Analyzing Advertisements Assignment Of Contract

Contract Law Case Study Assignment Help

Contract law is one of the major branches of legal studies. Students pursuing legal studies need to know the various aspects associated with contract law in which they need to prepare an assignment case study.

Before you embark on this mission to prepare your contract law case study, learn the most important concepts of contract law here.

What is Contract Law?

A contract refers to the voluntary agreement between two or more parties and contract law refers to the whole body of laws governing it. Every written and even oral agreement involves an exchange of goods, services, money and properties. The body of law governs the agreement and also encompasses the obligations of the parties, limitations, privities, obligation and jurisdiction and its termination (, 2016). It also incorporates the possible remedies and legal actions in case of breach of the contract by any party. Though mainly used for commercial purposes, it also holds significance for civil purposes.
Students pursuing law are required to prepare a contract law case study assignment to exhibit their knowledge in this discipline. However, most of them do not have a firm knowledge and grip over this subject and feel helpless when they are assigned a contract law case study.

Elements of Contract

Before learning contract law, the students must have a clear idea about the different element of the contract which would help them to understand the subject better.

Offer and Acceptance

Offer and Acceptance are the most important elements for any successful contract. The offer is a statement of willingness to provide the contract on specific terms by the offerer whereas acceptance refers to the unconditional assent by the offeree with the intention of accepting the contract (, 2016).

The parties of the agreement must enter into a legal agreement to make the contract effective. It creates a legal relation between the parties as the agreement gets enforced by law. It is also important that the offerer and the offeree understand the legal implications and consequences that will follow (, 2016).


To make the contract binding, it should be supported by a valuable consideration. Consideration refers to the value promised by one party to another at agreed benefits or returns. Consideration can be money, some kind of service or right. The court or any legal institution will not question the adequacy as long as consideration exists (, 2016).
The court will never interfere in any matter of dispute if one of the parties in the agreement thinks that he made a bad deal. The deciding consideration depends on the individual value and capacity of the parties. But the court can intervene if one of the parties accuses the other of influencing or forcing the former in the deal.

Legal Capacity

The parties or people who wish to enter into the legal contract must possess the legal capacity under the purview of law. As people who are mentally impaired, minors, bankrupt, prisoners and other people explicating stated cannot enter into a contract (, 2016).


All the parties expressed their willingness to enter into a contract should enter it freely with a proper understanding of the contract details. They should not take their decision from external influence, intimidation, threat or false hope and misrepresentation (, 2016).
To devise a strong contract law case study, the students must have a clear idea about these essential five elements. But there are many students who have several queries on different aspects of contract law. Consulting contract law case study sample or contract law case study example will help them in these circumstances.

Contract law : All Your Queries Answered

Not always a contract law case study sample is able to answer and suffice all the queries. The students have numerous questions in their mind with this vast discipline under law. Here are the most important aspects of contract law discussed in detail.

Breach of Contract

Breach of Contract refers to the legal action taken by any party when the other party does not honor the binding agreement or any of its clauses. If a person within an agreement breaks the contractual promise and does not perform the duty expected according to the contract, then it can be referred as breach of contract (, 2016). According to the severity and gravity of the breach, it can be classified into:

  • Minor Breaches
  • Material Breaches
  • Fundamental Breaches

While minor breaches refer to the slight violations, fundamental breaches are drastic violations ensuing legal action.

Consequences of contract breach

Firstly, both the parties can try to get into a solution through informal meetings when a dispute arises. But when they fail, the non-breaching party can seek legal remedy. This is performed through formal lawsuits and the established court system of the respective country.
The parties can also agree to hire a unanimous arbitrator who will review the contract dispute and breach and deliver a solution. But when the arbitrator too cannot provide a universally accepted remedy, it reaches the court of law.
In case of direct and proved breach of contract, the court can provide relief to the other party by awarding a remedy borne by the violator.


The violator needs to compensate the other party for the damages caused due to the breach of contract. According to the extent of the damage caused by the responsible party, the amount of compensation is decided.

Specific Performance

When the damages caused cannot be recovered through compensation then the court can ask the violator for a specific performance. Specific performance can be defined as any activity directed by the court that the breaching party must perform. But it is done when the compensation does not suffice the damages incurred. Generally, the court of law rules specific performance as a remedy when the product or service promised in the agreement is unique. Such as the real estate industry is referred to as unique where there cannot be a duplicate property with same facilities. But even the court will enforce this specific performance on the violator when the agreement made is fair and equitable without providing any undue advantage to any party.

