipt of itemized expenses.

5. Payments. Babycito shall invoice Client monthly. All payments shall be payable to babycito and made via Babycito’s Squarespace account Past due payments of longer than one thirty (30) days shall accrue interest at 1.5% per month.

SECTION THREE: CONFIDENTIAL INFORMATION

1. Confidentiality. Babycito agrees that at no time (either during or subsequent to the term of this Agreement) will babycito disclose or use, except in pursuit of the business of Client or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Client, or any subsidiary or affiliate of Client, acquired during this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Client, its subsidiaries and affiliates, and their employees, including any document, record, financial documentation or other information of Client, or others in a confidential relationship with Client, and further relates to specific business matters such as Client’s financial information, identity of clients/customers, policies and procedures, fee structures, trade secrets, proprietary know-how, account and login information and other information relating to other business of Client, its subsidiaries and affiliates, and their employees. 

SECTION FOUR: INTELLECTUAL PROPERTY

1. Intellectual Property. In this Agreement, "Materials" means any deliverables specified in the Agreement, SOW(s) and all works, inventions, ideas, designs, methods, discoveries, materials and other creations conceived of, created or otherwise developed by or for babycito (alone or with others) (i) for the Client, (ii) in connection with the Services or this Agreement or (iii) based on Proprietary and Confidential Information, and any results or proceeds therefrom. Subject to Client paying all fees to babycito, Client shall own all rights, titles and interest relating to any and all Materials provided to Client as part of this Agreement. Babycito agrees, subject to Client paying all fees, to make all assignments necessary to accomplish the foregoing ownership. Babycito shall retain all rights, titles and interest in and to any underlying methods, tools, devices, formulas, know-how and the like used by babycito to create the Materials.

2. Materials Exclusive to Client. Client agrees to use Materials exclusively for Client’s and Clients’ owners, directors, employees and contractors’ own use and agrees not to share Materials in physical, oral or electronic form or in any manner as could be accessed by the public, on social media or with any person or entity not a Party to this Agreement without babycito’s written consent, which shall not be unreasonably withheld. If babycito grants such consent, Client will attribute the Materials to babycito as specified by babycito.

SECTION FIVE: LIMITS OF LIABILITY, INDEMNIFICATION, AND INSURANCE 

1. Limitation of Liability. The Services are intended to be used by Client for informational purposes only. Except as otherwise provided herein, babycito and its agents, advisors, officers, directors and employees do not make any warranties of any kind, either express or implied, including, but not limited to, warranties of accuracy, completeness, currentness, non-infringement, merchantability or fitness for a particular purpose. Except as otherwise provided herein, all information made available through this Service is provided "as is.” Except as provided herein, all conditions, warranties, terms, representations and undertakings, express or implied, statutory or otherwise, in respect of the content available through the Service are expressly excluded to the fullest extent permitted by law. Except for babycito’s liability under its indemnity obligations in Section 5.2, and except with respect to damages arising out of breaches of Sections 3 and 4: (a) neither Party nor any of its agents, advisors, officers, directors and employees shall be liable to the other or to anyone else for any loss or injury caused in whole or in part by any information, interpretation or failure to interpret information relating to this Service; and (b) each Party’s aggregate liability to the other under this Agreement will be limited exclusively to the Fee paid under this Agreement. Except for breaches of Sections 3 and 4, in no event shall either Party, its agents, advisors, officers, directors or employees be liable to the other or anyone else for any decision made or action taken by such Party or by anyone else in reliance on any information conveyed in connection with this Agreement.

2. Indemnification. Notwithstanding anything contained herein, babycito shall indemnify, defend and hold harmless Client and its members, officers, directors, representatives, agents, clients, employees, consultants, contractors, volunteers, licensees, assigns, affiliates and successors from and against any and all suits, proceedings, third-party claims, damages, liabilities, losses, demands, judgments, costs, fines, penalties, interest or expenses or other liabilities, including but not limited to court costs and reasonable attorneys’ fees, arising from, related to or attributable to babycito’s negligent acts or omissions of babycito or any third-party employed by babycito. To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless babycito and its members, officers, directors, representatives, clients, consultants, contractors, volunteers, licensees, assigns, affiliates, agents, employees and successors from and against Party claims, damages, liabilities, losses, demands, judgments, costs, fines, penalties, interest or expenses or other liabilities, including but not limited to attorney’s fees caused by the negligent acts or omissions of Client or any third-party employed by Client. 

SECTION SIX: TERMINATION AND FORCE MAJEURE

1. Termination. This Agreement may be terminated by either Party, with or without cause, with thirty (30) days written notice (email form is acceptable). If Client terminates babycito’s Services under this Agreement for any reason, babycito shall be compensated for all Services duly rendered by babycito and performed up to the effective date of termination, or shall be compensated as otherwise provided in the applicable SOW. Babycito shall have no liability to Client for any harm caused by Client's decision to terminate the Services under this Agreement.

2. Force Majeure. Except with respect to obligations to make payments as invoiced for services rendered, neither Party shall be deemed in default of this Agreement, nor shall it hold the other Party responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including but not limited to: earthquake, flood, fire, storm, pandemic or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict, or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

SECTION SEVEN: GOVERNING LAW; MEDIATION 

1. Governing Law. This Agreement is governed, construed and administered according to the laws of the District of Columbia, as from time to time amended, and any applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule. 

2. Dispute Resolution. In the event that any disputes arise between the Parties with respect to this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the District of Columbia. The Parties shall share any costs and fees, other than attorney fees associated with the mediation, equally. If the dispute is not resolved through mediation, the Parties agree to submit the dispute to binding arbitration in the District of Columbia under the rules of the Uniform Arbitration Act. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

SECTION EIGHT: MISCELLANEOUS 

1. Severability. If any part of any provision of this Agreement is illegal, invalid or unenforceable, then that part shall be ineffective to the extent of the illegality or invalidity or lack of enforceability only, without in any way affecting the remaining parts of that provision or remaining parts of this Agreement. 

2. Modification. Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if evidenced in writing and signed by each Party or an authorized representative of each Party or via email if receipt is acknowledged and accepted.

3. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such breach.

4. Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, permitted assigns, legal or personal representatives or partners.

5. Assignment. Neither Client nor babycito shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. 

6. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original for purposes of this Agreement.

7. Notice. All legal notices shall be in writing. Email is acceptable unless prohibited by law. 

Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to the Services and supersedes any prior or contemporaneous written or oral agreements between them respecting the subject matter of this Agreement.