FINAL PROPOSAL AGREEMENT


SUMMARY:

All details provided in the Final Proposal Document between Courtney Cady, Shallow Fashion and "Client" have been agreed upon. Any changes in agreement will require a revised proposal.

FINAL PROPOSAL AGREEMENT:

This Agreement is made and entered into as of the last date entered below (the “Effective Date”) by and between Shallow Fashion, a consulting and management services company, having its principal place of business at 531 Hancock Street, Basement Unit, Brooklyn, NY 11233

and:

(Your Name/Company)
Name *
Name
Effective Date *
Effective Date
Name
Name
Second signee (if applicable)

TERMS:

The Client wishes to be provided with the Services (defined below) by Shallow Fashion ("Service Provider") and the Service Provider agrees to provide the Services to the Client on the terms and conditions of this Agreement.

TERMS OF SERVICE

1.    The Service Provider shall provide the services ("Services") to the Buyer in accordance with the terms and conditions of the Final Proposal Agreement

2.    The duration of performance of services under this Agreement commences on the Effective Date and terminates on the Final Delivery Date set forth in the Final Proposal Document, unless the Parties otherwise agree in a writing signed by both parties.

3.    Service Provider will perform the services necessary to complete the Project in accordance with the procedures described in the Final Proposal Document, in a timely and professional manner, consistent with industry standards, at a location, place and time that Service Provider deems appropriate, and all in accordance with the Business Terms, the SOW, and this Agreement.  The manner and means that Service Provider chooses to complete the Project are in Service Provider’s sole discretion and control.  In completing the Project, Service Provider agrees to provide its own equipment, tools, and other materials at its own expense.

4.    Service Provider will provide Client project management with comprehensive status reporting on a regular basis.  These reports will indicate the work activities performed, progress against project milestones, as well as any expenses incurred in the furtherance of this work to date. 

5.     Material deviations from the baseline scope and budget documented herein will be mutually reviewed and agreed by Provider and Client. The following provides the process to be followed for any such material change to the SOW: (a)    A Change Request (“CR”) will be the vehicle for requesting a change to the SOW.  The CR will describe the change, the rationale for the change, the impact on the implementation timeline, and the impact on the Compensation. Both Provider and Buyer may initiate a CR; and (b)     The designated Project Manager of the requesting party will review the CR and determine whether to submit the CR to the other party; and (c)     Both Project Managers will review the proposed CR and either approve for further investigation or reject.  Provider may specify additional charges for such investigation.  If the investigation is authorized, the Project Managers will sign the estimation portion of the CR, which constitutes authorization for the investigative changes. The investigation will determine the effect that the implementation of the CR will have on compensation, schedule and other terms and conditions of the Agreement; and (d)    A written CR must be signed by both Buyer and Provider to authorize implementation of the CR.

 

 


MUTUAL NON-DISCLOSURE AGREEMENT


SUMMARY:

All information provided by Courtney Cady and Shallow Fashion are not to be shared with any individuals outside the agreeing parties below without prior consent. 

Please be aware that as the "second party," you are paying for a service that includes confidential methods and practices, contact information, processes, and technical information. All fees charged by Shallow Fashion for services are considered confidential. Let it be known that all "Confidential Information" outlined in paragraph one of the terms are always considered confidential, regardless of whether their confidentiality is expressed explicitly or not. 

Likewise, this form offers the signing "second party" confidence that any information regarding their company, designs, financiers and/or other projects will not be shared by Courtney Cady or Shallow Fashion without prior consent. 

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into as of the last date entered below (the “Effective Date”) by and between Shallow Fashion, a consulting and management services company, having its principal place of business at 531 Hancock Street, Basement Unit, Brooklyn, NY 11233

and:

(Your Name or Company)
having its principal place of business at: *
having its principal place of business at:
(Your Mailing Address)
(Your Company Name)
(Your Full Name)
(Partner's Full Name. Only applicable if business is a partnership).
Effective Date *
Effective Date
By supplying my full name in the field above, I consent to the TERMS laid out in the MUTUAL NON-DISCLOSURE AGREEMENT herein and understand that SHALLOW FASHION has likewise agreed to the TERMS outlined in the MUTUAL NON-DISCLOSURE AGREEMENT. I understand that by submitting this form, I am waiving the need to sign this document, as is outlined by the US UETA law regarding electronic signatures. I also acknowledge that Courtney Cady and SHALLOW FASHION have likewise waived their need to sign herein as outlined by the US UETA law. *

TERMS:

WHEREAS Shallow Fashion and the Client (the “Parties”) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;      

NOW, THEREFORE, the Parties agree as follows:

1.    Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.

2.    When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care.  The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement.  The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

3.    All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party.  The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information.  The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

4.    The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.

5.    Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (a)    Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or (b)    Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or  (c)    Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or (d)    Is approved for release (and only to the extent so approved) by the disclosing Party; or (e)    Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

6.    Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

7.    Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.

