This Agreement is between Grindstone Inc. located at 4725 Dorsey Hall Dr. Suite A, Ellicott City MD 21042 and – Professional Video & Photography, Inc. – referred to as “client” located at 355 South Teller St. Suite 200 Lakewood CO 80226. The parties, desiring to enter into an agreement whereby Grindstone will provide B2B Telemarketing Services for client. The parties agree as follows:
1.0 Fees. Costs for management of the program and all professional services provided by Grindstone including set-up, call flow development, strategy, training, and administration, are as follows:
100 Hours of B2B Telemarketing @ $26HR $2,600
One time set up fee $300
Total Cost: $2,900
2.0 Payment Terms.
2.1 100 Hours of payment due plus set up fee with signed agreement (wired funds, checks or credit cards accepted)
2.2 After the initial 100 hours of services, program continuance is client’s option on a renewal basis. The number of hours will be decided by mutual agreement and billed in advance.
3.0 The Responsibilities of Grindstone. Grindstone will provide B2B Telemarketing Services for client. Grindstone will provide the following:
• Calling agents
• Assigned Program Manager
• Program planning, set-up & management
• Agent training
• Immediate action emails & online access to database and reports
• All Phone charges, administration and payroll
• Return updated campaign database with notes and contact information at end of program. (All information made available to client through our contact management software)
• Grindstone will not share or sell database information and will keep the client’s database completely confidential. Client’s database is exclusively owned by client.
4.0 Terms and Termination. This initial agreement shall be for a period of 100 hours of services. All terms of this Agreement will apply to any subsequent projects of the same scope (renewal of services) as agreed upon in writing by Grindstone and Client.
4.1 Either party may terminate this agreement with advance written notice to the other party only in the event that:
4.1.1 Either party consents to liquidation proceedings, or files a bankruptcy petition, or any similar act which reveals insolvency of the party;
4.1.2 Either party fails to keep, observe or perform any material term or provision of this Agreement, and the default continues for a period of one (1) week after written notice thereof by the other party;
4.1.3 All or a substantial portion of the operations of either party are interrupted by war, fire, riots, the elements, earthquakes, acts of God, or eminent domain.
5.0 Independent Contractor Status. Both parties agree that Grindstone is an independent contractor and that the parties are neither partners nor joint ventures with each other, and that nothing herein shall be construed to make them such partners or joint ventures. Client agrees not to have contact for the purpose of recruiting or doing business with any call agent or representative from Grindstone at any time during the term of this Agreement or for a period of two (2) years thereafter.
6.0 Severability. The invalidity of any provision of this Agreement will not affect the validity of any other provisions.
7.0 Modifications. This Agreement contains the entire understanding of the parties and supersedes any prior understanding, and will be modified only by a written document signed by authorized officers of both parties.
8.0 Assignment. This Agreement may not be assigned by any party without the express written consent of the other party.
9.0 Governing Laws. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of Maryland. All issues that arise regarding this Agreement shall be resolved within the jurisdiction of the court system within the State of Maryland.
10. Notice. All notices pursuant to this Agreement shall be in writing and shall be effective when received by fax, email, and/or mail.
11.0 Client may pause the program and resume anytime. However, Grindstone can not guarantee that the same marketing agent will be available at the time of continuation.