The following is the Default Service Agreement which governs all business between Joe Ryder, the Consultant, and any person assuming the role of Client, regardless if there is any compensation involved. Communication in verbal or written form, in and of itself, does not constitute a Client-Consultant relationship. In conversations, Joe will initiate this relationship in writing with a link to this Default Service Agreement. These terms are subject to change at any time with or without notice. Please bookmark this page as a reference if you intend to conduct business with Joe.

Service Agreement

AGREEMENT made on the date of signing, between the above Client (“the Client”), with all contact information and address of place of business given above, and Joe Ryder (“the Consultant”), with contact information and address of place of business also given at the footer of each page of this contract. In consideration for the Client’s retaining the Consultant for independent Consultant services, and of a notice of termination provision, it is agreed as follows:

Independent Consultant Services: The Client hereby retains the Consultant, and the Consultant hereby agrees to perform services upon the terms and conditions herein and at fee rates outlined in this and attached contracts. This Agreement shall commence on the date hereof and shall remain in effect for the duration of the engagement or until terminated immediately by the Client or by the Consultant giving notice of termination of at least ten (10) days prior to the effective date of termination, except in the event of Consultant’s inability to perform the work due to illness or accident. Consultant will invoice the Client monthly for services provided the previous period unless other arrangements have been outlined in attached documentation (“Addendums”). Consultant’s invoices for services provided will be paid as outlined in attached documents and enforceable under the paragraph herein entitled “Default of Compensation”.

Subpart A – The Consultant acknowledges that it is solely an independent contractor and consultant. Nothing obtained in this Agreement shall be deemed to constitute the Client or the Consultant as an agent, representative, partner, employee or part of a joint venture relationship of the other party for any purpose. Neither party can bind the other to any agreement with anyone else.

Subpart B – The Consultant represents and warrants that it is able to enter into this Agreement and perform agreed services on the project outlined herein, and that such ability is not limited or restricted by any agreements of understandings between the Consultant and other entities.

Subpart C – The Consultant shall defend, indemnify, and hold harmless the Client from and against all liabilities, claims, costs, fines, and damages of any type (including attorney’s fee) arising out of or in any way related to the Consultant’s delivery of services to the customer, except those whereby the Client’s actions or inactions may have been a contributing factor.

Confidentiality: The Consultant recognizes and acknowledges that the above Client provides services to its clients, partners, employees and affiliates (collectively, “Attached Parties”) that are confidential, and to enable the Client to perform these services, the Attached Parties furnish to the Client confidential information concerning their business affairs, finances, properties, methods of operation and other data. It is further recognized and acknowledged by the Consultant that the goodwill of the Client depends, among other things, upon keeping such services and information confidential and that unauthorized disclosure of the same would irreparable damage the Client. The Consultant may come in contact or possession of information concerning the service performed by the Client for its Attached Parties or information furnished by the Attached Parties to the Client, even though the Consultant does not itself take any direct part in the actions of, or furnish the services performed for, the Attached Parties. All such information concerning the Attached Parties and services rendered by the Client to the Attached Parties is hereinafter collectively referred to as “Confidential Information”.

Consultant Nondisclosure: The Consultant agrees that, except as directed by the Client, it will not at any time during or after the term of this and the attached agreements disclose any Confidential Information to any person whatsoever, or permit any persons whatsoever to examine and/or make copies of any reports, or any documents prepared by the Consultant or that come into its possession or under its control by reason of the services herein, and that upon termination of this Service Agreement, the Consultant will turn over to the Client all documents, papers and other matter in its possession or under its control that relate to the aforementioned Attached Parties. The Consultant will not disclose or disseminate to any Attached Parties or other person, with exceptions to the Consultant’s spouse, tax preparer, lawyer and/or financial advisers, any details pertaining to the rate of pay or other compensation received by the Consultant or any individual assigned as Consultant by the Client, including but not limited to any contractors hired by referral from Joe Ryder.

