Terms of service

Work for hire.

This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”), is made and entered into effective as of the date agreed upon in the initial proposal via communication between the client (“Company”) and ZEYAL, LLC, a Texas Limited Liability Company with an address at 110 East Houston Street, 7th Floor, San Antonio, Texas 78205 (“Contractor”); Company and Contractor are sometimes collectively referred to herein as “Parties” and separately as “Party”. Both parties agree to the terms below when entering into hired work between the Company and the Contractor.

RECITALS:

WHEREAS, Company desires to engage the services and expertise of Contractor in providing Marketing strategies, Branding, Various Media and Art, Website development, Social Media services, and other services.  For a full detail of services see Contractor’s scope of work attached here as Exhibit A.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.  COMPENSATION, TERM AND DUTIES.

1.1Independent Contractor.  Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

1.2 Compensation.  Contractor’s compensation under this Agreement shall be as provided on Contractor’s scope of work attached hereto as Exhibit A and made part of this Agreement, or as otherwise modified by Parties.  Compensation is due in the form and in the time detailed on Exhibit A.

1.3 Expenses.  Company agrees to pay such expenses as are detailed in Contractor’s scope of work attached hereto as Exhibit A and will likewise reimburse Contractor where Contractor initially bears such expenses.  Contractor will submit a written notice to Company detailing expenses that are to be paid or reimbursed.  Expenses are due upon receipt of written notice.

1.3. Term.  This Agreement shall commence on the date as set forth above and shall continue until such project work is completed to the satisfaction of Company or until the end date of Contractor’s scope of work attached hereto as Exhibit A, whichever is later.  The term of this Agreement may be extended for additional periods of time only upon the mutual agreement of all Parties.

  1. 1.4   Termination.  Notwithstanding Section 1.3, each Party shall have the right to terminate this Agreement at will at any time, with or without cause and for no cause upon written notice to the other Party.  In the event of termination by either party, no further work or services shall be delivered or required of Contractor and no further payment shall be required by Company save for such payment as may have come due prior to termination.
  2. 1.5 Duties.  Contractor shall provide the services outlined in Contractor’s scope of work attached hereto as Exhibit A and any duties expedient and reasonably required by such services including, but not limited to, regular communication and coordination with Company representatives regarding such services and project.

2.  CONFIDENTIALITY.

  1. 2.1 Definition of Confidential Information.  For purposes of this Agreement, “Confidential Information” means any and all information or documentation of the Company and/or affiliates concerning, related to or containing any proprietary, financial, technical data, billing procedures, management, personnel administration, trade secrets or know-how information of the Company and/or affiliates, including, but not limited to, information concerning or related to research, product plans, products and/or services provided by the Company and/or affiliates to its clients and/or customers, customer lists, customers, client lists, clients, identification and/or personal information of customers and/or clients of the Company and/or affiliates, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, inventory, equipment, facilities, leases, marketing, insurance, billing, payroll, finances, financial statements, tax returns or tax related documents, cost reports and other financial information, contract proposals, bidding information, rate and fee structures, business development plans, policies and procedures developed as part of a business plan, and any other business and/or personal information of the Company and/or affiliates and their customers and/or clients.
  1. 2.2 Contractor’s Acknowledgment.  By signing this Agreement, Contractor acknowledges and agrees:
    1. 2.2.1  that Contractor will have access to and gain knowledge of the Confidential Information of the Company and/or affiliates, including but not limited to, confidential, proprietary information or trade secret information, the identity lists and/or descriptions of any clients, customers or suppliers wherever located, business development plans, financial statements, cost reports and other financial information, contract proposals, rate and fee structures, policies and procedures developed as part of a confidential business plan, and research systems and procedures;
    2. 2.2.2  that the services and/or products provided by the Company and/or affiliates to its clients and/or customers is highly specialized and that information regarding such services and/or products is highly confidential; that the Confidential Information is not generally known; that the Company has provided or may, after the execution of this Agreement, provide Contractor with Confidential Information; and that the value of this information cannot adequately be compensated by damages in an action at law; and
    3. 2.2.3 that the Company and/or affiliates has earned goodwill with its clients, customers, suppliers, vendors, Contractors, contractors, etc., the Company’s and/or affiliates’ goodwill is valuable, and that the value of this goodwill cannot adequately be compensated by damages in an action at law.
  1. 2.3  Nondisclosure of Confidential Information.  Contractor agrees to never use or disclose, directly or indirectly, for any reason whatsoever or in any way other than at the direction of the Company and/or affiliates or after receipt of the prior written consent of the Company and/or affiliates, any Confidential Information of the Company and/or affiliates.

