INTELLECTUAL PROPERTY

Copyright Ownership. Provider retains exclusive ownership of all copyrights in any and all work(s) created or produced pursuant to this Agreement, in accordance with federal copyright law (Title 17, Chapter 2, Section 201-02 of the United States Code), whether registered or unregistered. All products,1 tangible or intangible, created or produced in connection with this Agreement are the sole and exclusive property of Provider and may be used at Provider’s discretion.   

Permitted Uses of Product(s). Provider grants Client a limited, non-transferable, non-exclusive license to use the final deliverable(s) for internal, non-commercial purposes only. Client must provide clear and conspicuous attribution to Provider in any use of the deliverable(s). Any commercial use, distribution, or modification of the deliverable(s) requires a separate, written agreement with Provider. "Internal, non-commercial purposes" is defined strictly as use within the client’s organization, and not for any type of external distribution or revenue generation.

CONFIDENTIALITY

Parties shall maintain strict confidentiality regarding all information related to this Agreement, the Services, and each party's business operations. Confidential Information includes, but is not limited to, intellectual property, trade secrets, financial data, business plans, and client lists. Upon termination of this Agreement, all Confidential Information, including access credentials, must be returned to the originating party.
"Confidential Information" encompasses any and all data, materials, or knowledge, regardless of form, pertaining to past, present, or future business activities, clients, employees, financial data, operations, products, or services.
This confidentiality obligation does not extend to information that: (a) was previously known; (b) becomes public through no fault of the receiving party; (c) is received from a third party with no confidentiality obligation; (d) is independently developed; or (e) is required to be disclosed by law.

LIMIT OF LIABILITY

Maximum Damages. All services are rendered on a non-refundable basis. Due to the nature of consulting and advisory services, all payments are compensation for time, expertise, and resources expended, and are therefore non-refundable. Payment plans obligate the Client to complete all scheduled payments, regardless of project completion or Client satisfaction.
Indemnification. Client agrees to indemnify, defend, and hold harmless Provider, its affiliates, employees, agents, and contractors from any liability, claim, or action arising from Client’s use of the Services or deliverables.

IMPOSSIBILITY

Force Majeure. Neither party shall be liable for delays or failures to perform due to events beyond reasonable control, including natural disasters, war, or other catastrophic events.
Failure to Perform Services. If Provider is unable to perform its obligations, Provider will provide prompt notice to Client and issue a credit for the portion of services deemed undelivered, as determined solely by Provider. Client releases provider from any further liability.

MEDIA RELEASE

Client grants Provider the irrevocable right to use Client’s logos and testimonials for promotional purposes on Provider’s website and social media platforms. Client waives any right to compensation for such use. Client may request discontinuation of use, but Provider retains discretion in how quickly those changes are implemented.

GENERAL PROVISIONS

Governing Law. This Agreement shall be governed by the laws of the State of Georgia.
Severability. If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain in effect.
Merger. This Agreement constitutes the entire agreement between the parties.
Amendment. This Agreement may only be amended in writing, signed by both parties.
Dispute Resolution. Any dispute arising from this agreement will be resolved through arbitration, in the county of the providers choice, and the providers interpretation of the agreement will be the deciding factor.