Client Nondisclosure: The Client agrees that, except as directed by the Consultant, it will not at any time during or after the term of this and the attached agreements disclose any documents, rates of pay, agreements, discussions, actions, inactions, retained secondary contractors involved or other proceedings during the business relationship between Client and Consultant (collectively hereinafter “Confidential Consultant Information”) to any person whatsoever, or permit any persons whatsoever to examine or make copies of such Confidential Consultant Information, unless legally required to do so by legislation, court ruling or police warrant or expressly agreed upon by both parties. The Client will not disclose or disseminate to any Attached Parties or other person, with exceptions to the Client’s spouse, tax preparer, lawyer and/or financial advisers, any details pertaining to the rate of pay or other compensation received by the Consultant or any individual assigned as Consultant by the Client, including but not limited to any contractors hired by referral from Joe Ryder.

Injunctive Relief: The Consultant acknowledges that disclosure of Confidential Information by it may give rise to irreparable injury to the Client or the owner of such information, inadequately compensable by damages. As well, the Client acknowledges that disclosure of Confidential Consultant Information by it may give rise to irreparable injury to the Consultant or the owner of such information, inadequately compensable by damages. Accordingly, the Client, Consultant or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

Copyrighted Material: The Consultant and the Client hereby acknowledge that during the course of this Agreement and the terms herein, the Consultant may be subject to handling and creating copyrighted or trademarked material. The Consultant, upon receipt of materials which are copyrighted or trademarked, will request clearance proof of any and all materials of which the copyright or trademark rights are not owned by the Client, in the form of written permission agreements from the entity that holds such rights. The Client hereby gives the Consultant permission to the possession, duplication and use of any and all copyrighted material or material otherwise registered by the Client during the terms of this Agreement. The use of such materials is limited to that which takes place in the process of services rendered, and no other use of such materials is expressed or implied. Upon termination of this Agreement, the Consultant shall relinquish any copyrighted material owned by the Client and must thereby obtain a written statement from the Client removing the aforementioned copyright permissions after termination.

Copyright Assignment: Upon completion of design services rendered by the Consultant, the resulting products and materials shall have copyrights retained by the Client, with exception to any material previously copyrighted by the Consultant or other entities which hold an existing copyright on such materials. After initiation and before completion of design services rendered by the Consultant, the Consultant will retain copyrights to any material created by the Consultant, including arrangements and compilations created with material copyrighted by the Client or other authorizing party; upon completion of design services rendered by the Consultant, such created materials shall have copyrights also retained by the Client. Any use of said products and materials by the Consultant for promotional reasons must be done with permission by the Client or whoever owns the copyright on such materials.

Guarantee of Outcome Defined: During the course of consultation between the Consultant and Client, certain expected outcomes may be hypothesized by either party. It is submitted by the Consultant that any hypothetical benefit, non-expressly-inherent function or other expected outcome is not attached by any guarantee whatsoever of the eventual occurrence of such outcome. This does not include the inherent functions of products, materials and any other item resulting from the services rendered by the Consultant; such inherent functions are defined as any generally accepted outcome from a closely-similar class of products, materials or other items observed by the general public or part of the definition of the identity of such product, material or other item. This includes, but is not limited to and presented as examples only, an image’s inherent function of depicting its subject through visual means or a web page’s inherent function of organizing text and images being delivered through a digital medium such as the Internet.

Waiver of Guarantees: The Consultant hereby denies and waives any claim to guarantees of outcomes whatsoever other than the inherent functions of the products, materials or other items resulting from the services rendered by the Consultant. Client agrees to this waiver and agrees not to hold Consultant liable or at fault for the lack of occurrence of any outcome other than the inherent functions discussed herein. Any liability of the Consultant to the presence or results of inherent functions will be discussed in attached documents as needed. This section does not constitute an admission of acceptance by the Consultant of any liability or damage incurred from the inherent function of the products, materials or other items resulting from the services rendered by the Consultant.

