VENDOR SERVICES AGREEMENT
This Vendor Services Agreement (this “Agreement”), dated as of the date of the last party accepting this Agreement (the “Effective Date”), is made and entered into by and between the below-listed service provider (“Vendor”) and the below-listed client (“Client”).
In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Services.
Vendor will provide the services agreed to in writing between Client and Vendor (the “Services”). Each category of Services (for example, photography or floral arrangements) may be subject to additional terms specific to that Service. Those terms are provided in a schedule to this Agreement, which is incorporated herein by reference (each a “Schedule”). If Client orders such a category of Services and Vendor agrees to provide that category of Services, then the terms of the applicable Schedule will apply. Vendor will control the manner and means by which Vendor renders Services and will at all times act in a manner consistent with Vendor’s status as an independent contractor. Vendor will procure the materials, equipment and tools that Vendor determines are needed to provide the Services. Except as set forth in Section 8.1, Vendor is solely responsible for any expenses Vendor incurs while performing the Services, such as office space, supplies, Internet connection, technology devices, mobile telephones, parking, lodging and other travel related costs.
2. Fees.
Client will pay all fees communicated in writing to Client for provision of the Vendor Services (the “Fees”). Client will pay fifty percent (50%) of the Fees up front (the “Deposit”) and the remaining fifty percent (50%) on the date of the Event.
3. Staff and Subcontractors.
Vendor may engage assistants, interns, volunteers, employees, substitutes, helpers, or any other individual engaged for completing Services (“Staff”) at Vendor’s discretion; provided, however, that Vendor will not subcontract the Services to a third party (a “Subcontractor”) without Client’s prior written consent. Vendor assumes full and sole responsibility for the payment of all compensation and expenses of Staff and Subcontractors and for all state and federal income tax, unemployment insurance, social security, disability insurance, and other applicable withholdings. Vendor will be responsible for all acts and omissions of all Staff and Subcontractors to the same extent as if such acts or omissions were undertaken by Vendor, and for the purposes of this Agreement, work performed or acts or omissions undertaken by such Subcontractors will be deemed to have been performed or undertaken, as the case may be, by Vendor.
4. Representations and Warranties.
Vendor. Vendor represents, warrants, and covenants that: (a) Vendor shall perform the Services in a competent and professional manner in accordance with the level of professional care customarily observed by highly skilled professionals rendering similar services; (b) Vendor has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (c) Vendor possesses all licenses required to provide the Services; and (d) Vendor’s provision of the Services will not violate any applicable laws or regulations or cause a breach of any agreement with any third party.
Client. Client represents, warrants, and covenants that: (a) Client has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and (b) Client has obtained any required permits or other rights or permissions necessary for the Event.
5. Indemnification.
Each party will defend and hold the other and its affiliates and its and their respective directors, officers, employees, contractors, and agents (collectively, “Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise) (“Claims”), and indemnify the Indemnitees for any and all damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including reasonable attorneys' fees, expert witnesses’ costs and fees, costs, penalties, interest and disbursements) arising from or relating to any Claim (including third-party claims) against any Indemnitees, whether successful or not, caused by, arising out of or resulting from (a) any actual or alleged breach of any of the indemnifying party’s representations, warranties, or covenants in this Agreement, (b) any property damage or personal injury (including death) to the extent caused by the indemnifying party or, in the case of Client, by any of the guests or other service providers at the Event, and (c) any actual or alleged gross negligence, willful misconduct, or fraud of the indemnifying party. The Indemnitee will (i) give prompt written notice of the Claim to the indemnifying party once the Indemnitee becomes aware of it, (ii) grant the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except that the Indemnitee may participate, at its expense, in the defense and/or settlement thereof and the Indemnitee must first approve in writing any settlement that requires an affirmative obligation of the Indemnitee), and (iii) provide reasonable cooperation to the indemnifying party and assistance in the Claim’s defense or settlement. The Indemnitee may, at the indemnifying party’s expense, undertake and control the defense and/or settlement of any Claim in the event the indemnifying party materially fails to undertake and control the same after exercising its option to solely control the same.
