Pre-May 1st, 2025
By signing a proposal with Raborn Media, you agree to all terms & conditions outlined below.
General Terms
1. Term. The services called for in the Proposal shall commence upon the execution date of the Proposal unless otherwise stated in the proposal. Additionally, unless otherwise stated in the proposal, the initial term for all monthly services will be for three (3) months and will automatically renew for an additional three (3) months until, pursuant to the Termination section below, written notice of termination is received.
2. Services Provided. During the term of the engagement, Raborn Media will perform the services set forth in the proposal.
3. Compensation. As compensation for services rendered the fee outlined in the proposal is due to Raborn Media. Client is responsible to pay all monies listed below to Raborn Media by net 30 days of the invoice date. Payments are to be made payable to: Raborn Media.
3(a). Any services requested by the Client performed on behalf of Client outside of the scope of the Proposal will be billed at $90/hour.
4. Expenses. During the Term of the engagement, Client agrees to reimburse Raborn Media, upon submission by Raborn Media of any expense reported with such substantiating vouchers as Client may require. For such expenses as Client may reasonably incur in connection to the services pursuant to the procedures and policies adopted by the marketing and advertising needs to promote the Client’s company. All and any expenses incurred must be approved by the Client prior to Raborn Media investing their own money. If an expense is not given authorization by Client, it will not be paid by Client.
5. Independent Client. Nothing in the engagement shall be construed or implied to create an agency, joint venture, partnership or franchise relationship between the parties.
5(a). As an independent agent, Raborn Media will not receive or be entitled to any insurance or other benefits or whatsoever nature from Client. Client hereby expressly waives any and all rights to any insurance, disability, workers compensation, retirement, and any other benefits or payments, other than as specifically set forth herein.
5(a)(i). Raborn Media affirms that there have been and will be no representations as to any assurance or possibility of being hired as a regular employee of Client.
6. Termination. Unless otherwise stated herein, the engagement may be terminated after the initial term with a thirty-day written notice that is mutually agreed to by either party.
6(a). After the initial term Client can terminate the engagement with a written notice thirty days prior to the anniversary and so forth for any Term Extension.
6(b). Termination shall not affect compensation obligations or indemnification under the engagement. All earned compensation shall continue to accrue and be paid based off of completed Client customer contract.
6(c). Client agrees upon receipt of any notice of termination of the engagement for any reason, Raborn Media shall deliver to Client all materials, documents, reports, research and information derived, compiled or obtained by Raborn Media in connection with or related to Client or the Project and Duties.
7. Proprietary Rights. Raborn Media agrees that the Product is the proprietary property of Client and all Work Product created by Raborn Media arising from work performed hereunder in regards to Raborn Media’s engagement of the Client, shall be deemed “work made for hire.” Raborn Media maintains the rights to use the Work Product in its portfolio and marketing materials for Raborn Media.
8. Confidentiality. Raborn Media acknowledges that, in the course of the performance of the engagement, Raborn Media will have access to privileged and proprietary information claimed to be unique, secret, and confidential, and which constitutes the exclusive property or trade secrets of the Client. Raborn Media shall keep in strictest confidence all information relating to the engagement which may be acquired in connection with or as a result of the engagement.
9. Indemnification. Each party agrees to indemnify the other against, and hold the other free and harmless from any and all liability, loss, cost, expense or obligation (including without limitation attorney’s fees, court cost and other expenses, incurred by the other in defending itself against claims or otherwise connected therewith) on account of or arising out of, and this Independent Client Engagement is made upon the express condition that each party shall not be liable for, or suffer loss or incur any liability by reason of omissions or false information given and the negligent use of the information given, performance, products, materials, supplies or equipment, or other communication placed, or cause to be place by other party.
10. No-Hire. Client understands that Raborn Media has gone through considerable time and expense in training, orienting, and equipping its employees with the knowledge and experience to perform their duties. This is expressly to be considered proprietary and confidential relating to the methods and manner in which Raborn Media does business, including, but no limited to, teaching techniques, processes, company policy and procedures, data, know-how, marketing plans, business plans, strategies, forecasts, financial information, projections, customer and supplier information and identities, materials, reports, specifications, and all other tangible and/or intangible materials relating to the manner in which Raborn Media does business. Therefore, Client shall not offer or retain any employee of Raborn Media, without the prior written consent of Raborn Media, on a full-time, part-time, or in any other capacity as an independent contractor, employee, or consultant until a period of two years after the termination of this contract.
11. Miscellaneous Provisions.
a. Captions. The captions used in the engagement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used on construction or interpretation of any provision hereof.
b. Severability. Any provisions of the engagement, which may be prohibited by law or otherwise held invalid, shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective the remaining provisions of this Agreement.
c. Governing Law. the engagement is being executed and delivered and is intended to be performed in the State of Mississippi and shall be governed by and construed in accordance with the laws of said State.
d. Notices. Any notices, demand request, consent approval, or communication that either party is required or desires to give the other party under the engagement shall be deemed sufficiently given by one party to another if in writing via email to the email contact listed on the proposal
e. Entirety of the Engagement. The Engagement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior statements or agreements among the parties hereto with regard to the subject matter hereof. This agreement may not be changed or modified except in a writing notice mutually agreed by each party.
f. Counterparts. The engagement may be executed in any number of counterparts, all of which together shall be considered on and the same Engagement.
The Terms & Conditions above supersede any previous agreements between the Client and Raborn Media. Any exceptions must be agreed to and outlined in the signed Proposal.
Service Specific Terms
Unless otherwise stated in the fully executed proposal:
1. Video
1(a). Raw Footage – Client is entitled to all raw footage shot on the clients’ behalf in its original format. Format conversion is an additional service that must be outlined in the proposal. (e.g. If we film in .BRAW, that’s what we’ll deliver the raw footage in. To convert to .mp4 is an additional cost)
2. Graphic Design
2(a). Working Files – Client is not entitled to the working files (e.g. the Illustrator files, inDesign files, Photoshop files, etc.) of a particular project.
3. Logo Design
3(a). Working Files for Selected Logo Design – Client is entitled to a working vector file and other formats of the final selected logo.
3(b). Working Files for Unselected Logo Designs – Client is not entitled to the working files (e.g. the Illustrator files, inDesign files, Photoshop files, etc.) of any logo made in the logo design process that were not selected as the final deliverable.
Updated: June 29th, 2023