Cancellation and Restitution

The non-breaching party can get authorization from the court of law the cancel the contract and sue for restitution when the violator get compelled to bring back the position it was before the contract was formulated.
These are the main consequences of contract breach (, 2015). Breaching contract is a serious offence and a common reason of lawsuits.

Silence as Acceptance

Generally, silence or not responding to the offer does not get considered as a sign of acceptance. However, in some specific cases or situations, silence can be treated as acceptance. Then the question arises, when the silence of a party can be regarded as a sign of acceptance? Suppose a person X sends a packet of food to another person Y and also informs that the former expects payment for it. If person Y without agreeing eats the food then this activity can be regarded as acceptance. There are some specific requirements which when sufficed can be treated as acceptance (, 2016):

  • One party has made the offer while the other did not reject the offer
  • The offerer renders a particular service to the offeree
  • The offerer provides the service at his own free will without being influenced by any other person
  • The offerer informs the offeree as the former anticipates and expects a payment from the latter
  • The offeree has complete knowledge of all the above-mentioned events
  • The offeree should have used or accepts the service in some form which can be interpreted as acceptance under court of law.

This rule can cover other formal exchange of services other than the sale of goods. But unsolicited goods sent to people without formal acknowledgement cannot fall into this category. It would be treated as gifts.

Contract law : The basics

To make a contract viable under law it must accomplish certain requirements. It includes an offer and its acceptance, consideration, purpose, eligible parties and their consent. Other than these general rules, the associated parties, depending on the type of contract may need to fulfill additional requirements.
The term contract refers to the agreement in written form which includes the following elements. It must be verified under the court of law.

  • Introduction clauses (provisions)
  • Defining the parties and key terms
  • Statement (s) of purpose
  • Obligations of each party
  • Assurances and warranties
  • Attachments
  • Signature block
The contract can also be seen as a process which can be typically divided into three separate stages (, 2016).

Both the parties (can be even more) contemplate about the prospective deal by examining the arrangement and the risks associated with it.

Phase 1: Evaluate the deal

Both the parties (can be even more) contemplate about the prospective deal by examining the arrangement and the risks associated with it.

Phase 2: Reaching the agreement

In this stage, the parties negotiate and agree on the final deal with stated agreements. Then with accordance to the consent, the written contract is finalized which will act as documentary evidence.

Phase 3: Implementation and performance

The agreement after signed by all gets implemented. All the parties must remain obligatory towards their agreement and perform accordingly. If any of the party fails to perform their task, the other party can draw them into a legal suite.

Contracts and the Law

The basic contract is formed when two separate parties enter into an agreement and obliges to perform their duties responsibly. With the term party, it can refer to any organization, person or a corporation which enters into an agreement. The agreement is legally enforceable. The main laws which govern the contract law are:

The Common Law : Common laws refer to the set of laws which are developed by judges, courts and legal tribunals which provides regard and importance to every individual case. It is based on consistent principles where similar cases are deal with a similar set of laws (, 2016). The most crucial aspects of contract law fall under the category of common law.

The Uniform Commercial Code:

Contract Law Sample - Business and Contract Law

In order to answer this question, a discussion on the rule of Indoor management is needed. When an employee or authority from a company on behalf of the company, enters into a contract with any outsider, it is considered that the company as a whole is entering into the said contract. A noteworthy case in this regard is Bank of New Zealand v. Fiberi Pty Ltd . The outsider ....

Sarah Chernock

I have done Masters of Laws (LLM) from Australian National University.

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Contract Law Sample - Contract & Agency Law

(a) “The law affects a business from the moment it commences until the time it isdissolved.”Discuss the above statement in the context of three (3) key functions of business lawaffecting commercial activity in Singapore. In your analysis, you should providespecific examples...

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Contract Law Sample - IRAC method

Barry decides to hire some ladders and planks from a local equipment hiring business to enable him to paint the exterior of his house. When he collects the hired goods, he is asked to sign a hiring agreement. Barry asks the employee of the hiring firm why he has to sign an agreement, to which the employee replies, "It is just for insurance purposes" ...

