terms & conditions


This Services Agreement ("Agreement") is entered into on _______ __, ____ by and between Harmon Social Media Solutions LLC (“Harmon”) or its successor in interest or assignee, and ______________________________________ (the “Client”).


  1. Authorization. The Client hereby engages Harmon Social Media Solutions LLC, located in Harrison, Ohio, as an independent contractor for online marketing and social media services. The Client hereby authorizes Harmon Social Media Solutions LLC to promote the Client’s business online in Google+ Local, Facebook, Twitter, and other social media outlets. The Client represents and warrants to Harmon Social Media Solutions LLC that Client owns or has license to use in the manner contemplated by this Agreement all copyrights, trademarks, trade dress, service marks, brand names or other intellectual or artistic property associated with the Content.


  1. Payment and Expenses.
  2. Client shall pay Harmon Social Media Solutions LLC an initial sum of: $_____.The Client will thereafter be billed $_____ per month.
  3. Client agrees to reimburse Harmon Social Media Solutions LLC for any expenses reasonably necessary in completion of the Work (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone).
  4. The Client shall be responsible for all maintenance fees and monthly fees. Monthly fees include the appropriate amount of time necessary to manage Content updates on a regular, consistent basis and includes up to 2 hours discussion time (phone, online or e-mail) per month. Additional research requested, client consultation, or client meetings will be billed on a monthly basis at $30 per hour in addition to the payments required by this Section 2. These fees will be added as necessary to the monthly bill. Payments are due no later than 15 days after receipt of invoice. Harmon reserves the right to impose a service charge of 1% per month for late payments.


  1. Grant of Rights. Upon receipt of full payment, Harmon Social Media Solutions LLC grants to the Client rights of ownership in the finished Work (the Content on site in published form) and all additional materials paid for by Client.


  1. Reservation of Rights. All rights not expressly granted hereunder are reserved to Harmon Social Media Solutions LLC including but not limited to all rights in creative advertising copy, ideas and suggestions for contests, keywords and other items used to stimulate interest in Client’s business or the Content. If such ideas are presented, and not implemented (or not paid for) by Client then they shall be the exclusive confidential property of Harmon Social Media Solutions LLC.


  1. Relationship of the Parties.
    1. It is the intent of the parties that Harmon has been retained in the capacity of an independent contractor only. Neither Harmon nor the Client considers Harmon to be an employee of the Client for any purpose.


  1. The manner and means of performing the services are subject to Harmon’s sole control.
  2. Harmon will be responsible for all federal, state, and local taxes, including estimated taxes and social security, unemployment and worker’s compensation reporting for Harmon or any employees or agents of Harmon. Nothing in this Agreement will be construed as changing the independent contractor status of Harmon.
  3. Harmon is not an employee for any purpose, including but not limited to Federal and State taxation, and Harmon is not entitled to any of the benefits that the Client may provide to its employees. Harmon does not have the right to bind the Client to transact any business or to make any promise or representation on behalf of the Client.
  4. Harmon hereby acknowledges that Harmon is not entitled to worker’s compensation benefits, unemployment compensation benefits, or any other benefits or protections from the Client that may otherwise accrue from an employer-employee relationship.
  5. If applicable, the Client will provide Harmon a 1099 Tax Form or any other appropriate tax form at the end of each tax year. Harmon acknowledges the need to and is responsible for reporting income received and payment of all related taxes. No W-2 form will be received by Harmon from the Client. Further, the Client will not have any taxes withheld from any checks issued to Harmon.
  6. Harmon agrees to provide the Client, within 30 days of the execution of this Agreement, a W-9 form or any other necessary tax form upon request of the Client.


  1. Confidentiality & Trade Secrets.
  2. The parties acknowledge that they may develop and be exposed to information that is or will be confidential and proprietary to the parties. This includes, without limitation, client/customer lists, names of confidential customers and contacts, client/customer-specific financial information, sales methods, prospecting methods, business plans, appointment books, referral sources, research data and information, marketing plans and techniques, pricing data, product and service plans, financial statements and methods and practices, software tools, records, medical information, contracts, trade secrets, and other tangible and intangible information.
  3. The parties agree never to use or disclose, directly or indirectly, any of either party’s confidential information, trade secrets or other proprietary information, except as may be required in the course of the performance of services under this Agreement, without first obtaining the prior written consent of the other party.
  4. All confidential information, trade secrets or other proprietary information relating to the business of either party, whether prepared by the parties or the parties’ agents or otherwise coming into the parties’ possession, shall remain the exclusive property of each respective party. Furthermore, upon termination of Harmon’s services under this Agreement, neither party will, directly or indirectly, communicate, disclose, divulge, or use for the benefit of either party or any other person, entity, firm, association, or corporation, any of either party’s trade secrets, confidential information, or other proprietary information.


