Standard Agency Terms & Conditions

THESE TERMS AND CONDITIONS (“Terms and Conditions”) set forth below are an integrated part of  every Master Services Agreement (“MSA”) entered into by and between CommPro Worldwide, Inc.  (“CommPro”) and the party(ies) executing the MSA (the “Client”) with CommPro. These Terms and  Conditions form a part of, and are integrated into, the MSA with the Client as if set forth in their entirety  in the MSA.  



CommPro agrees to provide the services set forth in detail in Appendix A to the MSA (the “Scope  of Work”). CommPro agrees to utilize its good faith judgment and professional experience in  providing the Services. CommPro scope of services are defined in the MSA and Scope of Work  (“SOW”) in detail. CommPro agrees to provide these services listed in the MSA and the SOW  with best efforts.  



(a) Professional Fees. Client agrees to pay CommPro the amount(s) set forth within the MSA in  accordance with the timing and terms of payment described therein (the “Fee”). Client  acknowledges and agrees that, upon entering into the MSA, CommPro will make  commitments on behalf of Client for the all the Services and shall devote substantial time  and resources in the securing and providing of the Services. Client agrees to make all  payments for Services and expenses by credit/charge card or via bank wire transfer.  


(b) Change Order Fees. Client further agrees to pay CommPro all amounts owed pursuant to  Client-approved “Change Orders” as that term is described in Section 3 hereof.  


(c) Payment Terms:  

          1. Client agrees to pay Fee(s) in the amount and as scheduled in with the MSA. All monthly core program retainer payments are due in accordance with the payment obligations outlined in the MSA.  
          2. The Fee for CommPro’s professional services does not include expenses, third-party costs and other obligations incurred by CommPro for the benefit of the Client, which remain separately payable by the Client in accordance with the terms hereof, unless  specific expenses, costs or obligations are assumed in writing by CommPro prior to  incurring same. CommPro may in its discretion notify Client in writing that the Client is  required to pay a third-party expense, cost or obligation directly to such third party  and, promptly upon such notification, the Client agrees to make, and hereby accepts  liability for, such payment. In no event shall the amount of any payment to a third party  by Client entitle Client to offset or reduce any amount owed to CommPro hereunder.  
          3. In the event an installment payment, if applicable, of the Fee to CommPro is not made on or before the due date set forth in the MSA, client has incurred an interest rate of 1.5% per month. 



(a) Additional Services. Should Client desire changes to the Services set forth in Appendix A to  the MSA, or further work in addition to the Services, such additional services (the “Additional  Services”) shall only be provided by CommPro pursuant to a “Change Order” approved by the Client (the “Change Order”). The providing of Additional Services shall be governed by  the MSA and these Terms and Conditions.  


(b) Change Orders. The Client may specifically amend or modify the Services set forth in  Appendix A by approval of a Change Order. The Client’s approval of a Change Order  authorizes the CommPro to commence work and to invoice for that work. Once approved,  the Change Order is deemed to be an amendment to, and shall be governed by, the MSA  and these Terms and Conditions. A Change Order shall set forth:  

          1. the Additional Services to be provided, including changes to timeline and/or other parameters of services, as may be applicable; and
          2. the fees and amounts payable for the Additional Services. The then-current hourly rates charged by CommPro personnel shall be applicable unless the parties have specifically agreed upon a fee for the Additional Services.  

(c) Change Order Procedure.  

          1. The Client requests CommPro to provide Additional Services;
          2. CommPro responds by forwarding a Change Order form to the Client via email for its review;
          3. The Client approves the Change Order by returning it via email with executed digital signature or scanned in PDF format; and
          4. CommPro commences the approved Change Order services.


(d) No Offset. CommPro invoicing shall reflect additional charges as agreed for Change Order  work. Because of CommPro’s devotion of resources, overhead, manpower and incursion of  third-party costs immediately upon the Client’s execution of the MSA, there is no entitlement  to Fee reduction or offset in the event a Change Order may reduce or alter certain Services  already agreed hereunder while adding or modifying others.  