6. Term.
Term. Unless terminated as set forth below, the term of this Agreement will commence on the Effective Date and continue until the completion of Vendor’s performance of the Services.
Termination for Convenience. Either party may terminate this Agreement until the date that is one (1) month prior to the Event. If Client so terminates this Agreement, Client will forfeit the Deposit. If Vendor so terminates this Agreement, Vendor will refund the Deposit.
Termination for Material Breach. Either party may terminate this Agreement for cause if the other party breaches the Agreement and does not remedy such failure within 20 days after receipt of written notice of such breach.
Effect of Termination. Upon any expiration or termination of this Agreement, each party’s obligations under this Agreement will immediately cease. Notwithstanding any terms to the contrary in this Agreement, Sections 5, 6.4, 7, and 8 will survive any expiration or termination of this Agreement.
7. Content; Ownership; Release.
Creation of Content. Vendor may, as part of its provision of the Services, create photos, videos, audio files, graphics, or other materials (the “Content”). Vendor will make the Content available to Client promptly after provision of the Services.
Ownership of Content. Vendor will, and hereby does, assign to Client, for no further consideration, all rights, title and interest in and to the Content and all associated records, together with any and all copyrights, Moral Rights (as defined below), trademark rights, trade secret rights and any other form of intellectual property or proprietary rights applicable to such Content and recognized in any jurisdiction, including applications and registrations for any of the foregoing (“Intellectual Property Rights”) embodied in or related to such Content. To the extent any of the rights, title and interest in and to the Content cannot be assigned or are not assigned by Vendor to Client, or are not owned by Client on or after the Effective Date, then Vendor hereby grants Client, for no further consideration, an exclusive (except with respect to Vendor, as set forth below), unrestricted, royalty-free, worldwide, perpetual, irrevocable license (with the right to grant sublicenses) to copy, modify, prepare derivative works, perform, display, disclose, and otherwise exploit the Content. Further, to the extent any of the rights, title and interest in and to the Content cannot be or are not licensed by Vendor to Client (whether on or after the Effective Date), Vendor irrevocably waives, and agrees not to assert against Client (including any successor in interest), its affiliates, and its and their respective officers, directors, employees, agents, suppliers, vendors, customers, and (sub)licensees, to the fullest extent permissible pursuant to applicable laws, such non-licensable rights, title and interest (including Moral Rights). For the purpose of this Agreement, “Moral Rights” means any right to claim authorship to or to object to any distortion, mutilation or other modification or other derogatory action in relation to a work, whether or not such action would be prejudicial to the author’s reputation, and any similar right, existing under common or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
License and Release. Client grants to Vendor a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display (a) the Content and (b) any name, username or likeness provided in connection with the Content in all media formats and channels now known or later developed without compensation to Client, each of (a) and (b) solely in accordance with Client’s instructions, if any. If Client’s name, voice, image, persona, likeness, or performance is included in any Content, Client hereby waives and releases Vendor from any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Content in accordance with the license in this Agreement.
8. General Provisions.
Meals. If Vendor is required to attend the Event to perform the Services, Client will provide a meal for Vendor and each of its Staff and, if applicable, Subcontractors.
Insurance. Vendor has or will obtain prior to performing the Services all legally required and industry standard insurance related to its provision of the Services.
Entire Agreement. This Agreement, including all exhibits to this Agreement, all of which are incorporated herein by reference, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
Independent Contractors. Vendor is and will remain solely and exclusively an independent contractor of Client. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties, and in no event will either party be, claim to be, or be deemed to be, an employee, agent or partner of the other party by reason of or with respect to this Agreement or any Services. Vendor acknowledges that, as an independent contractor, Vendor is not eligible to participate in any benefits program or employee welfare benefit plan Client offers its employees (if any). Vendor will comply with all laws, including all laws governing payment of income taxes, self-employment taxes and service taxes, and all other federal, state, local and foreign taxes of any nature imposed with respect to Vendor’s obligations under this Agreement.
Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in San Francisco, California will be the jurisdiction in which any suits must be filed if they relate to this Agreement. If a party initiates any proceeding regarding this Agreement, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of this Agreement.
Assignment and Limitations. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by either party without the prior written consent of the other party; provided, however, that Client may assign this Agreement (a) to an affiliate or (b) as part of a merger, consolidation, corporate reorganization, sale of all or substantially all assets, sale of stock, change of name, or like event. Any purported assignment, transfer, delegation, sale, or other disposition, except as expressly permitted herein, is void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver, and signed and delivered by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
Notices. Any notice or communication required or permitted to be given hereunder must be in writing signed or authorized by the party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as identified on this Agreement or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered.
Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Counterparts. This Agreement may be executed by the parties by exchange of signature pages by mail, facsimile, email or other electronic means (if email or electronically, signatures in Adobe PDF, via electronic signature or similar format), in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument.
Photographer Schedule
If the Services include photography, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Photo Package purchased by Client.
2. Equipment: If any equipment owned by Vendor is damaged due to a guest of the Event, then Client is responsible for reimbursement.
3. Content Sharing: Vendor will share all digital files of the Content created by Vendor, free of logos or insignias of any kind, with Client. Client will, if publicly performing or displaying the Content, provide commercially reasonable attribution to Vendor in a form and format agreed to between Client and Vendor.
Videographer Schedule
If the Services include videography, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Video/Film Package purchased by Client
2. Equipment: if any equipment owned by Vendor is damaged due to a guest of the Event, Client is responsible for reimbursement.
3. Content Sharing: Vendor will share all digital files of Content created by Vendor, free of logos or insignias of any kind, with Client. Client will, if publicly performing or displaying the Content, provide commercially reasonable attribution to Vendor in a form and format agreed to between Client and Vendor.
PLANNER/ COORDINATOR/DESIGNER SCHEDULE
If the Services involve Event planning, coordinating, or designing, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Plan Package purchased by Client.
2. Rentals: any equipment/decor rented come with the understanding that all items will be returned in the same condition they were loaned. A replacement fee will be charged for any lost or damaged items.
3. Venue Access: Vendor will attend at least one (1) venue walk-through to assess needs and conditions. On the day of the Event, Vendor must have access to the Event venue no later than two (2) hours in advance of the start time for the Event, and one (1) hour after the end time of the Event for cleanup.
CATERER SCHEDULE
If the Services involve catering, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Cater/Chef Package purchased by Client.
2. Rentals: any equipment rented come with the understanding that all items will be returned in the same condition they were loaned. A replacement fee will be charged for any lost or damaged items.
3. Set-Up: Vendor will be responsible for all set-up and take-down of service area.
4. Menu to Be Served: Client must have agreed to a decided menu no later than two (2) weeks prior to the Event date. Vendor reserves the right to make small changes to the menu if key ingredients are unable to be sourced due to reasons beyond its control, unless the change would violate Client’s dietary restrictions, allergies, or ingredient preferences communicated in writing to Vendor.
5. Venue Access: Vendor will attend one (1) venue walk-through to assess needs and conditions. On day of, Vendor must have access to the Event venue no later than two (2) hours in advance of the start time for the Event, and one (1) hour after the end time of the Event for cleanup. Client may be required, at its expense, to arrange access.
FLORAL DESIGNER SCHEDULE
If the Services involve floral design or provision of flowers, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Floral Package purchased by Client.
2. Rentals: Any equipment or vases rented come with the understanding that all items will be returned in the same condition they were loaned. A replacement fee will be charged for any lost or damaged items.
3. Substitutions: Client agrees to communicate any color and/or flower variety preferences. Vendor will advise Client on seasonality of specific flower varieties; however, substitutions may need to be made based on availability issues or other unforeseen or uncontrollable circumstances. By signing the Agreement, Client authorizes floral substitutions within a specific color palette. Necessary substitutions will be at Vendor’s discretion.