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Graduate with a Bachelor of Laws (LLB) from Murdoch University School of Law.

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PandaTip: This Advertising Proposal is written in the voice of a company that runs a publication and is contacting a company that could potentially be interested in advertising in that space. It is important to keep in mind that an advertising proposal should be written in a manner that specifically appeals to the target’s business (e.g., why your clientele – those that will be viewing the publication or likely to see the public advertisement – are a good target audience for the target’s business). This advertising proposal can be adapted very easily to accommodate companies that run internet advertising or oversee a public advertising location (e.g., a billboard, side of a bus stop structure, etc.). It’s particularly simple for internet advertising companies as they can simply fill the “Publication” tag with the name of the website and alter the descriptions to fit the appropriate context.

Table of Contents
Situation Analysis
Content Marketing
     Initial Campaign Costs
     Expected Outcome
Search Engine Advertising (SEM)
     Initial Campaign Costs
     Expected Results
Social Media Advertising
     Initial Campaign Costs
     Expected Results
Monthly Recurring Fees
Our Past Projects
Client Approval
Terms of Service
     1: Engagement
     2: Term
     3: Compensation & Payment
     4: Independent Contractor
     5: Audit
     6: Confidentiality
     7: Intellectual Property Rights
8: Representations & Warranties
9: Insurance
10: Safety
     11: Publicity
     12: Acceptance
13: Termination
14: Liability & Indemnification
     15: Miscellaneous

PandaTip: Longer proposals, like this one, benefit from a table of contents. Your client will be able to use this TOC to jump straight to specific sections in your proposal.



Advertising has long been the lifeblood of commercial industry growth. Advertising campaigns have shaped popular culture, and launched brands into the public eye. The greatest campaigns are remembered long after they’ve completed their run.
To grow your brand, you need effective advertising. To simply run ads isn’t enough; you need to craft campaigns that speak directly to your target audience, campaigns that excite and activate them.
Crafting campaigns like these is what we do at [Sender.Company]. Our mission is to help our brands leverage advertising campaigns to build brand awareness and drive product demand. Whether you’re an established brand or a new market contender, our team can help you build through effective advertising.
To date, we’ve helped dozens of clients create and deploy digital campaigns across a variety of advertising mediums, including:

  • Television
  • Printed Media
  • Radio
  • Search Engines
  • Display Networks
  • Social Media

When it comes to building your brand through advertising, there’s no question of whether you should choose to partner with [Sender.Company]. To quote one of our favorite campaigns…
“Just do it.”

Situation Analysis

PandaTip: PandaDoc allows you to embed images and videos right inside your proposals. Try embedding an image from your website on this page, or swap the image field for a video if you have one on hand.

[Client.Company] is a growing company in the competitive [Client.Industry] industry. While [Client.Company] has had some success generating new business to date, client acquisition remains a key concern for long-term success. In order to reach your growth targets for the coming year, you’ll need to deploy a strategic advertising strategy that leverages multiple advertising mediums in unison to build brand awareness and increase lead generation.

On the following pages of this advertising services proposal, you’ll find details including:

  • The specific campaigns we recommend
  • Associated campaign costs
  • Reporting standards
  • Expected results of each campaign

Please note that the cost of your monthly retainer is listed at the end of the proposal. The campaign costs in each campaign’s section are the initial start-up costs for that campaign.

Content Marketing

While content marketing is not an advertising campaign in the traditional sense, we’ve found that a well-designed content production strategy vastly improves the performance of all of a brand’s advertising campaigns.
We propose that [Sender.Company]’s marketing team implement a content strategy that focuses on regular blog posts and gated content to be used across all advertising channels.
To make that possible, we’ll need to do the following:

  • Perform keyword research, to determine what topics will generate organic interest
  • Perform a user case study to understand the key challenges and goals of your target audience
  • Develop a 6 month editorial calendar


We deliver detailed monthly reports to every advertising services client. The content section of your monthly report will include the following:

  • Content items produced
  • Organic traffic to content
  • Social traffic to content
  • Lead attribution per content item
  • New revenue attribution per content item

Initial Campaign Costs

PandaTip: PandaDoc’s pricing tables have a host of customization options built in. Try adding optional items, discounts, and editable quantities to make the tables on the following pages of this template your own.