The Client shall reimburse CommPro for business expenses and obligations incurred by  CommPro for the benefit of the Client and in furtherance of the Services and its obligations  hereunder, provided that the CommPro submits documentation evidencing the expenses in a  form reasonably acceptable to Client. Expenses in excess of $500.00 shall require the Client’s  prior written consent. Expenses shall be invoiced monthly and paid by Client promptly when  due. Failure to receive an invoice shall not relieve Client of its obligations to reimburse expenses  hereunder to which CommPro shall remain entitled. When past due, unpaid expenses shall be  deemed included in total Fees outstanding.  



CommPro represents Client as its agent on an exclusive or non-exclusive basis, as set forth in the  MSA, for advisory, PR and/or media relations services described in Appendix A. Nothing in the  MSA or these Terms and Conditions should be construed to create a partnership, joint venture  or employer-employee relationship. Each party is responsible for its own tax obligations. Client  will not withhold or make payments for social security, unemployment insurance or disability  insurance on CommPro’s behalf and CommPro shall have sole discretion with respect to its day to-day operations and use of personnel to comply with its obligations under the MSA. The activities described in the MSA are not the exclusive activity of Client or CommPro. Client and  CommPro each may undertake other activities unless specifically prohibited in the MSA.    



(a) Authority. Each party represents, warrants and covenants to the other as follows:

          1. such party has the full right and legal authority to enter into and fully perform this  Contract in accordance with its terms;  
          2. the MSA when executed and delivered will be such party’s legal, valid and binding obligation enforceable against it in accordance with its terms;
          3. the execution and delivery of the MSA has been duly authorized by that party; and
          4. the MSA is entered into solely for the purpose of the rights described therein and herein for no other purpose.  


(b) Reliance. Client acknowledges that CommPro has agreed to provide the Services in reliance,  in part, on the truthfulness and accuracy of the information provided to it by Client. Client  acknowledges further that Client’s reputation and commercial value would be damaged with  the dissemination of inaccurate or incomplete information. The Client therefore represents  and warrants to CommPro that all information and statements of fact, whether in written,  digital or other format, provided by Client may be relied upon by CommPro and will be true  and correct and will not include any untrue statement of a material fact or omit to state any  material fact required to be stated therein or necessary to make the statements therein not  misleading.  


(c) No Guarantee. CommPro will exert its best efforts to perform for Client the services outlined  in the Scope of Work and MSA, however CommPro does not guarantee any specific outcome  to these activities. In the course of rendering Services to the Client and developing  relationships with strategic and media contacts, CommPro shall, in its sole discretion and  with Client’s approval, determine when and whether to introduce Client to any contact or  relationship of CommPro.  



(a) Client Indemnification. Client shall indemnify, defend and hold harmless CommPro from  any and all costs, expenses, liabilities and penalties including reasonable attorney’s fees and  expenses, incurred by CommPro arising out of Client’s negligence, gross negligence, willful  misconduct, or any actual or alleged breach by Client of any of Client’s obligations,  representations and warranties set forth hereunder or the MSA, or any liability arising from  the use by third parties of Client’s products or services (if applicable). CommPro shall not be  held responsible for any breaches or failure to perform by third parties outside of CommPro  or its full-time employees.  


(b) CommPro Indemnification. CommPro shall indemnify, defend and hold harmless Client  from any and all costs, expenses, liabilities and penalties including reasonable attorney’s fees  and expenses, incurred by Client arising out of CommPro’s negligence, gross negligence,  willful misconduct, or any actual or alleged breach by CommPro of any of CommPro’s  obligations, representations and warranties set forth hereunder or the MSA, or any liability  arising from the use by third parties of CommPro’s products or services (if applicable). Client shall not be held responsible for any breaches or failure to perform by third parties outside  of Client or its full-time employees.  



The term of the MSA shall commence on the date the MSA is signed by both parties (the  “Effective Date”) and shall continue for the term agreed to in the MSA (the “Initial Term”). Should  any of the Services be rescheduled or additional time be required to complete the agreed  Services, include any agreed Additional Services, the Initial Term shall be automatically extended  by such additional time required. The MSA shall continue in force after the Initial Term unless  terminated as set forth below.  


(a) Termination Without Cause. Either party may terminate the Contract without cause at any  time after three (3) months with at least ninety (90) days’ prior written notice to the other  party such termination being effective immediately following such 90-day notice period.  


(b) Termination With Cause. 