8.    This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.

9.    This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement.  The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.


PAYMENT AGREEMENT


SUMMARY:

This contract binds the Client to payment terms and duration of contract outlined in the Final Proposal Document.

PAYMENT AGREEMENT:

This Working Agreement is made and entered into as of the last date entered below (the “Effective Date”) by and between Shallow Fashion, a consulting and management services company, having its principal place of business at 531 Hancock Street, Basement Unit, Brooklyn, NY 11233

and:

(Your Name/Company)
having its principal place of business at: *
having its principal place of business at:
(Select One)
(Finder's Fees + Hourly Clients Exempt)
(Dollars/Hour or Price/Month, plus any additional fees)
Effective Date: *
Effective Date:
(Your Full Name)
(Only applicable if company is a partnership).
By supplying my full name in the field above, I agree to the TERMS, as well as the duration and price(s) of the contract outlined above and consent to waive the need to sign this document, as is outlined by the US UETA law regarding electronic signatures. *

TERMS:

Client agrees to make payments to Shallow Fashion, ("the Lender"), by the schedule outlined in the Working Agreement in exchange for development and production consultation, services (including management and operations), and all contacts provided. The payment schedule outlined in the Working Agreement is enforceable by law, and the methods described below will be used in cases of delinquent payment.

By this agreement, it is agreed that the rate(s) and duration outlined will be surrendered to the Lender up to seven (7) days from receipt of invoices. 

These payments include any interest and other charges that may apply.

This agreement is binding, and failure to meet its terms will allow the Lender to take certain recourse.

Insufficient payment and bounced checks will incur a fee of $30.00. If payment should not be delivered at all, Lender will be entitled to contacting a debt collection service.

In addition, the following terms and conditions apply:  (a)   This Working Agreement can be void if Second Party does not adhere to outlined timeline within 30 days of tolerance without prior consent from Courtney Cady and Shallow Fashion: or (b)     Shallow Fashion reserves the right to refuse service and terminate Working Agreements, while still enforcing NDA Agreements made between Second Party and Shallow Fashion if Second Party breaches any part of this agreement.

OWNERSHIP

Service Provider agrees that upon receipt of payment from Buyer, any and all Work Product will be the sole and exclusive property of Buyer.  If Service Provider has any rights to the Work Product that are not owned by Buyer upon creation or embodiment, Service Provider hereby automatically upon receipt of payment from Buyer irrevocably assigns to such Buyer all right, title and interest worldwide in and to such Work Product.  Except as set forth below, Service Provider retains no rights to use the Work Product and agrees not to challenge the validity of Buyer’s ownership in the Work Product. 

INDEPENDENT CONTRACTOR RELATIONSHIP 

Shallow Fashion’s relationship with Client will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Service Provider (a) is not the agent of Client; (b) is not authorized to make any representation, contract, or commitment on behalf of Client; (c) will not be entitled to any of the benefits that Client makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Service Provider’s performance of services and receipt of fees under this Agreement. If applicable, Client will report amounts paid to Service Provider by filing Form 1099-MISC with the Internal Revenue Service, as required by law.  Service Provider agrees to fill out form W-9 or W8-BEN, as applicable, and as required by Client.  Service Provider agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Service Provider under this Agreement. Client will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Service Provider’s behalf. Service Provider hereby agrees to indemnify and defend Client against any and all such taxes or contributions, including penalties and interest.  Service Provider agrees to provide proof of payment of appropriate taxes on any fees paid to Service Provider under this Agreement upon reasonable request of Client. 

CHANGES TO PROJECT

All changes made to project are subject to additional fees. These changes include but are not limited to: (a)     additional styles; or (b)    design changes to initial proposed style(s) beyond fit; or (c)    additional colorways, and/or fabric, and/or trim.

INDEMNIFICATION

Service Provider will defend, indemnify, and hold harmless Buyer against any damage, cost, loss or expense arising from a claim, suit or proceeding brought against Buyer alleging that any Work Product that Service Provider delivers pursuant to this Agreement or the Project:  (a) infringes upon any intellectual property rights; or (b) misappropriates any trade secrets, of any third party.

INSURANCE 

Service Provider, at its sole cost and expense, will maintain appropriate insurance in accordance with industry standards. 

 

 



By consenting to the above agreements, all parties agree to the terms as described above. Alterations to these agreements can only be made by both parties and must be placed in writing. Both parties can receive a hard-copy of these agreements if requested, and will be responsible for upholding its terms. By submitting information below, party consents to waiving a signature and is held responsible for submitting this document as outlined by the US UETA law regarding electronic signatures.

Terms Outlined *
I/We Agree *
Name *
Name
Name
Name
(Only applicable if company is a partnership)
Date *
Date