Subtotal: $1,498.00
Total: $1,498.00

Expected Outcome

  • Increased organic traffic to [Client.Company] website
  • Increased traffic to [Client.Company] website from social media
  • 30% increase in inbound lead generation


Search Engine Advertising (SEM)

Search engine advertising (SEM) puts you directly in front of your audience at the perfect time- when they’re actively seeking answers to the problems your company solves.
We propose to develop a set of targeted SEM campaigns that target your audience at various stages of their purchasing journeys. This will ensure that your brand stays front and center as your target audience explores their needs and decides on how to best reach their goals. To do so, we’ll need to do the following:

  • Perform keyword analysis, to discover which search terms are appropriate for [Client.Company]’s campaigns
  • Create ads for each SEM campaign
  • Build landing pages for each campaign


We deliver detailed monthly reports to every advertising services client. The SEM section of your monthly report will include the following:

  • Campaign impressions
  • Campaign clicks
  • Campaign leads generated
  • New sales attributed to SEM campaigns

Initial Campaign Costs





Subtotal: $1,547.00
Total: $1,547.00

Expected Results

  • 30,000 impressions per month
  • 300 leads per month
  • 120 new clients per month


Social Media Advertising

Social media has progressed far beyond simply being a place to connect with friends. Today, consumers and organizational buyers willingly engage with brands in social media, and successful brands leverage social media as an effective advertising medium.
We propose to create social media advertising campaigns to reach your audience via social media. To do so, we’ll need to do the following:

  • Perform a user case study to better understand the social media habits of [Client.Company]’s target audience
  • Develop ad copy for a social media advertising campaign
  • Build a landing page for the advertising campaign


We deliver detailed monthly reports to every advertising services client. The social media section of your monthly report will include the following:

  • Audience growth month-over-month
  • Website traffic from social media
  • New leads from social media
  • New sales from social media

Initial Campaign Costs


Included in Content Marketing Case Study




Subtotal: $948.00
Total: $948.00

Expected Results

  • 25% monthly growth in social media audiences
  • 15,000 impressions per month
  • 150 leads per month
  • 60 sales per month

Monthly Recurring Fees

NameMonthly PriceQTYSubtotal

Cost for monthly production, optimization, & reporting


Subtotal: $59,988.00
Total: $59,988.00


Our Past Projects

PandaTip: Strong client recommendations and portfolio items can drastically increase your proposal’s effectiveness. Take a few moments to fill this page of the template with your own portfolio items and testimonials.

We’re proud to have been the team behind several successful advertising strategies. Below, you’ll find examples of our work, along with testimonials from our current clients.



  • [Porfolio1.Result1]
  • [Portfolio1.Result2]
  • [Portfolio1.Result3]

-[Testimonial1.ClientName], [Testimonial1.ClientCompany]


PandaTip: PandaDoc includes unlimited electronic signatures in every subscription. When you send this proposal template, you and your client will be able to view and sign on any computer, smartphone, or tablet.

Terms of Service

PandaTip: Including a table of contents makes it much easier to navigate lengthy terms of service. Before you send this proposal, we recommend having your legal counsel review the terms below to ensure that they’re right for your company.

1: Engagement
2: Term
3: Compensation & Payment
4: Independent Contractor
5: Audit
6: Confidentiality
7: Intellectual Property Rights
     A: Inventions
     B: Cooperation
8: Representations & Warranties
9: Insurance
10: Safety
11: Publicity
12: Acceptance
13: Termination
14: Liability & Indemnification
15: Miscellaneous

This Advertising Services Contract (this “Agreement” or this “Advertising Services Contract”), effective as of [Effective.Date], (“Effective Date”) is made by and between [Client.Company], a company organized and existing in [Client.Location], with offices located at [Client.Address] (“Company”) and [Sender.Company], a company organized and existing in [Sender.Location], with offices located at [Sender.Address] (“Provider”).

