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Terms & Conditions

1. Services

This is the scope of work the parties agree upon. For changes or additional requirements, a change order will have to be filled, agreed upon, and signed by both parties.

2. Schedule

Here are the primary milestones for this project. The expected timeline is 3 months.

  • Preliminary Design

  • Review

  • Final Review

  • Completion - the Client will have 3 business days to review and approve each step. At the end of said time, if no answer has been given, the work will be considered approved, and the company will continue their work.

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GEM Digital Marketing Confidentiality Agreement

This Confidentiality Agreement ("Agreement") is entered "on the date of SSM Agreement is signed", by and between "parties", with its principal place of business in Austin, Texas, Gem Digital Marketing, and Client on the SSM Agreement, with its principal place of business in (listed on SSM agreement).

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1. Definition of Confidential Information:

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential, including but not limited to:   

 

  • Marketing plans, strategies, and campaigns.

  • Customer lists, data, and information.

  • Pricing information, sales data, and financial information.

  • Proprietary marketing techniques, methodologies, and processes.

  • Creative concepts, designs, and materials.

  • Market research, analysis, and reports.

  • Trade secrets, know-how, and intellectual property.​

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2. Obligations of the Receiving Party:

The Receiving Party agrees:

  • To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect it from unauthorized disclosure.   

  • To use the Confidential Information solely for the purpose of [Specific Purpose of Disclosure, e.g., evaluating a potential marketing partnership].

  • Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.   

  • To return or destroy all copies of the Confidential Information upon the Disclosing Party's request.

  • To only disclose the confidential information to employees or contractors that have a need to know, and that have also signed a confidentiality agreement.

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3. Exclusions:

The obligations of confidentiality shall not apply to information that:

  • Is or becomes publicly known through no fault of the Receiving Party.

  • Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.   

  • Is independently developed by the Receiving Party without use of the Confidential Information.  

  • Is required to be disclosed by law or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement.   

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4. Term:

This Agreement shall remain in effect infinity  from the date hereof, or until terminated by mutual written agreement of the parties. The obligation to protect confidential information will survive the termination of this agreement. 

  • Duration of the agreement and renewal terms. Cancel Monthly subscription 7 days prior to the next billing date.  This is a month to month service.

  • Conditions for termination by either party (e.g., breach of contract, non-payment).

  • 30 day Notice period required for client separation /termination of all services. 

  • What happens to client data upon termination.  If all outstanding balances are paid, media/domains will be released.

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5. Remedies:

The Receiving Party acknowledges that unauthorized disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.   

 

6. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

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7. Entire Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.   

 

8. Sever-ability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.   

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9. Amendments:

This Agreement may be amended only by a written instrument signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.   

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