3.  Rights to the Work.

  1. 3.1  Finished and Furnished Work Product Belongs to Company.  All products and provided services of Contractor’s work performed pursuant to the Agreement and furnished to Company (hereinafter the “Work”) are to be deemed “work made for hire” as that expression is defined by the copyright laws of the United States. Company and Contractor shall be joint copyright owners of all rights and title in and to all Work.  All software, software files, equipment, and other items ancillary to the creation of the Work remains the sole property of Contractor.
  2. 3.1.1  As joint copyright owners of the Work, Company and Contractor shall each have the irrevocable, non-exclusive right to exercise any and all rights granted by the United States Copyright Act, including but not limited to, the right to reproduce, display, distribute, sell, translate and transmit the Work throughout the World, in any media now known or later developed, to sublicense the foregoing rights and to create derivative works, provided that neither party shall have the right to grant rights in the Work that would purport to restrict the rights of the other party under this agreement.
  3. 3.1.2  Neither party shall have any obligation to share revenues generated from its exercise of the foregoing rights.
  4. 3.2 Website Registrations.  All websites created at the direction of Company, regardless of registrant or owner of record, shall belong to Company and Contractor shall immediately transfer title and administrative control upon Company’s request for same.
  1. 3.3 Company’s Retention of Confidential Information. Contractor’s use or creation of any Confidential Information, as defined in Section 2.1, relating to the Company shall inure to Company’s benefit. All Confidential Information, or any reproductions or creations thereof (whether or not performed during the hours of service that would entitle Contractor to compensation hereunder), shall, notwithstanding their invention or use by the Contractor, be and remain the property of Company who shall be entitled to use and allow others to use such Confidential Information, subject to the provisions of this Agreement. Contractor hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such Confidential Information. All Confidential Information created by Contractor as part of its services under this Agreement shall be owned by the Company, and shall be returned to Company upon request. Any and all applicable passwords for access to Confidential Information created or used by Contractor shall be turned over to Company upon request. Contractor acknowledges and agrees that Contractor is being retained hereunder in order to facilitate the conduct of the Company’s business using the Confidential Information, and Contractor will not claim a proprietary interest in any modifications of improvements to any of the Confidential Information that Contractor may develop, perfect, or invent during the term hereof.

4. ARBITRATION.  

  1. 4.1 Disputes Will be Arbitrated.  Any controversy between Contractor and the Company and/or affiliates, or any of its respective owners, employees, contractors, officers, agents, clients, and/or subsidiaries, arising from or in any way related to this Agreement, Contractor’s business relationship with the Company and/or affiliates, or the termination of Contractor’s business relationship with the Company and/or affiliates, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its rules then applicable to the dispute.  Any arbitration shall take place only in San Antonio, Texas, or as otherwise mutually agreed by the Parties.