WHEREAS, Company wishes to retain [Sender.Company] to provide advertising services as more specifically set forth in the preceding pages; and

WHEREAS, Provider agrees to perform the services set forth in this Agreement and the preceding pages;

NOW, THEREFORE, in consideration of the foregoing recitals and the terms, conditions and covenants contained herein, it is hereby agreed as follows:

1: Engagement

Company hereby engages Provider and Provider agrees to render at the request of Company, advertising services (“Services”) as set forth in the preceding proposal document and other statements of work which may be added hereto by way of modification to this Agreement (“Statement of Work”), all of which are incorporated herein and form a part hereof. Services shall be ordered by the Company’s issuance of purchase orders that incorporate this Agreement by reference and / or statements of work that incorporate this Agreement by reference or are otherwise added to this Agreement by way of modification hereto. Provider shall provide the Services in a diligent and professional manner and in no event later than any scheduled completion dates set forth in the Statement of Work or the terms of any purchase order. Time is of the essence for this Agreement and any purchase orders and / or statements of work issued hereunder.

2: Term

The term of this Agreement shall commence on the Effective Date and continue until [Effective.Date], unless otherwise modified by mutual, written agreement of the parties or terminated as set forth herein.

3: Compensation & Payment

As consideration for the Services, and upon the submission of monthly invoices, within the payment terms stipulated herein, the Company shall pay Provider at the rates or in accordance with the milestone payment schedule set forth on purchase order(s) issued by Company or in the Statement of Work, for such Services as are actually rendered by Provider and accepted by the Company. In no event, however, shall Provider perform, or receive compensation for: (a) additional services not set forth in the Statement of Work without a formal, bilateral modification to the Statement of Work encompassing such additional services; (b) services involving contingency payments prohibited by any applicable law or regulation or by the Company’s contract; or (c) services rendered that result in billings to the Company that are in excess of [Agreement.NTE] which is the total ceiling value or not-to-exceed (NTE) value for this Agreement.

If expressly provided for in the Statement of Work and expressly not included in the firm-fixed-price that may be established in the Statement of Work, Company shall reimburse Provider for reasonable and necessary out-of-pocket travel and other miscellaneous expenses relating to this Agreement, which are incurred at the direction of, and upon the prior written approval of, the Company. Such reasonable travel expenses include air/rail travel, taxis, auto rentals, meals, and lodging, provided that such reimbursement will not be in excess of that allowed by the paragraph above, and provided that no reimbursement shall be made for Provider’s commuting to facilities within a fifty-mile radius of Provider’s home or place of business.

Travel must be authorized by Company prior to any anticipated reimbursable travel. Reimbursement for reasonable and actual expenses shall be made in accordance with the following rates:

  • Air travel – Lowest unrestricted coach fare
  • Rented Automobile – Compact Type, unless not practical
  • Meals, Incidentals, Lodging (Accommodations) & Private Vehicle Usage – Actual and reasonable costs supported by original receipts, or the rates and allowances specified in Appendices B, C and D of the Treasury Board of Canada Travel Directive Effective April 1, 2008 (revised January 15, 2009), whichever is less.
  • Miscellaneous Expense – Actual and reasonable pre-approved costs that are directly and reasonably required for performance of the Services.
  • Alcohol and most entertainment costs are NOT allowable expenses, will not be reimbursed by Company, and shall not be included in any manner in any invoice submitted hereunder.

All invoices shall include a breakout and description of the Services rendered, along with the actual hours and expenses incurred (for T&M type services) and milestone descriptions (for FFP type services), receipts (if required), and shall be submitted in a format prescribed by the Company indicating the applicable purchase order number issued by the Company or Statement of Work for which the invoice relates.

Company shall make payment within forty-five (45) days after receipt of a proper invoice that complies with the requirements of this Agreement. Company may withhold any amounts in an invoice that are in dispute, are contrary to the requirements of this Section 3, or are not substantiated by proper receipts.

Payments made to Provider shall not constitute or be construed as acceptance of any of the Services performed by Provider under this Agreement.

4: Independent Contractor

Provider and Company shall at all times be deemed to be independent contractors and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture or other combined business organization. Provider shall hold no authority, express or implied, to commit, obligate or make representations on behalf of Company and shall make no representation to others to the contrary. Nothing herein is intended nor shall be construed for any purpose as creating the relation of employer and employee or agent and principal between the parties. Except as otherwise specified herein, Provider retains the right to direct, control or supervise the details and means by which the consulting Services are provided. Provider’s employees shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of Company employees.

