SERVICES AGREEMENT Between Christian Reed, dba BethanyEast PR And Kwende Reid, Author/ArtistEffective January 25, 2011 (“Effective Date”) this Agreement for Promotional Services isentered in by Christian Reed, hereto referred to as “Independent Contractor” andKwende Reid, hereto referred to as “Contractor”.Agreement Beginning and End Dates: January 25, 2011 to June 25, 2011 1. Engagements and Approvals. Independent Contractor shall take reasonable steps to safeguard the deliverable and their contents against any unauthorized disclosure. a. Independent Contractor shall, from time to time throughout the duration of this Agreement act in the interest of the Contractor, in that design, content, and most creative direction will be instituted by the Independent Contractor, nevertheless, right to omission and inclusion resides, communally with both parties. 2. Scope of Services a. The parties shall enter this agreement with the common goal of presenting, promoting, and organizing the launch of the literary works of the Contractor. The publication will contain the following specifics: i. Promote via organized leaked material and snippet videos to free social media sites and blog radio stations ii. Gain international news/media coverage within hip hop realm iii. Book performance and reading dates across state lines, as well as Michigan iv. Create boundary crossing marketing scheme v. Produce 23-minute infomercial spot for late night urban television rotation *Further contract specifics have been listed in the Addendum section of this Agreement. 3. Payment Terms. Independent Contractor shall be paid on a not-to-exceed basis, the following shall apply: a. Independent Contract is responsible or timely completion of all required performance even if the actual time charges and expense reasonably required to complete the assigned exceed the not-to-exceed amounts approved by the Contractor. If the amount of actual time charges and expenses reasonably incurred by Independent Contractor to complete the engagement are less than such amounts, the Contractor is not entitled to receiving any amount of the unused payments. Project work
awarded as a not-to-exceed payment arrangement shall not be construed as a fixed-price contract; andb. Not-to-exceed amounts are subject to adjustments, but only as separated tasks are added after the signing of this Agreement. In any case, separate Purchase Orders shall be instituted to maintain record of additional costs and deliverables.c. Contractor agrees to pay a one-time services deposit of four hundred ($400.00) upon signature, to initiate scope, launch web platforms and solidify sub-contractor agreements.d. Contractor agrees to pay a not-to-exceed, monthly billable fee of one thousand ($1000.00) invoiced by the Independent Contractor according to the Scope of Services described previously in this Agreement. Separate projects can be requested by the Contractor in the form of Purchase Orders. i. For project work awarded on a time and material basis, Contractor is responsible for actual time and expense reasonably incurred by Independent Contractor, subject to the terms and conditions of this Agreement, to properly perform its obligation as required by the applicable Purchase Order. ii. For project work awarded on a fixed-price basis, the applicable Purchase Order shall include the agreed upon schedule of payments.e. Independent Contract has no authority to implement any changes to any Purchase Order approved and accepted by Contractor without approval. Minor changes pertaining to assigned work requested by Contractor during the engagement shall be deemed to be within the intended scope of work. Such changes shall be implemented by Independent Contractor and remain subject to the applicable not-to-exceed or fixed-price amounts.f. Travel and Travel-Related Expenses: If Contractor has given prior written approval in the Purchase Order for travel and travel-related expenses, this Section shall apply: i. All billable travel and travel-related expenses incurred by Independent Contractor shall be limited to Contractor site or travel to another site at Contractor’s specific request for proper performance in accordance with the applicable purchase order. Independent Contractor shall not bill for: 1} first class air fares or other rates higher than commonly available coach rates; 2) Room service or other personal convenience hotel service of a similar nature; 3) Deluxe accommodations or other lodging at higher rates than that commonly available for normal business travel in the area Independent Contractor shall stay for Contractor’s convenience; 4) any travel or travel-related expenses described above.
ii. Car mileage in excess of fifty (50) miles round trip shall be paid at the then-applicable IRS allowable deductible rate per mile traveled. iii. All out-of-pocket expenses, including travel and travel-related expenses shall be itemized and documented by receipts as required herein.4. Invoices: the following shall apply: a. Independent Contractor shall invoice monthly. Each monthly invoice most be for the just-completed calendar month and submitted no later than the twentieth (20th) calendar day of the next month. All invoices shall be itemized and indicate the hours and hourly rate for each assignment participant, with subtotals by assignment and other wise as specified by Contractor. Independent Contractor shall provide Contractor with separate month statements for each Purchase Order. All invoices shall be submitted with the Purchase Order as assigned by Contractor, payment for an invoice submitted by Independent Contractor is due within fifteen (15) days after Contracts receipt of the invoice. If requested Independent Contractor will provide detailed information on fees and expenses sufficient to answer any concerns or questions pertaining to its payment obligation. Contractor agrees to not make unreasonable request for additional information. Such additional information shall be supplied within seven (7) business days. Contractor shall not delay payment for invoice items not in dispute. Payment on question items may be delayed until after receipt of such information and resolution of any concerns or questions and shall not be considered a default in Contractor’s payment obligations under this Agreement. b. Independent Contractor’s contract performance is condition on Contractor substantially performing assigned responsibilities and substantially providing resources set forth in the approved proposal documents and forms.5. Termination a. Independent Contractor may, for its sole convenience, cancel this Agreement or a Purchase Order in whole or in part, immediately by giving Contractor written notice of its intention to do so. If Independent Contractor terminates this Agreement and does not expressly terminate a Purchase Order, such Purchase Order shall remain in full effect and force, and this Agreement shall survive with respect to such Purchase Order, until its expiration. In the event of cancellation, Independent Contractor shall be entitled to recover for all Services performed prior to the later of the date of notice or the date specified in the notice upon which cancellation becomes effective (“Cancellation Date”), together with any expenses incurred by Independent Contractor, pursuant to this Agreement, prior to the Cancellation Date. No amount shall be billed for anticipated profit or unperformed services.
