Flexible Scope Retainer Terms
This is a contract for a Flexible Scope Retainer for services from Mindshare Labs. The above-named Client (referred to herein as "Client") has engaged Mindshare Labs for a set minimum number of hours per month (either 2, 5 or 10 as indicated above) for a 12 month period.
A 2 hour Retainer is a prepayment for up to 2 hours of services in a given 30 day period. A 5 hour Retainer is a prepayment for up to 5 hours of services in a given 30 day period. A 10 hour Retainer is a prepayment for up to 10 hours of services in a given 30 day period. Unused hours do not roll over to the next month or period.
A 2 hour retainer provides a 15% discount on our hourly rate ($127.50 / hour). A 5 hour retainer provides a 30% discount on our hourly rate ($105 / hour). A 10 hour retainer provides a 40% discount on our hourly rate ($90 / hour). Additional work beyond the 2, 5 or 10 hours will be billed at the discounted rate with no penalty. While the Retainer agreement is active and paid, the discounted rate will apply. This discount cannot be combined with any other discounts.
Client agrees to pay to Mindshare Labs at the start of each month (30 day period) beginning with the execution of this agreement for a duration of 12 months. Delinquent bills will be assessed a finance charge if payment is not received within 30 days of the due date. If an amount remains delinquent 30 days after its due date, an additional penalty will be added for each month of delinquency. Mindshare Labs reserves the right to remove web pages, disable application functionality or otherwise hamper the use of our work until payment is made. Should collection activities become necessary, Client agrees to pay all fees relating to said activity.
Warranties & Liability
Mindshare Labs does not express or imply any warranty that our code or services will meet the Client's expectations for traffic, profit, or performance. In no event will Mindshare Labs or their subcontractors be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate our code or services, even if Mindshare Labs has been advised of the possibility of such damages.
Trademarks & Copyrights
Client represents to Mindshare Labs and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Mindshare Labs for inclusion in this any website or application are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Mindshare Labs from any claim or suit arising from the use of such elements furnished by Client.
Early Termination / Buy Out
An early termination fee equal to 20% of the remaining balance (of the entire 12 month term) will be immediately due upon early termination of this agreement.
Client shall bear all costs, expenses, and reasonable attorney's fees in any action brought to recover payment under this Retainer. Any disputes arising from this Retainer will be litigated or arbitrated in Santa Fe, New Mexico. This Retainer shall be governed and construed in accordance with the laws of the State of New Mexico, USA.
The above named Client hereby agrees to the terms, conditions and stipulations of this Retainer on behalf of his or her organization or business. This Retainer constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.