          1. Either Party may terminate this Contract at any time if the other Party is in uncured material breach or default of its non-monetary obligations hereunder and such breach remains uncured for thirty (30) days effective from the 1st day of the following month,  or fewer days as applicable if specific Services are scheduled to be performed by  CommPro in less than thirty (30) days, following receipt of written notice by the non breaching Party.  
          1. Notwithstanding the foregoing, termination of the MSA by Client shall only be deemed effective upon (i) compliance with required written notice, and (ii) full payment by Client to CommPro of all amounts owed to CommPro, through the effective date of  termination, pursuant to the MSA and these Terms and Conditions.  
          2. In the event the material breach is Client’s failure to pay any monetary amounts then due and payable according to the MSA, such breach must be cured within five (5) business days of receipt of notice of such breach, or CommPro may, without any  liability under the MSA, terminate the MSA effective as of the date of notification.  
          3. The MSA may also be terminated for cause in the event the other party is declared insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed, or any proceeding is demanded by, for or against the other under any  provision of the Federal Bankruptcy Act or any amendment thereof.  


(c) Obligations on Termination.  

          1. All Fees, expenses and other amounts to which CommPro is entitled under the MSA and herein shall be immediately payable by Client upon termination or as they become due and payable as described in the MSA and herein. 
          2. Notwithstanding any cancellation or termination of this Contract at any time and for any reason, CommPro shall have the right to retain any sums already paid by Client as payment and consideration for CommPro’s efforts, services and potential loss of  goodwill with third parties due to cancellation and other incurred costs. Client shall be  responsible for all third-party costs and expenses incurred by CommPro up to the  Effective Date of Termination in connection with the Services or in otherwise carrying  out the terms of the MSA regardless of reason for termination, or chargeable to CommPro after the Effective Date of Termination. CommPro’s failure to limit, mitigate  or recover such third-party costs shall not be deemed a breach hereof.  
          1. CommPro shall have no obligation to consummate any transaction or relationship begun on behalf of, or for the benefit of, Client but not yet complete at the time of termination. All such unconsummated relationships, and their associated contact  information and work product, shall remain the property of CommPro.  


(d) Survival of Certain Sections. Sections 8 through 17 of these Terms and Conditions will  survive the termination of this Agreement.  



(a) Defined. Each party agrees to hold private and confidential all confidential information of  the other party. Neither party, without the prior written consent of the other, shall divulge,  disseminate, communicate or otherwise disclose, or directly or indirectly benefit from, any  confidential or proprietary information of the other party except to the extent required by  law, regulation or any judicial or regulatory authority. “Confidential Information” includes,  but is not limited to, any information of the party not obtainable by the general public and  which contains information which would be considered owned by that party and proprietary  in nature and which would be considered as a trade secret except so far as it already exists  in the public domain. For the avoidance of doubt, the parties hereto acknowledge and agree  that only publicly available information shall be distributed or disseminated in connection  with the provision of the Services unless approved or directed by the Client. Confidential  Information of CommPro includes companies and personalities with whom CommPro has  developed relationships and that CommPro utilizes in connection with providing public  relations, media relations and related services. This right of Confidentiality shall survive the  expiration of the MSA for a period of no less than five (5) years.  


(b) Ownership. All Confidential Information of Client remains the property of Client and no  license or other rights to Confidential Information are granted or implied hereby. Other than  rights expressly granted herein, CommPro has no rights under the MSA to use, copy, or make  derivative works of the Confidential Information. Client recognizes that CommPro (including  its corporate affiliates) may be engaged in the promotion, development, marketing,  licensing, or sale of similar concepts, systems, techniques, services or products to those of  Client. Such concepts, systems, techniques, services or products may be competitive with  those of Client and may display the same or similar functionality, including those  contemplated by or embodied in any Confidential Information disclosed by Client to  CommPro. Accordingly, nothing in the MSA or herein will be construed as a representation  or agreement that CommPro will not develop or have developed for it promotional,  marketing or similar public relations or media concepts, systems, techniques, services that  are similar to the concepts, systems, techniques, products or services developed for Client  after review of Client’s Confidential Information.  