6. Professional Standards a. Work under this Agreement shall be performed with the degree of skill and care that is required by current, good, and sound professional judgment procedures and practices, and in conformance with generally accepted professional standards prevailing at the time the work is performed. If Independent Contractor fails to meet applicable professional standards, Independent Contractor shall, without compensation, correct or revise errors or deficiencies in its Deliverables so that such Deliverables meet the applicable professional standards.7. Original Works a. Independent Contractor agrees that all original materials and Deliverables developed (whether alone or jointed with others) for Contractor under this Agreement are works made for hire under the United States Copyright Laws and are the sole and exclusive property of Contractor. In the event that a court of competent jurisdiction determines that any Deliverables are not “works made for hire” under the United States Copyright Laws, this Agreement shall operate as an irrevocable assignment by Independent Contract and all its employees and agents to Contractor of all rights related to the copyrights in the Deliverables.8. Independent Contractor Status a. Independent Contractor is an independent contractor, and, as such, shall assume responsibility for its own employees and make reports and deductions for social security and withholding taxes and for contributions for unemployment compensation funds as required by applicable law. b. Independent Contractor retains the sole and exclusive right to control and direct the manner and means by which its work is to be performed. Contractor retains only the right to control the ends and objectives of the work.9. Personnel Specifications a. Responsibility for Actions of Subcontractors. Independent Contractor shall maintain authority to select and maintain direction over its subcontractors and retains full responsibility for all its subcontractors, work, acts, omissions, or negligence.10. Notice. The parties shall deliver any notice by U.S. first class mail, email (PDF format), or fax transmission addressed to: a. If to Contractor: Kwende Reid, ___________________________ b. If to Independent Contractor: Attn: Christian Reed, firstname.lastname@example.org
11. Signatures a. The above Agreement is agreed to by both parties as witnessed by their respective signatures below.Independent Contractor ContractorSignature SignatureName NameTitle TitleDate Date
ADDENDUM Project Scope TASKS DEADLINE STATUS Branding1 Curriculum Vitae/Bio 1.1 single page "sales" pdf stating light information on the author/artist and the goals of their work2 Image and Presentation - Mini shoot 2.1` Headshots for cross-demographic presentation **no cost with proposed vendor3 lordz - blog series 3.1 blog created to introduce fans to the characters of the story before it is released, this series of short stories would be released strategically in snippets (250 words) on Facebook as well as in length (700 words) on a WordPress blog page **no cost with proposed vendor Introduction to Public4 Social Media 4.1 Youtube (w/ Vimeo mirror channel) *no cost/low maintenance 4.2 Bandcamp (audio/mixtape release site) *profit building/no cost 4.3 Amazon CreateSpace (Portal to sell self-published books without pre-ordering large amounts of inventory) *profit building 4.4 Twitter - It is NOT recommended that a personal twitter account be created for Kwende, however a managed LITERARY TITLE be created as well as specialized searchable tags be used and repeated frequently to draw attention of viewers and potential consumers5 Blog Talk Radio 5.5 Shopping /creating an interview tour on blog and xm radio stations nationwide via the prnewswire memberships that I hold **no cost6 Infomercial Shoot **at cost, budget forthcoming 6.1 Music video splice (below) 6.2 Small in-studio interview - transitioning between writing song and prose 6.3 Ideas for this arent set, whether this infomercial is to be shot in a format of an interview or a series of 30-second commercials
6.4 Create shoot timeline, organize crew (set location, purpose and artistic direction would be responsibility of contractor) 6.5 Locate urban stations for spot placement, pricing, submission timelines7 Product Packaging/Placement **at cost, budget forthcoming 7.1 Create a request for various graphic designers to submit proposed directions for cover work to resemble. I have supplied a direction that I find fitting for the proposed (Attachment 1) demographic and the direction in which the Rook brand is taking. 7.2 Print and sale information - paper type, barcode, sale locations, cost, payment type *at cost 7.3 Promote to small bookstore collectives and fairs8 Music Video/PR Reel **discounted w/ recommended vendor 8.1 Although full videos should be shot, it is not imperative for the immediate launch to have them, a PR reel, (mini documentary/day in the life, or small 3-4 minute teaser would be more lucrative) 8.2 What type of "celebrity" does the client wish to achieve? Do you want to be recognized as a rapper who wrote a book? A business man and author who can rap? A Detroit excon with a cd and a novel out?9 Launch Event – Event hosted in Detroit (area) venue to a specially invited audience of press, media, sponsors, friends and fans *budget/expense to be set by contracting party 9.1 Dates not yet specified 9.2 Release web-format book to e-commerce sites 9.3 Host album listening party, feature marketing from novel & album BethanyEast PR Services10 Researched opportunity 10.1 Constant submittal of PR Reel and Press Kit to media outlets, talk shows and news portals for features11 Project Management/Procurement 11.1 Use of BethanyEast aligned subcontractors can be scheduled for extremely discounted rates 11.2 An organized calendar of events and markers will be created and shared