Provider shall be responsible for payment of all foreign and domestic taxes arising out of the Provider’s activities in connection with this Agreement, including without limitation, sales, goods and services, excise, value added or similar taxes, whether of federal or other jurisdictional level, social security taxes, unemployment insurance taxes, and any other taxes or business license fees as required. Company shall not be responsible for withholding any income or employment taxes whatsoever on behalf of Provider, and Provider further agrees to indemnify, defend and hold Company harmless from and against any claims or action arising out of or relating to Provider’s failure to withhold such taxes on behalf of Provider or Provider’s employees.

5: Audit

Provider shall retain all books, records, documents and other evidence pertaining to its Services rendered and billings made under this Agreement (“the Records”). The Records shall be subject to inspection and audit by Company and the Government (if necessary) at all reasonable times and upon reasonable notice for a period of three (3) years after final payment under this Agreement. If any audit of Provider’s invoiced charges demonstrates that Provider’s invoiced charges exceed the correct charges, Provider shall immediately pay or refund such excess charges to Company’ account, and if such excess charges exceed the correct charges by more than five percent (5%), Provider shall also pay or reimburse Company for all reasonable costs of such audit, to include any reasonable costs (including attorneys fees and costs) incurred by Company in collecting such excess charges from Provider.

6: Confidentiality

Each party shall receive in confidence (“receiving party”) from the other party (“disclosing party”) and treat as confidential all technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form, (ii) pertains in any way to such party’s (or its affiliates’) business plans or methods, or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the disclosing party had a reasonable expectation that the receiving party would know that the information is confidential or proprietary (collectively, “Proprietary Information”). Information that is disclosed orally or visually to a receiving party shall also be deemed Proprietary Information if the disclosing party identifies such information as proprietary at the time of disclosure and, within thirty (30) days after such disclosure reduces the subject matter of the disclosure to writing and submits it to the receiving party.

A receiving party shall hold Proprietary Information received from the disclosing party in confidence, shall use such information only for the purpose of and in accordance with this Agreement and shall not further disclose such information to any third party without the prior written approval of the original disclosing party. The obligation to protect the confidentiality of Proprietary Information shall extend for a period of five (5) years following a party’s receipt of Proprietary Information.

The restrictions of this Section shall not apply to any information: (i) lawfully received from another source free of restriction and without breach of this Agreement, (ii) that is published or becomes generally available to the public without breach of this Agreement, (iii) known by the receiving party prior to the time of disclosure, (iv) independently developed by the receiving party without resort or access to the Proprietary Information; or (v) that the disclosing party has approved for further release by the receiving party.

Proprietary Information shall remain the property of the disclosing party and shall be returned or destroyed upon written request or upon termination or expiration of this Agreement. Receiving party may retain in the files of its legal counsel for archival purposes only, one copy of all written materials returned.

7: Intellectual Property Rights

A: Inventions

  • Provider shall promptly disclose to Company all inventions, software, development, improvements, and contrivances (hereinafter “Inventions”) in Provider’s field of endeavor in the line of Company’ present or future business which are made or conceived or actually or constructively reduced to practice by Provider or with Provider’s assistance or under Provider’s direction in the course of performance during the term and any extension of the term of this Agreement, whether or not patentable and whether made by any of Provider’s employees solely or jointly with others, which relate to or are suggested by or result from any Services which the Provider may perform pursuant to this Agreement or from any information obtained by the Provider in any discussions or meetings with employees of Company.
  • Provider shall assign and does hereby assign all Provider’s rights, title and interest in and to said Inventions to Company, and shall assist Company in every way to protect, at Company’ expense, said Inventions, including but not limited to, the signing of patent applications, oaths and assignments in favor of Company relating to the said Inventions, respecting such applications in the United States and in any and all foreign countries and shall assist in any interference proceedings or litigation involving any patents that may be obtained for such Inventions.
  • Provider shall make no applications for patents on any such Inventions except for Company’ benefit as herein provided.