(c) CommPro Activities. Client also acknowledges that the CommPro may receive information  from other parties that is similar to information that Client may disclose to the CommPro.  Nothing in the MSA or herein is to be construed to prevent CommPro from engaging  independently in activities with such other parties. Nothing in the MSA or herein, including  the disclosure of the identity of Client’s customers, potential customers, partners or potential partners, shall restrict CommPro’s freedom to pursue business relationships with such parties  referred by the Client or otherwise. CommPro retains sole discretion to assign or reassign  the job responsibilities of its employees.  


(d) Residuals. CommPro shall be free to use for any purpose any Residuals resulting from access  to or work with any information disclosed by Client to CommPro. The term “Residuals” means  information in non-tangible form which may be retained by persons who have had access to  any information disclosed by Client to CommPro, including ideas, concepts, know-how,  understandings or techniques contained therein. CommPro shall not have any obligation to  limit or restrict the assignment of such persons or to pay royalties for any work resulting  from the use of Residuals.  



The Client grants CommPro unrestricted use of Client’s name, trademarks, slogans, logos and  copyrighted information for purposes including but not limited to press releases, marketing  campaigns, editorial, design, links, and other public relations and marketing-related purposes  both related to Client and CommPro. Client, on its behalf and on behalf of its affiliates, if  applicable, grants CommPro use in perpetuity of images, artwork and renderings created for  Client by CommPro, including those containing Client’s name, trademarks, slogans, logos and  copyrighted information for the purposes of inclusion in CommPro’s portfolio of representative  client work for CommPro’s website, marketing, media outreach and PR purposes. Client  represents and warrants that it fully owns or has unrestricted use of its trademarks, slogans and  logos including uses as contemplated by the MSA and herein. Client may not use any  CommPro/network/show trademarks, logos, slogans or related content without the prior written  authorization of CommPro.  



To the extent Services involve creation of materials and programs proprietary to the Client, such  materials and programs shall be deemed “Work Product” owned by the Client to the extent of  the elements thereof proprietary to the Client, including intellectual property of the Client used  therein. Notwithstanding the foregoing, and except as limited by Section 8 herein, ownership of  Work Product remains in Client as set forth herein; provided, however, that CommPro’s use of  particular marketing methods, contests or similar promotions applicable to public relations and  marketing generally, does not convey ownership of such methods, contests or promotions solely  because they were adapted specifically to the Work performed for Client.  






Neither party will at any time during the Term or for a period of one (1) year from the date of  Effective Date of Termination, either individually or through any company controlled by or acting  in concert with the party, directly or indirectly solicit for employment, or endeavor to employ or  to retain as an independent contractor or agent, any person who is a full-time or part-time  employee, freelancer or contractor of the other party as of the Effective Date of Termination.  



During the Term, and for a period of two (2) years after neither the Client nor any person acting  on behalf of, or at the direction or for the benefit of the Client, including agents, subsidiaries,  parent and controlled companies and their respective directors, officers, principals and  employees individually (“Affiliates”), shall, without the prior informed written consent of the  Company, make any effort directly or indirectly to contact, communicate, deal with or otherwise  circumvent CommPro with respect to any party or entity introduced, identified or otherwise  made known to Client directly or indirectly as a result of its relationship with CommPro including,  but not limited to, industry partners, PR and media providers, clients, funders, exchanges, for profit and not-for-profit companies, industry groups, governmental entities and international  organizations including the United Nations and personnel associated with the foregoing.  


This clause shall be irrevocable and non-cancellable. It is to be applied to any and all transactions of the signatories regardless of the success of any specific project. Both Parties agree that the  identity of any third party or entity who is introduced to Client under this agreement is currently,  and shall forever remain, the proprietary asset of CommPro unless otherwise agreed to, in  writing, by both CommPro and Client.



Each party agrees that it will not at any time disparage, demean, criticize, or do or say anything  reasonably expected to cause injury to the business, assets, reputation, management, employees,  members of the Board of Directors, agents, principals, clients or services or products of the other  party.



The parties acknowledge and agree that in the event a breach of Section 10, Section 14 or Section  15 may cause harm which will not be compensated by monetary damages alone and,  accordingly, the non-breaching party will be entitled to an immediate injunction restraining the  breaching party from committing or continuing to commit such breach. Each party further  agrees that it will not oppose the granting of such relief and that it will not seek, and agrees to  waive any requirement for, the posting of any bond in connection therewith. Such remedies  shall not be deemed to be the exclusive remedies for any such breaches by a party or its  representatives and shall be in addition to all other remedies available at law or in equity.  



