Last Updated: August 16th, 2017
THIS CONSULTING AGREEMENT (the "Agreement")
You the Reader
Tailored Fundraising Solutions LLC ("Tailored")
PO Box 148935
Nashville, TN 37214
- The Client is of the opinion that Tailored has the necessary qualifications, experience and abilities to provide services to the Client.
- Tailored is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Tailored (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
- The Client hereby agrees to engage Tailored to provide the Client with services (the "Services") consisting of the Coaching Arrangement described in this agreement.
- The Services will also include any other tasks which the Parties both may agree on. Tailored hereby agrees to provide such Services to the Client.
- The Nature of the Tailored Relationship: the Client/team relationship is a partnership between the Coach and the Client. In no way is the coach the authority in the Client’s life. The Coach will provide a supportive environment by equipping the Client with tools and a process that will allow him or her to effectively engage potential partners into involvement with his or her ministry. Our goal is to maximize the client’s strengths and minimize the impact of weaknesses as they engage their network. The Client is responsible for decisions made and actions taken as a result of the coaching sessions. After each call, the Coach will send a summary of the session along with agreed upon action steps. The focus of the coaching could include any of the following: communication skills (verbal and written), financial goals and outcomes, strategic fundraising plan, development of a core message, on-going communication plan with current and future potential partners, enlisting advocates on behalf of the work, presenting to groups and committees, belief systems around giving and partnership development based on biblical precepts, managing the relationships in your network, personal invitation to partnership that allows them to respond honestly and generously, and self-management and self leadership.
- If there are emotional barriers that require professional help, the coach will ask the Client to address those items with a licensed therapist and possibly discontinue with the Client until professional therapy is completed, if the barriers prevent a client from fundraising altogether.
- Appointments: the Client agrees to meet consistently with the Tailored team via Zoom or some other virtual meeting space for between one to two hours per session and continue on a monthly basis as needed. The Coach and Client will collaborate using documents saved in a personal folder on google drive, therefore it is requested that the client be able to access these for their sessions.
- Missed or Rescheduled Appointments: if the Client cancels an appointment with less than 24 hours notice, it may not be rescheduled and is considered a billable coaching session. If a Client cancels with more than a 24 hour notice the Coach and Client will work to make arrangements to reschedule that session.
If the Coach needs to change the appointment, it will always be rescheduled. This is a rare occurrence and due to uncontrollable circumstances. The Coach will do their best to contact the Client within 48 hours of the missed appointment to reschedule. If the Coach schedules a vacation, the Client will always be offered the opportunity to reschedule.
Appointments May Be Recorded: it will only be used for training purposes. The Client will be advised before this takes place. The Client may refuse to have the session recorded.
Client Satisfaction and Communication: if for any reason the Client is not satisfied in any way, please bring this up immediately to the Coach. With any assignments given, the Client has the right to accept, reject or counter offer an assignment. our goal is an effective and satisfying coaching experience.
Referrals: If at any time the Coach observes stagnation in the coaching relationship, the Coach will address this with the Client and together they will decide whether to continue the relationship. If they decide to discontinue, the Coach and Client will work together to find a suitable solution that could possibly involve a referral to another Tailored Coach.
Term of Agreement
- The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of both Parties.
In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
- For the services rendered by Tailored as required by this Agreement, the Client will provide compensation (the "Compensation") to Tailored at a rate of $600 per month unless otherwise agreed to by written notice to both parties.
- Invoices submitted by Tailored to the Client are Due Upon Receipt unless otherwise agreed to by written notice to both parties.
- All invoices paid after thirty (30) days are considered late.
- The Client will be invoiced upon initiation of agreement. Work will begin upon receipt of payment.
- Client will be billed monthly thereafter. Payments are non-refundable.
- The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Reimbursement of Expenses
Tailored will be reimbursed from time to time for reasonable and necessary expenses incurred by Tailored in connection with providing the Services under this Agreement.
- Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and Client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- Tailored agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Tailored has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
- All written and oral information and material disclosed or provided by the Client to Tailored under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to Tailored.
Ownership of Intellectual Property
- All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
- Tailored may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. Tailored will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
- Client’s ownership of intellectual property does not include Preliminary Works. Preliminary Works means all copywriting, concepts, methods, design and code including, but not limited to, models of fundraising and partnership, strategy formation outlines, definitions introduced by Tailored of partnership and various players in partnership, training techniques, training and coaching manuals, communication interview scripts, communication outlines, fundraising planning worksheets, fundraising management tools and systems, coaching outlines, coaching processes, and any/all concepts, sketches, wireframes, visual presentations, artwork, illustration, interface design, branding, interaction techniques, plugins, functions, code snippets, features or other alternate or preliminary writing, designs, code or documents developed by Tailored and which may or may not be shown and or delivered to the Client for consideration but do not form part of the work. Tailored retains all rights in and to all Preliminary Works. The Client shall return all Preliminary Works to Tailored within thirty (30) days of completion of the services.
Return of Property
Upon the expiry or termination of this Agreement, Tailored will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
In providing the Services under this Agreement it is expressly agreed that Tailored is acting as an independent contractor and not as an employee. Tailored and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for Tailored during the Term. Tailored is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to Tailored under this Agreement.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
- To the Client by Email
- Tailored Fundraising Solutions LLC
PO Box 148935, Nashville, Tennessee, 37214
or to such other address as any Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, contractors, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Limitation of Liability
The services and the work product of Tailored are sold ”as is.” In all circumstances, the maximum liability of Tailored, its subsidiaries, affiliates and their directors, officers, employees, development agents, agents, successors, affiliates, contractors, and assigns, to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in Contract, tort or otherwise, shall be limited to the net profit of Tailored. In no event shall Tailored be liable for any lost funding, lost data, lost content, lost profits, business interruption, funding interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Tailored, even if Tailored has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Modification of Agreement
Tailored reserves the right to change or update this agreement, or any other of our policies or practices, at any time, and will notify clients by posting such changed or updated terms on this page. Any changes or updates will be effective immediately upon posting to tailoredfundraising.com. Your continued use of and payment for the Services constitutes your agreement to abide by the terms as changed. Under certain circumstances, we may also elect to notify you of changes or updates to our terms by additional means, such as by sending you an email.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- Tailored will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- The Client will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of Tailored.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles and Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Tennessee, without regard to the jurisdiction in which any action or special proceeding may be instituted.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duly agreed to these terms in governance of the mutual relationship. By accepting any meeting for Phase 1 or paying any invoice the Client is agreeing to these terms.