B: Cooperation

  • “Intellectual Property Rights” shall mean all intellectual and industrial rights, including intellectual and industrial rights to inventions and patents for inventions, including reissues thereof and continuations in part, copyright, designs and industrial designs, trademarks, know-how, trade secrets and confidential information, and other proprietary rights. Provider hereby undertakes and agrees to cause any individuals contracted by it or employed by it to perform work hereunder to waive all moral rights and droits de suite in and to all intellectual property, including Inventions and copyrightable materials, created by such individuals in their performance of this Agreement and does waive, for itself, any and all moral rights it may have in and to any such intellectual property created in the performance of this Agreement. Provider further agrees that, subject to the above paragraphs and all subparagraphs thereunder, during and after the term of this Agreement, Provider shall execute any documents necessary to vest full title in any such intellectual property in Company, and will otherwise assist Company in obtaining, either for itself or its assigns, at Company’ expense, all advantages and benefits which may be derived from any such intellectual property, in every proper way during and subsequent to this Agreement, including the securing of all Intellectual Property Rights.
  • Provider agrees that, with respect to all copyrightable materials which were not first produced, programmed or designed by Provider but were incorporated into Services performed and delivered to Company in connection with this Agreement, Provider shall grant a royalty-free, non-exclusive, and irrevocable license to Company to use, reproduce, dispose of, translate, publish and to authorize others of Company’ choosing to do the same with respect to any and all said materials, provided this license shall be only to the extent the Provider has the right or in the future acquires the right to grant such licenses without becoming liable for any compensation to others solely because of such grant. In this regard, Provider further agrees to promptly notify Company of any such limitation of which Provider is aware concerning said materials.
  • Data — All notes, drawings, designs and technical data developed in connection with or pursuant to the terms of this Agreement shall become and/or remain the exclusive property of Company, and Company shall have the exclusive right to use and disclose them for any purpose. Upon completion of the Services or earlier termination of this Agreement, Provider agrees to promptly deliver to Company all materials, including all copies thereof, that are in Provider’s possession or under his/her control that were developed in connection with this Agreement

8: Representations & Warranties

Provider represents and warrants that Provider and each officer or employee thereof who renders Services hereunder:

  • shall perform the Services in accordance with the highest standards of professional skill and that for a period of six (6) months from the completion date of the Services, Provider shall, at no charge to Company, furnish such materials and services as may be necessary to correct any defects in the materials or deliverables developed under the applicable Statement of Work;
  • shall comply with all applicable federal and other jurisdictional laws, including local laws, in performing the Services;
  • has a legal right to remain and work in Canada and, if any of the Services are performed in the United States or on behalf of the United States Government, the United States, and that Provider shall indemnify, defend and hold Company harmless against any claims, penalties, fees or charges of any kind whatsoever arising out of or as a result of Provider’s failure to comply with applicable immigration laws;
  • it has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits the Provider from performing the Services;
  • hasn’t any relationship with any third party with whom Company has contracted which would cause such person to have a conflict of interest in relation to this Agreement or in respect of the Services. Should any such conflict of interest arise during the term of this Agreement, the Provider covenants and agrees to immediately notify Company; and
  • is and will continue to be, where applicable, a GST / HST registrant in accordance with the Excise Tax Act (Canada) for the term of this Agreement.

9: Insurance

Provider agrees to procure and maintain during the term of this Agreement, at Provider’s own cost and expense, liability and property damage insurance, including automobile and contractual liability, with the following minimum liability limits:

  • $1,000,000 for injuries or death to any one person;
  • $1,000,000 for injuries or death(s) from any one accident; and
  • $1,000,000 for damage to property.

Provider agrees to provide appropriate certificates or other evidence of such insurance coverage as may be requested by Company. Provider agrees that the procurement and maintenance of the above insurance coverage shall not limit or affect any liability that Provider may incur under this Agreement or otherwise.

10: Safety

Provider agrees to comply with all federal, provincial and territorial occupational health and safety laws, regulations and standards, and all Company’s safety rules of which Provider has notice, regarding the performance of Services under this Agreement. Provider agrees to communicate Company’s safety rules to Provider’s contractors and employees. Provider is responsible for maintaining a safe workplace by following commercially accepted safety and health rules and practices. Provider is responsible for immediately reporting accidents, injuries, and unsafe equipment, practices or conditions related to Provider’s performance of work for Company to the Authorized Representative of Company identified herein. Company is committed to keeping its workplaces free from hazards.

Provider authorizes Company to provide minor first aid to those individuals performing Services on behalf of Provider hereunder, with the consent of the injured person, for injuries sustained on Company’ property. If Company believes immediate emergency care is necessary for an illness or injury to Provider’s employees, Provider authorizes Company to call for ambulance service, and Provider agrees to pay (or to reimburse Company) for any such ambulance charge.