4. Set-Up: Vendor will be responsible for all set-up and take-down of products.
DISC JOCKEY SCHEDULE
If the Services involve disc jockeying, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Mix Package purchased by Client.
2. Venue Access: Vendor must have access to the Event venue no later than one (1) hour in advance of the start time for the Event, and one (1) hour after the end time for the Event for cleanup. Client may be required, at its expense, to arrange access.
3. Set-Up: Vendor will be responsible for all set-up and take-down of the Service area. A 6ft table and drape must be provided by Client.
MUSICAL SOLOIST/ENSEMBLE/BAND SCHEDULE
If the Services involve a musical soloist, ensemble, or band, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Soloist/Ensemble/Band Package purchased by Client.
2. Venue Access: Vendor must have access to the Event venue no later than one (1) hour in advance of the start time for the Event, and one (1) hour after the end time for the Event for cleanup. Client may be required, at its expense, to arrange access.
3. Set-Up: Vendor will be responsible for all set-up and take-down of the Service area.
PAPERY/INVITATION DESIGNER SCHEDULE
If the Services involve papery or invitation design, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Paper/Stamp/Press Package purchased by Client.
2. Changes: All changes and additions, such as invitation count and design changes, must be made three (3) months prior to the Event date. This does not apply to programs, special arrangements, or any other last-minute items.
3. Copyright: Notwithstanding anything to the contrary in the Agreement, Vendor owns, and retains all Intellectual Property Rights in, all designs and stationery. All rights are reserved. Any unauthorised reproduction of the selected Vendor’s designs or stationery is strictly prohibited.
4. Client Provides: All text that Client would like to feature on its items of stationery must be supplied to Vendor in Word, Excel or Email format (this includes guest names). Vendor is unable to produce Client’s order if Client does not supply the information as and when requested. If Client fails to supply the required information to produce the order, Vendor cannot be held liable for being unable to complete the order.
5. Proofs: It is Client’s responsibility to check that proofs, text details and spelling of names are correct before printing. Written confirmation is required either by signed physical sample return or e-mail stating that the proof(s) are correct and/or that the requested amendments have been made. Client’s order will not be printed until Client has confirmed that it can proceed to final print. All confirmations will be dated and filed.
CALLIGRAPHER SCHEDULE
If the Services involve calligraphy, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Script Package purchased by Client.
2. Changes: All changes and additions, such as invitation count and design changes must be made three (3) months prior to the wedding/event date. This does not apply to programs, special arrangements, or any other last minute item.
3. Copyright: Notwithstanding anything to the contrary in the Agreement, Vendor owns, and retains all Intellectual Property Rights in, all designs and stationery. All rights are reserved. Any unauthorized reproduction of the selected Vendor’s designs or stationery is strictly prohibited.
4. Review: Custom work must be reviewed within 48 hours of delivery. If within 48 hours of delivery, Vendor may consider reasonable requests for revision at its discretion.
5. Proofs: It is Client’s responsibility to check that proofs, text details and spelling of names are correct before printing/handwriting. Written confirmation is required either by signed physical sample return or e-mail stating that the proof(s) are correct and/or that the requested amendments have been made. Client’s order will not be printed until Client has confirmed that it can proceed to final print. All confirmations will be dated and filed.
6. Error & Omissions: From time to time there may be information on Vendor’s website or in Vendor’s catalog that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. Vendor reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after order submission).
7. Refunds & Returns: Vendor does not offer refunds on any orders. With hand lettering, it is common for there to be variances in the spacing, size and style of letters. Calligraphy is an art and no two handwritten pieces can be identical. Although Vendor does not offer refunds, it will redo any reasonable discrepancies.
BEAUTY/HAIR & MAKEUP ARTISTS SCHEDULE
If the Services involve hair and/or makeup preparation, the following terms apply:
Contract: Vendor will complete and fulfill all contracted duties of the Beauty Package purchased by Client.