5. MISCELLANEOUS.

  1. 5.1 Severability.  If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom.  Notwithstanding any law to the contrary, the severance of any illegal, invalid or unenforceable provision shall not affect Company’s and/or affiliates’ right to obtain money damages for Contractor’s violation of any remaining enforceable provision(s).  Furthermore, in lieu of such illegal, invalid, or unenforceable provisions there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable and that shall not be more restrictive than the one severed herefrom.
  1. 5.2 Noninterference With Third-Party Rights.  Contractor warrants and represents that, in entering into this Agreement and performing the obligations imposed by this Agreement, Contractor is not violating any contractual, fiduciary, or other legal duty which Contractor may owe to some other person with respect to confidential information or relationship.  The Company and/or affiliates have no interest in using any other company’s or person’s proprietary, confidential, or trade secret information in an unlawful manner. Contractor agrees that Contractor will not misapply the property of any other company or person to such information by accepting retainment by the Company and/or affiliates or in the course of the relationship with the Company and/or affiliates.
  1. 5.3 Compliance With Laws.
      1. 5.3.1 Each Party warrants and represents that it will comply and will cause its affiliates, contractors, and sublicensees to comply with all applicable laws in connection with the performance of its obligations and other activities pursuant to this agreement, including without limitation, truth in product promotion and advertising laws, business opportunity statutes, The Federal Trade Commission Act of 1914, as amended, and U.S. Patent and Trademark statutes in its marketing, distributing, and selling efforts in connection with this Agreement.
    1. 5.3.2 Notwithstanding anything to the contrary in this Agreement, neither Party nor any of its affiliates shall be required to take, or shall be penalized for not taking, any action that is not in compliance with such Party’s ethical business practices and policies or that such Party reasonably believes is not in compliance with applicable laws.
  2. 5.4 Independent Contractor Status.  This Agreement shall not render Contractor an employee, partner, agent of, or joint venture with the Company and/or affiliates for any purpose.  Contractor is and will remain an independent contractor in his or her relationship to the Company and/or affiliates.  The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder.  Contractor understands that the Company and/or affiliates shall make no deduction for federal or state taxes from the compensation due to Contractor under this Agreement.  Contractor acknowledges and understands that he or she is solely and totally responsible for the payment of all such taxes without reimbursement from the Company and/or affiliates.  Contractor shall have no claim against the Company and/or affiliates hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
  1. 5.5 Survival of Obligations.  The covenants in this Agreement shall survive termination of Contractor’s retainment by the Company, regardless of who causes the termination or under what circumstances.
  1. 5.6 Notices.  All notices required under this Agreement shall be made in writing and shall be deemed given (1) during Contractor’s retainment, when delivered via interoffice mail or electronic mail and (2) following termination of Contractor, when posted by certified mail, return receipt requested, with proper postage prepaid and properly addressed, to the applicable Party’s last known address.
  1. 5.7 Related Parties.  This Agreement shall inure to the benefit of, and be binding upon, the Company and its parents or subsidiaries, joint ventures, clients, and affiliates, together with their successors and assigns, and Contractor, together with Contractor’s executor, administrator, personal representative, heirs, and legatees.
  1. 5.8 Entire Agreement.  This Agreement, along with Exhibit A, represents the entire Agreement of the Parties.  This Agreement merges and supersedes all prior and contemporaneous agreements, undertakings, covenants, or conditions, whether or oral or written, express or implied, between the Company and Contractor.
  1. 5.9 Choice of Law.  The waiver of the breach of any term or condition of this Agreement will not be deemed to constitute waiver of any other subsequent breach of the same or any other term or condition.  Unless prohibited by applicable law, this Agreement shall be governed by, and interpreted according to, the laws of the United States of America and the laws of the State of Texas applicable to agreements made between Texas residents in and for performance entirely in Texas.  The federal and state courts sitting in San Antonio, Texas shall be the exclusive courts in which venue for any suit relating to the terms, conditions, interpretation, or enforcement of this Agreement shall lay.
  1. 5.10 Certificate of Understanding.  Company representative certifies that: (i) he/she has received a copy of this Agreement for review and study before being asked to sign it, (ii) that he/she has the opportunity to consult with an attorney before signing, (iii) has had sufficient opportunity to ask questions regarding the Agreement and has received satisfactory answers from Contractor, (iv) understands the Agreement and each party’s obligations under this Agreement, and (v) has actual authority to sign on behalf of Company and bind same in contract according to this Agreement.
  1. 5.11 Counterparts.  This Agreement may be executed in multiple counterparts (including copies of original signatures sent by facsimile transmission or by electronic transmission in portable document format (pdf)), each of which shall be deemed an original and all of which together constitute one and the same instrument.

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When we work with you, we are all in. We love having a vast mix of clients. In order to best serve them, we only work with limited industries at a time. We feel this approach has lead to our success, that we innovate and spearhead each project with upmost commitment. You can expect 100% focus and commitment to you and your project.

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