(a) Authorization; Enforceability. Each party represents, warrants and covenants to the other  as follows:  

          1. it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms; 
          2. this Agreement, when executed and delivered by it, will be its legal, valid and binding obligation enforceable against it in accordance with its terms;
          3. the execution and delivery of this Agreement has been duly authorized; and
          4. this Agreement is entered into solely for the purpose of the rights described herein and for no other purpose.  


(b) Assignment. The Client shall not assign, delegate nor otherwise transfer its rights and  obligations under the MSA without the written consent of CommPro. In carrying out the  duties and obligations, CommPro has the right to subcontract third parties in the  performance of the Services.  


(c) Entire Agreement; Amendment. The MSA constitutes the entire agreement between the  parties with respect to the subject matter contained herein and supersedes all prior oral or  written agreements, if any, between the parties with respect to such subject matter and,  except as otherwise expressly provided in the MSA, is not intended to confer upon any other person any rights or remedies hereunder. Any amendments hereto or modifications hereof  must be made in writing and executed by each of the parties.  


(d) Controlling Document. In the event of any inconsistency between these Terms and  Conditions and the Master Service Agreement executed by Client, the terms of the Master  Service Agreement shall prevail.  


(e) Appendices and Exhibits. Appendices and schedules attached to the MSA, and these Terms  and Conditions, are deemed to be fully incorporated in, and shall be governed by, the MSA  as if set forth in their entirety herein. The MSA shall be deemed to refer to all appendices,  schedules, Terms and Conditions and amendments when the context reasonably requires.  Change Orders may be memorialized by both parties by email and, when done so, shall be  deemed amendments to the MSA.  


(f) Governing Law. The MSA shall be governed by and construed in accordance with the laws  of the State of New York without giving effect to conflict of laws principles. The parties agree  that any suit, action or proceeding between the parties hereto arising out of or relating in  any manner to the MSA shall be instituted exclusively in the federal or state courts located  in New York County, New York. Each of the parties waives its rights to a jury trial and  consents to trial before the Court. Any failure by a party to enforce any rights under the MSA  shall not be deemed a waiver of such rights.  


(g) Notice. Any notice, communication, request, reply or advice (collectively, “Notice”) provided  for or permitted by the MSA to be made or accepted by either party must be in writing.  Unless otherwise set forth in this Contract, Notice may be given or served by (a) personal  delivery or by commercial courier, (b) United States mail, postage pre-paid, to the addresses  set forth above, (c) United States mail, postage pre-paid, certified, return receipt requested,  to the addresses set forth below, (d) e-mail transmission, evidenced by confirmed receipt, or  (e) depositing the same into custody of a nationally and/or internationally recognized  overnight delivery service. Notice deposited in the United States mail in the manner  hereinabove described shall be effective on the fifth (5th) business day after such deposit.  Unless otherwise set forth in this Contract, Notice given in any other manner shall be effective only if and when received by the Party to be notified. The Parties shall have the right from  time to time to change their respective addresses, and each shall have the right to specify as  its address any other address by at least five (5) days’ written Notice to the other Party.  


(h) Severability; Conflicts; Counterparts; Signatures. If any paragraph, term or provision of  the MSA shall be held or determined to be unenforceable, the balance of the MSA shall  nevertheless continue in full force and effect unaffected by such holding or determination.  In the event of a conflict in the terms between the MSA (including appendices) and these  Terms and Conditions, these Terms and Conditions shall prevail. The MSA may be executed  simultaneously in two or more counterparts, each of which shall be deemed an original, but  all of which together shall constitute one and the same instrument. Digital signatures,  facsimile signatures or signatures emailed in PDF format shall, for all purposes, be treated as  originals.  


(i) Press Releases. Client agrees that all press releases related to the Services (i) shall be  distributed solely through the CommPro data newswire and content marketing service; and  (ii) shall adhere to the strict PR guidelines of CommPro and the network with respect to  trademarks, logos, slogans and related content.