Compensation Attached: This agreement, when referring to “compensation”, “installment”, “payment” or any residual definitions of such term, refers directly to compensation guidelines in any attached addendum that outlines a specific schedule of reimbursement in return for services rendered, typically titled “Compensation”. If such form is not attached, this agreement stands as a term reference and only applies to enforceable arrangements directly governed or restricted by the terms herein.

Standard Compensation: As a standard practice, compensation will be handled on a month-to-month basis, with term renewing monthly. Payment will be due on the first of every month, with term running up to the last day of each month. Termination guidelines listed in “Independent Consultant Services” section apply. Compensation amount will be agreed upon and invoiced. Payment of invoice verifies the validity of the amount of that invoice and cannot be disputed further. Any customized terms of payment must be outlined in an addendum and signed by Client and Consultant.

Default on Compensation: Invoices will be supplied 5 days before payment due date. If, at any time, Client fails to fulfill payment of an installment within 10 days of invoice date, Consultant has the right to cease services and request payment in full within 30 days before the project is reinitiated. If full payment is not received within that time, this addendum and the Service Agreement is then considered in breach, and any and all monies paid to Consultant by Client, including partial payment towards defaulted installment, is retained by Consultant with no obligation of refund. If Consultant has assumed the risk of performing work in lieu of payment, Consultant waives its right to collect further payments for work performed after notice of breach of contract above and beyond the past due amount; if this past due amount is the total of a completed project, the total at that time will be due and retainable. If the project is approved to be closed and full payment of final installment(s) are not received, this paragraph is enforceable with the further stipulation that all monies paid to Consultant are retained by Consultant even after breach and Consultant has the right to pursue legal action, up to and including civil suit judgment, as Consultant sees fit to collect remaining installment payment.

Consultant Default: Consultant shall be considered in default if compensation has been made for work to be done and the estimate of time for project completion has been exceeded with no project change form provided to approve such extension of time. This does not include delays due to Client failure to communicate or resolve other conflicts with this Service Agreement and attached Addendums. Estimate of time is based on the attached Addendum which outlines major milestones, including initiation and completion of the project and total time expected. Project change forms will be provided at any point where project scope, including time, budget or material resources, is extended to meet the needs of Consultant to complete the project. If Consultant is found to be in default under this paragraph, Client reserves the right to cease project progress and demand submission of such required project change forms within 72 business hours by means of written notice. If such form is not presented by Consultant to Client, Consultant is found in breach of contract, and any monies paid within the current phase of the project is to be refunded by Consultant to the Client and abide by the cease and desist terms below. If such breach happens at the completion of the project, payment of final installment is waived in whole, and any partial payment towards such installment shall be returned to Client with the further stipulation that Client has the right to pursue legal action, up to and including civil suit judgment, as Client sees fit to collect remaining refund.

Cease and Desist: In the event a breach of contract occurs, either by Client or Consultant, both parties are directed to cease and desist any use, display, promotion and/or sale, in part or in whole, of any materials, resources and deliverables created during activities under the defaulted project. This is agreed as fact without necessity of a court order to cease and desist. If agreed upon by Consultant and Client, such cease and desist order shall be removed after payment is received in full for remaining cost of services rendered (as described in the above paragraph, Default of Compensation). Prevailing party of any required cease and desist order or proceedings shall pay the other party any court costs incurred during court proceedings, including filing and preparation fees, attorney’s fees and other miscellaneous legal fees.

Refund Policy: No refund is available outside of the above-mentioned circumstances.

Enforceable: The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the Consultant against the Client or the Client against the Consultant, whether predicated on this Agreement or otherwise.

Governing Law: This agreement shall be construed in accordance with the laws of the State of Washington.

Entire Agreement: This Agreement contains the entire agreement of the parties relating to the subject mater hereof. Attached documents and addendums must be signed by both Client and Consultant to validly modify the terms of this agreement. If such modification is in question, the terms herein shall be held as default and fully enforceable. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to the Consultant at its address as the same appears on the books and records of the Client or to the Client at its principle office, attention of the President, or otherwise as directed by the Client from time to time.

Note: Any signed service agreements will be used in place of this default agreement.