  1. Upon termination of this Agreement, each party will immediately return all of the other party’s property, of any kind, including, without limitation, all originals and copies of data or documents containing any trade secrets, confidential information, or other proprietary information that is recorded or stored in any written, electronic or other machine readable media format.


  1. Intellectual Property; Work for Hire.
  1. All inventions, works of authorship, or other intellectual property, including, but not limited to, all writings, artwork, graphics, ideas, market research, strategies, source code, documentation and work product conceived, developed, used, created or reduced to practice by Harmon alone or with others, arising out of or in any way related to services provided to the Client under this Agreement (“Work Product”) will be the sole and complete property of Harmon.
  2. If, for any reason, any Work Product does not qualify as work made for hire, the Client will assign and does hereby assign to Harmon all such Work Product (including, but not limited to, all patent rights, copyrights, and rights of authorship therein), free and clear of any liens, claims, or encumbrances.
  3. The Client will assist (at no personal financial expense) Harmon in every necessary way to obtain or enforce any patents, copyrights, or any proprietary rights relating to the Work Product and to execute all documents necessary to give Harmon full legal ownership to such Work Product, and the Client agrees to continue this assistance after the termination of the Agreement.


  1. Assignment of Work. Harmon Social Media Solutions LLC reserves the right to assign the Work to other designers or subcontractors from time to time in its sole discretion to ensure quality and on-time completion of services. Harmon Social Media Solutions LLC will make every effort to meet agreed upon due dates, provided, however, the Client’s failure to submit required information or materials may cause delays in site updates and/or advertising campaigns. All passwords will be kept confidential by Harmon Social Media Solutions LLC. Client agrees to provide passwords of pertinent accounts to Harmon Social Media Solutions LLC under agreement of confidentiality.


  1. Release and Indemnity. The Client hereby releases, indemnifies and holds harmless Harmon Social Media Solutions LLC against any and all claims, damages, liabilities, complaints, promises (express or implied), lost profits, breach of contract, tort, or violation of copyright, trademark, trade dress, service mark, brand names or other rights to intellectual or artistic property associated with the Content, this Agreement or the parties’ relationship.


  1. Standard Web Site Monthly Services. The Client agrees to supply direction and topics for content posts. It is understood, however, that Harmon Social Media Solutions LLC will take responsibility to write a content update to occur at regular intervals, whether or not any direction is provided by the Client. The work includes updates to web page(s) and social media business pages.


  1. Termination. Either party may terminate this Agreement by providing the other party with 30 days written notice. In the event of termination, Harmon Social Media Solutions LLC shall have the right to bill pro rata for Work completed through the date of written notice of termination.


  1. Arbitration. Any disputes arising out of or relating to this Agreement, the content or the relationship between or among the Parties, shall be submitted to binding arbitration pursuant to the CPR Rules for Non-Administered Arbitration. The Arbitrator’s award shall be final and binding, and judgment may be entered thereon in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney fees and legal interest on any award or judgment in favor of Harmon Social Media Solutions LLC.


  1. Savings Clause. If any provision hereof is declared void or unenforceable by any court or other authority of competent jurisdiction, all other provisions or portions of provisions hereof will remain in full force and effect. This Agreement is deemed to be drafted by both parties.
  2. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of Ohio without reference to its principles of conflicts of law and the parties hereby irrevocably submit to jurisdiction in Ohio and venue in Hamilton County, Ohio.


  1. Waiver. The waiver by either party of the breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach. Any waiver must be in writing and sent by registered mail, postage prepaid in order to be effective.


  1. Entire Agreement. This Agreement will be deemed to have been created by both parties and will not be interpreted against or in favor of one party. This Agreement is the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement, and it may be amended only by means of a written instrument signed by both parties. This Agreement will be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. This Agreement may not be assigned by the Independent Contractor, but may be assigned by Flourish.