Client Agreement | Fat Bird Marketing

GENERAL SERVICES AGREEMENT

FAT BIRD MARKETING, LLC

1. Scope of Services

Fat Bird Marketing provides a range of creative and strategic marketing services, which may include but are not limited to:

Fractional Marketing Services (ongoing marketing strategy and execution)
Branding & Design (logos, brand identity, visual assets)
Website Development & Maintenance
Social Media Strategy & Management
Marketing Consulting & Strategy
Content Creation & Copywriting
Advertising Campaigns & Paid Media Management
Public Relations & Messaging Support

The specific services provided to the Customer will be outlined in an accompanying Statement of Work ("SOW"), which will detail project deliverables, timelines, and associated fees.

2. Fees & Payment

(a) Fees – The Customer agrees to pay Fat Bird Marketing for all agreed-upon services, as detailed in the SOW.

(b) Billing & Invoicing – Invoices will be issued per the agreed-upon schedule in the SOW. Payments are due within 14 days of receipt unless otherwise specified.

(c) Late Payments – Any past due amounts will be subject to a 1.5% monthly interest charge or the highest amount allowed by law. If an invoice remains unpaid for 90 days, services may be suspended until payment is received.

(d) Expenses & Third-Party Costs – Any external costs (such as software licenses, paid ads, or printing fees) will be the responsibility of the Customer unless otherwise agreed in writing.

3. Term & Termination

(a) Term – This Agreement will remain in effect until the completion of the agreed-upon services or until terminated by either Party.

(b) Termination for Convenience – Either Party may terminate this Agreement with 30 days’ written notice. The Customer will be responsible for paying for all work completed through the termination date.

(c) Termination for Breach – Either Party may terminate this Agreement if the other Party materially breaches any terms and fails to remedy the breach within 10 days (for payment-related issues) or 30 days (for all other breaches) after receiving written notice.

4. Intellectual Property & Deliverables

(a) Ownership of Work – Upon full payment, the Customer will own all final deliverables created under this Agreement. Fat Bird Marketing retains the right to use non-proprietary elements, templates, and general marketing frameworks developed during the course of the project.

(b) Portfolio Use – Fat Bird Marketing reserves the right to showcase completed work in its portfolio and marketing materials unless the Customer requests confidentiality in writing.

5. Confidentiality

(a) Confidential Information – Both Parties agree to keep any sensitive business information shared during this engagement confidential and not disclose it to any third party without consent.

(b) Destruction of Information – Upon termination of this Agreement, Fat Bird Marketing will delete or destroy any confidential materials upon request.

6. Limitation of Liability

(a) No Guarantee of Results – While Fat Bird Marketing will use its expertise to provide high-quality services, we cannot guarantee specific business results or outcomes.

(b) Liability Cap – Our total liability for any claims under this Agreement will not exceed the total fees paid by the Customer under this Agreement.

(c) No Indirect Damages – We will not be liable for any incidental, consequential, or special damages, including lost profits or business opportunities.

7. Dispute Resolution

(a) Negotiation & Mediation – If a dispute arises, the Parties agree to engage in good faith negotiations for 30 days. If unresolved, the dispute will proceed to non-binding mediation.

(b) Arbitration – If mediation fails, the dispute will be resolved through binding arbitration in Denver, Colorado. Each Party will be responsible for its own legal fees, though the prevailing Party may be awarded attorneys' fees at the arbitrator's discretion.

8. General Provisions

(a) Independent Contractor – Fat Bird Marketing operates as an independent contractor, and nothing in this Agreement creates an employment or partnership relationship.

(b) Force Majeure – Neither Party is responsible for delays due to unforeseen circumstances beyond reasonable control, such as natural disasters, war, or supply chain disruptions.

(c) Assignment – Neither Party may transfer its obligations under this Agreement without the written consent of the other Party.

(d) Governing Law – This Agreement is governed by the laws of the State of Colorado.

(e) Entire Agreement – This Agreement, along with any attached SOWs, constitutes the entire agreement between the Parties and supersedes any prior agreements.