TERMS & CONDITIONS

1. Fee Conditions.
   1. Change Order Process
      1. During the Project, either party may request additions, deletions, or modifications to the scope, nature, or timing of the Services described in this Statement of Work (“Change”). Future & Suns (aka Headword) shall have no obligation to commence work in connection with any requested Change involving an increase or decrease in the scope of work until the fee and/or schedule impact of the Change is agreed upon in a written change order signed by both Headword and the Client. Upon a request for a Change, Headword shall submit a proposal to the Client describing the Changes, including, as applicable, the impact of such Changes on schedule, fees, and expenses. The Client shall either indicate its acceptance of the proposed Changes by signing the change order or advise Headword not to perform the Changes, in which event Headword shall proceed with the original Services. The occurrence of (1) any change in any law, rule, or regulation that materially affects the scope, nature, or quantity of the Services, (2) any event or transaction that significantly increases or decreases the size and/or nature of the operations of the Client in a manner that affects the scope, nature or quantity of the Services, or (3) any other event or condition that significantly increases or decreases costs associated with providing the Services shall be considered a Change, and Headword and the Client shall promptly meet to negotiate an equitable adjustment in the schedule and/or fees payable to Headword.
         1. Dormancy. Projects dormant for longer than 45 (forty-five) days will incur a 5% fee of the total project budget to resume the work at the discretion of Headword.
         2. Project Reimbursable. Fees do not include collateral printing, brand artwork production, store, and fixture production costs, packaging material samples, and comps.
         3. Travel Expenses. In the event a Headword representative will be required to travel beyond a 50-mile radius of Atlanta, GA, Headword will be entitled to an additional $150 per diem travel expense fee. In addition to payment of the per diem(s), Client will pay for or reimburse Headword for one round trip airline ticket and 3-star accommodations if required.
         4. Notice. Client must provide reasonable notice of heavy workload deadlines outside of previously planned deadlines. To ensure proper staffing, Headword will require a minimum of five (5) business days advance notice for major scope amendment needs.
   2. Payment Conditions.
      1. Billing Schedule. Client agrees to billing and payment outlined in the billing schedule. Client will supply Headword with all necessary purchase order numbers and other internal information required for invoice processing before the start of the project.
      2. Deposit. Client will remit payment for the initial (1st) invoice within 10 (ten) days for all deposit invoices upon receipt of the invoice for work to begin.
      3. Invoices. Client will remit payment for all service invoices excluding deposit and reimbursable expenses, which shall be paid as set forth herein, within 30 (thirty) days of the receipt of the invoice.
      4. Reimbursable. Reimbursable expenses to be invoiced separately and itemized receipts will be provided to the Client for proof of purchase, where will remit payment for reimbursable (30) days of receipt of the invoice.
      5. Late Payments. In the event payment invoice within the terms set a late payment fee of 1% per month on balance not in dispute, to cover the manpower, interest, and other costs to Headword pays for carrying overdue invoices from the Client.
      6. Failure of Payment. If the Client fails to fulfill its responsibilities outlined in the contract or if the Client fails to make payments of undisputed sums for forty-five (45) days from the receipt of any invoice, then Headword may, upon ten (10) business days written notice to the client, suspend performance of services for the project until such performance has been fulfilled.
2. General Conditions.
   1. Client Responsibility. The Client guarantees that all elements of text, images, or other artwork you provide are either owned by them, or that permissions have been acquired to use them.
   2. Materials. Subject to the provisions of this Agreement, all original documents, digital files, and other material and deliverables shall be the property of the Client. At the Client’s request and the completion of the project term, Headword will furnish Client with digital copies or reproducible copies of the original documents during the project term. After the completion of the project, Headword is not required to keep a copy of the work product (“Work Product”). All plans, designs, specifications, applicable.
   3. Headword may include samples of its Work Product that have been made public in its professional portfolio, including on the Headword website and case study deck.
3. Term and Termination. The Project will be deemed complete upon Headword’s hand-off of the final deliverable to Client and the completion of the services described in this Agreement. Client shall have the right to terminate the Project at any time and for any reason upon ninety (90) days’ written notice to Headword. In the event of such termination, Client shall remit payment to Headword of all fees for the Project that have already accrued, and all expenses incurred. If Client terminates the Project for convenience after 50% of the work is completed, then in addition to the foregoing fees and expenses, Client will be responsible for payment of a Project cancellation or “kill fee” in the amount of 50% of the value of the remaining incomplete Project. Payment of all fees, expenses, and kill fee, if any, must be remitted in full no later than the last day of the month following receipt of an invoice therefore. Notwithstanding anything to the contrary outlined in this Agreement, either party may terminate this Agreement at any time in the event of any material breach by the other party of any term or provision of this Agreement hereunder, which breach has not been cured within fifteen (15) days following receipt of notice.
   1. Delays. Client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism, and epidemics.
   2. Closures. Headword offices will be closed for all public (federal) holidays and December 23rd, 2023 through January 3rd, 2024. All work will be appropriately paused and resumed during these dates.
   3. Warranties. Headword hereby represents and warrants to Client that the deliverables will be Headword’s original work and, to the best of Headword’s knowledge and belief, will not infringe upon any intellectual property or another right of any third party.
   4. Confidentiality. Each party shall maintain the secrecy of any confidential information belonging to the other party. Neither party shall make use of the other party’s confidential information or proprietary materials except as specifically agreed to in writing by the other party. The foregoing confidentiality obligation shall survive the expiration or termination of this Agreement.
   5. Notices. All notices or communications to be given to any party under this Agreement shall be in writing, sent by overnight courier, and any such notice shall be deemed given on the date of delivery and shall be directed to the address specified below or to such other address as such party may designate by notice
   6. Mutual Cooperation. Headword agrees to use its best efforts to fulfill and exceed the expectation on the deliverables listed. The Client agrees to aid Headword in doing so by making available all needed information and cooperating in adhering to the project schedule.

1. Force Majeure. Neither party shall be liable for delay or failure in the performance of its obligations hereunder if such delay or failure arises from the occurrence of events beyond the reasonable control of such party.
2. Press Release. Headword shall be named as Lead Agency within any publications or promotions in relationship to the Project and Client. Headword may publicize or promote its relationship to the Project and Client.
3. Waiver of Breach. The waiver by either party of any instance of breach hereof shall not operate or be construed as a waiver of any other instance of breach.
4. Damages. In no event will either party be liable to the other for any indirect, incidental, special, or consequential damages, including, without limitation, any loss of profits, economic loss, or loss of goodwill, even if advised in advance of the possibility of such damages.
5. Relationship. Headword shall perform the services as an independent contractor. The parties are wholly independent of one another and nothing herein shall be deemed to constitute either party the partner, joint venture, employee, or agent of the other.

3. Assignment. This Agreement is personal to the parties and may not be assigned by either party without the other party’s prior express written consent, not to be unreasonably withheld or delayed.
4. Applicable Law and Venue. This Agreement is made in and shall be governed by the substantive laws of the State of Georgia, without reference to its conflicts of law principles.
5. Affiliates. This Agreement shall be binding on the parties’ respective affiliates, employees, subcontractors, representatives, agents, and authorized assigns.

Entire Agreement/Modification and Waiver. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, representations, and statements, whether oral or written, express or implied, between the parties hereto relating to the subject matter hereof. This Agreement may not be amended, modified, or waived except according to a written agreement signed by the parties.