Contract for Social Media
Services
To
Client Name: Leonardo Biagioni
Project Start Date: 4 Feb 2019
leobiag@btinternet.com
Beku Media
Contractor (the "Contractor")
Beku Media
15 Pennington Court
40 The Highway
London England E1W 2SD
+447746360946
Attachment A:
Scope
4 Feb 2019
Flat Fee
Billed monhtly
Instagram Management - £50.00
3x Posts per week
Content curation
Engagement
£50.00/month
Contractor Bernardas Kudulis
I agree to the terms and conditions of this contract.
Client Leonardo Biagioni
I agree to the terms and conditions of this contract.
Bernardas Kudulis 04/02/2019
Bernard
First Name Last Name
Signature
Services
Contractor agrees to perform services as described in Attachment A (the “Services”) and Client agrees to pay
Contractor as described in Attachment A.
Signatures
In witness whereof, the Parties, have executed this Agreement, inclusive of Attachment A and Attachment B,
as of the later of the two dates above (the “Eective Date”).
Attachment B:
Terms and Conditions
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great
relationship and therefore we have an interest in treating each other with these values at all times. As much as
legal documents are important, what truly binds us is our drive to do great work with great people and to
develop a relationship of mutual respect and trust.
Acceptances
The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client.
Client agrees to cooperate and to provide Contractor with everything needed to complete the Services as,
when and in the format requested by Contractor.
Contractor has the experience and ability to do everything Contractor agreed to for Client and will do it all in a
professional and timely manner. Contractor will endeavor to meet every deadline that’s set and to meet the
expectation for Services to the best of its abilities.
Warranty
Contractor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that
none of such Services or any part of this Agreement is or will be inconsistent with any obligation Contractor
may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or
exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person
or entity (including, without limitation, Contractor); (iii) Contractor has the full right to provide Client with the
assignments and rights provided for herein; (iv) Contractor shall comply with all applicable laws in the course of
performing the Services and (v) if Contractor’s work requires a license, Contractor has obtained that license
and the license is in full force and eect.
EXCEPT AS SET FORTH IN THIS ATTACHMENT B, CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES,
WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO
BE DERIVED FROM THE WORK.
EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
Condentiality & Non-Disclosure
Sele
Each party shall maintain, in the strictest condence
Term & Termination
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice.
Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach
of this Agreement and such party does not cure a breach within 5 days of written notice from the nonbreaching party of such breach.
If this Agreement is terminated earlier by Client without cause, Client agrees to pay Contractor any and all
sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses
already incurred, including those from documented non-cancelable commitments. Contractor agrees to use
the best eorts to minimize such costs and expenses.
Termination for any reason shall not aect the rights granted to Client by Contractor hereunder. Upon
termination, Client shall pay to Contractor all undisputed amounts due and payable. If upon termination Client
has not paid undisputed fees owed for the material, deliverables or Services provided by Contractor as of the
date of termination, Client agrees not to use any such material or the product of such Service, until Client has
paid Contractor in full. Any provisions or clause in this Contract that, by its language or context, implies its
survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary
in this Agreement, Contractor shall retain a perfected security interest in the deliverable or material until Client
has made payment in full for all undisputed amounts as of the termination date. Contractor hereby agrees to
release and waive its security interest in the deliverable and material upon receipt of full payment for all
undisputed amounts.
Payment Terms
Client understands the importance of paying independent contractors in a timely manner and wants to
maintain a positive working relationship with Contractor to keep the project moving forward.
Payments for each invoice delivered by Contractor to Client are due within 0 days of receipt. In case of
overdue payments, Contractor reserves the right to stop work until payment is received.
Expense Reimbursement
Client shall reimburse all expenses that are reasonable and that have been authorized in writing by Client in
advance; payable within 0 days of itemized invoice.
Changes
Any material changes to the Services, including work to be performed and related fees must be approved by
the prior written consent of both parties.
Indemnication and Limitation of Liability
Contractor agrees to indemnify, defend and hold harmless Client from any and all claims, actions, damages,
and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s
gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes
upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade
secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or
agreements herein.
Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages,
liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner
caused by Client’s (i) gross negligence; (ii) out of any claim that Client provided content, or any portion thereof
in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent,
copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Client’s representations,
warranties or agreements herein.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT
FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES
(INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR
RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER
OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT,
TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW,
CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO
EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CLIENT TO THE CONTRACTOR UNDER THIS
AGREEMENT.
Right to Authorship Credit
Both Parties agree that when asked, Client must properly identify Contractor as the creator of the deliverables.
Client does not have a proactive duty to display Contractor’s name together with the deliverables, but Client
may not seek to mislead others that the deliverables were created by anyone other than Contractor.
Client hereby agrees Contractor may use the work product as part of Contractors portfolio and websites,
galleries and other media solely for the purpose of showcasing Contractors work but not for any other
purpose.
Contractor will not publish any condential or non-public work without Client’s prior written consent.
Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of
Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conicts of law
provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue
in the courts located in the Contractor’s jurisdiction.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be
construed as a waiver of such rights.
Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed
a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or
causes beyond the reasonable control of such party which cannot be overcome through that party’s
reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, re,
explosion, oods and acts of government or governmental agencies or instrumentalities.
Notices
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a
nationally recognized carrier to the other Party’s address on le; (ii) or via e-mail to the other Party’s designated
representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail
and e-mail address on le for such notices. Notices sent by e-mail shall be deemed eective once sent if no
error or “bounce back” has been received within twenty-four (24) hours of submission.
Appropriate Conduct
Client and Contractor will seek to maintain a professional relationship that is free from harassment of any kind
and from any other oensive or disrespectful conduct. If at any time during the term of this Agreement
Contractor believes that he/she has been subjected to harassing behavior on the part of Client or Client’s sta,
Contractor will notify Client immediately and demand that appropriate actions will be taken to correct the
matter. In the event that the reported behavior continues following Contractor’s second notice, such behavior
will constitute a breach of this Agreement and entitle Contractor to terminate this Agreement in accordance
with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the
planned monthly service hours, as applicable, without limiting any other right or remedy available to Contractor
by law.
Miscellaneous
The section and subsection headings used in this Agreement are for convenience only and will not be used
in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither
party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this
Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in
counterparts, each of which will be deemed an original and all of which together will constitute one and the
same instrument. In the event that any provision of this Agreement will be determined to be illegal or
unenforceable, that provision will be rst revised to give the maximum permissible eect to its original intent
or, if such revision is not permitted, that specic provision will be eliminated so that this Agreement will
otherwise remain in full force and eect and enforceable.
Entire Contract
This Agreement, along with this Attachment B, and any exhibits, schedules or attachments, between the
Parties supersedes any previous arrangements, oral or written, and may not be modied in any respect except
by a future written agreement signed by both Parties.

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19/09/2020


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