BAR SERVICES SCHEDULE
If the Services involve bartending, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Bar Package purchased by Client.
2. Set-Up: Vendor will be responsible for all set-up and take-down of service area.
3. Refusal to Serve: Vendor will use his/her discretion to cease serving patrons who are visibly intoxicated, behaving inappropriately, or who may pose a risk to themselves or others.
4. Venue Access: Vendor must have access to the Event venue no later than two (2) hours in advance of the start time for the Event, and one (1) hour after the end time for the Event for cleanup. Client may be required, at its expense, to arrange access.
CAKE MAKER SCHEDULE
If the Services involve cake making, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Cake/Bake Package purchased by Client.
2. Deposit: Client acknowledges the deposit is nonrefundable and will be forfeited in the event the Event is canceled or Client no longer requires Vendor’s Services.
3. Rentals: Any equipment rented come with the understanding that all items will be returned in the same condition they were loaned. A replacement fee will be charged for any lost or damaged items.
4. Set-Up: Vendor will be responsible for all delivery, set-up and take-down of the cake and items relating to the cake.
5. Cake to Be Served: Client must agree to a flavor and design no later than one (1) month prior to the Event date. Vendor reserves the right to make small changes to the menu if key ingredients are unable to be sourced due to reasons beyond its control, unless the change would violate Client’s dietary restrictions, allergies, or ingredient preferences communicated in writing to Vendor.
DESSERT CREATOR SCHEDULE
If the Services involve dessert creation, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Sweet Package purchased by Client.
2. Deposit: Client acknowledges the deposit is nonrefundable and will be forfeited in the event the Event is canceled or Client no longer requires Vendor’s Services.
3. Rentals: Any equipment rented comes with the understanding that all items will be returned in the same condition they were loaned. A replacement fee will be charged for any lost or damaged items.
4. Set-Up: Vendor will be responsible for all delivery, set-up and take-down of the dessert(s) and items relating to the dessert(s).
5. Dessert Menu to Be Served: Client must agree to a flavor and design no later than one (1) month prior to the Event date. Vendor reserves the right to make small changes to the menu if key ingredients are unable to be sourced due to reasons beyond its control, unless the change would violate Client’s dietary restrictions, allergies, or ingredient preferences communicated in writing to Vendor.
OFFICIANT SCHEDULE
If the Services involve officiating, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Wed Package purchased by Client.
2. Support: If applicable in the purchased package, Vendor will provide support and guidance during the planning stages of the wedding ceremony and through the final vows of the wedding ceremony itself.
3. Perform: Vendor will perform the ceremony in a respectful and professional manner in accordance with the ceremony planned by the couple.
4. Sign: Vendor will sign the wedding license after the ceremony. If applicable to in the purchased package, Vendor will also mail it back to the county within nine (9) days after the wedding, unless the couple is already married and does not need a license signed.
PHOTO BOOTH SCHEDULE
If the Services involve photo booth provision, the following terms apply:
1. Contract: Vendor will complete and fulfill all contracted duties of the Booth Package purchased by Client.
2. Rentals: Any equipment/decor rented come with the understanding that all items will be returned in the same condition they were loaned. A replacement fee will be charged for any lost or damaged items.
3. Venue Access: Vendor will attend at least one (1) venue walk-through to assess needs and conditions. On day of, Vendor must have access to the Event venue no later than two (2) hours in advance of the Event start time, and one (1) hour after the Event end time for cleanup.
4. Needs: Client will arrange for an appropriate space and access for the photo booth at the Event venue along with a 6 ft table for scrapbook assembly (if contracted). The photo booth requires 8 x 8 total space. If the photo booth is placed outdoors, Client will provide overhead shelter for the photo booth and sufficient protection from the elements. Client is responsible for providing power for the photo booth (110V, 15 amps, 3 prong standard outlet) within 15 feet from the designated area.
5. Operations: Vendor reserves the right, in good faith, to cease the operation should the weather pose a potential danger to its personnel, the equipment, or guests, without affecting Vendor’s compensation.