This Digital Agency Release Agreement (the "Agreement") is entered into between 2BLoved, hereinafter referred to as the "Client," and 5ivehat, hereinafter referred to as the "Agency," collectively referred to as the "Parties," on this 18th day of May 2023.
The purpose of this Agreement is to release the Agency from all responsibilities, obligations, and liabilities related to the services provided by the Agency to the Client, as outlined in the prior agreement(s) between the Parties, including but not limited to [Insert description of services].
2. Release of Responsibilities
2.1 The Client hereby acknowledges and agrees that the Agency's responsibilities and obligations, whether express or implied, are hereby completely released and discharged, effective upon the execution of this Agreement.
2.2 The Client acknowledges that the Agency has fulfilled its obligations and provided the agreed-upon services to the best of its abilities, in accordance with industry standards and practices.
3.1 The Client agrees to indemnify and hold harmless the Agency, its officers, employees, and agents from any and all claims, demands, liabilities, expenses, or damages arising out of or in connection with the services provided by the Agency, including but not limited to any claims resulting from the Client's use of the delivered work or any breach of intellectual property rights.
3.2 The Client shall bear full responsibility for the selection, use, and reliance upon any information, products, or services provided by the Agency.
4. No Guarantees
The Client acknowledges and agrees that the Agency does not guarantee any specific outcomes, results, or business success as a result of the services provided. The Agency shall not be held responsible for any direct or indirect losses or damages incurred by the Client due to the use or reliance upon the services provided.
This Agreement shall remain in effect until terminated by either Party. Either Party may terminate this Agreement by providing written notice to the other Party. Upon termination, the release of responsibilities and obligations as outlined in this Agreement shall still apply.
6. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
7. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, or agreements, whether oral or written, relating to the subject matter herein.
NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT
This Non-Disclosure and Non-Disparagement Agreement ("Agreement") is entered into as of May 18th, 2023, by and between 5ivehat ("Agency"), and 2BLoved ("Client"), Together, the Agency and the Client may be referred to as the "Parties."
1. Confidentiality Obligations
a. The Client acknowledges that during the course of its engagement with the Agency, it may gain access to certain confidential and proprietary information of the Agency ("Confidential Information").
b. The Client agrees to treat all Confidential Information as strictly confidential and to use it solely for the purpose of fulfilling its obligations under the engagement.
c. The Client shall not disclose, reveal, distribute, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Agency.
d. The Client shall take all reasonable measures to protect the Confidential Information from unauthorized disclosure or use, at least to the same extent that it takes to protect its own confidential information of a similar nature.
2. Non-Disparagement Obligations
a. The Parties agree not to engage in any form of disparagement, slander, libel, or defamation against each other, including the Agency, its employees, representatives, products, or services.
b. The Client agrees not to make any negative or derogatory statements, either orally or in writing, about the Agency, its employees, representatives, products, or services, whether directly or indirectly.
c. The Client further agrees not to encourage or assist any third party in making negative or derogatory statements or engaging in any form of disparagement against the Agency.
3. Compliance with Laws and Regulations
a. The Client acknowledges and agrees to comply with all applicable laws and regulations, including but not limited to laws related to defamation, slander, libel, and intellectual property rights, in relation to its communications and statements about the Agency.
b. The Client shall be solely responsible for any consequences arising from its failure to comply with applicable laws and regulations.
a. The Parties acknowledge that a breach of the non-disparagement obligations under this Agreement may cause irreparable harm to the Agency.
b. In the event of a breach or threatened breach of this Agreement, the Agency shall be entitled to seek injunctive relief, specific performance, or any other equitable remedies available to it.
c. The rights and remedies provided by this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or in equity.
5. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [your jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [your jurisdiction].
6. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
By accepting this agreement the Parties hereby acknowledge that they have read and understood the terms and conditions of this Agreement and agree to be bound by its terms.