Provider shall defend, indemnify and hold Company and its officers, directors and employees harmless from and against all expenses, costs, damages, liabilities and losses incurred by Company in connection with any claim, investigation, demand, action, suit or proceeding arising out of or resulting from the provision of any medical care or treatment to those individuals performing Services on behalf of Provider hereunder or the calling of ambulance services for such employees by Company.

11: Publicity

Except as required by law, Provider shall not issue any press release or make any other public statement relating to this Agreement, any Services performed under this Agreement, or any of the transactions contemplated by this Agreement, without obtaining the prior written approval of Company as to the contents and the manner of presentation and publication of such press release or public statement.

12: Acceptance

If Company is not reasonably satisfied with any Service, it will so notify Provider with an explanation of the deficiency. Provider will, at its own expense, re-perform the Service within fifteen (15) days after receipt of Company’s notice of deficiency. The foregoing procedure will be repeated until Company accepts or finally rejects the Service in its reasonable discretion.

13: Termination

This Agreement may be terminated by either party in the event the other party fails to perform its obligations hereunder on time, fails to assure timely performance, or otherwise fails to perform its material obligations; provided, however, that prior to such termination the terminating party notifies the defaulting party in writing at least ten (10) days in advance, states the reasons why the Agreement should be terminated and affords the defaulting party an opportunity to cure any alleged default during such ten (10) day notice period.

Either party may terminate this Agreement, upon notice and without liability, in the event the other party: (a) files a petition in bankruptcy; (b) has filed against it an involuntary petition in bankruptcy not dismissed within sixty (60) days; (c) consents to the appointment of a receiver, custodian, trustee or liquidator; or (d) dissolves, liquidates or makes a general assignment for the benefit of creditors.

Company may terminate this Agreement, or any Services to be performed hereunder, in whole or in part, without cause and for its own convenience, by providing Consultant written notice of termination at least seven (7) days in advance, specifying the extent to which the Agreement is so terminated and the date upon which such termination becomes effective. Company shall have no liability for such termination except for liability for Services rendered or expenses incurred by Consultant in accordance with this Agreement prior to the effective date of such termination and for which payment has not been made.

Upon termination of this Agreement, Consultant shall return to Company all copies of any Company data, records, or materials, of whatever nature and regardless of media. Consultant shall also furnish Company with all work in progress or portions thereof. Within thirty (30) days following termination or expiration of this Agreement, Consultant shall submit to Company a termination proposal detailing the work completed and accepted by Company and the proposed value of such completed and accepted work. The amount due Consultant as a result of any termination hereunder will be as follows:

1. For Services performed on a firm-fixed-price (FFP) basis:
The lesser of 1) a prorated portion of the overall Statement of Work price based on the percent of the work completed and accepted up to the date of termination or 2) actual hours expended under the Statement of Work at the Consultant’s most favored rate for such consulting services, such hours to be supported with suitable records.

2. For Services performed on a time-and-materials (T&M) basis:

Actual hours expended under the Statement of Work for accepted Services at the hourly rates set forth in the Statement of Work.

Upon payment of the agreed to termination settlement amount, Company shall thereafter have no liability or obligation to Consultant for any further compensation, fees, expenses or other payments related to this Agreement.

14: Liability & Indemnification

Neither Company, nor its officers, directors, employees, affiliates, or parent companies shall be liable for any injury to the person or property of Provider or its employees or contractors, except to the extent that such injury was directly caused by the fault or negligence of Company or its employees acting within the scope of their employment.

In addition to any other indemnification obligation herein, Provider shall indemnify, defend and hold Company and its officers, directors, and employees, harmless from and against all expenses, costs, damages, liabilities and losses (including, without limitation, reasonable attorneys fees) incurred by Company in connection with any claim, investigation, demand, action, suit or proceeding (whether civil, criminal, administrative or investigative) arising out of or resulting from Provider’s performance of the Services, including but not limited to, the following:
Provider’s failure to deduct and pay taxes required by law on compensation Provider is obligated to pay to its officers, employees or independent contractors; and
Personal injury or death, as well as loss or damage to property, caused directly or indirectly by the acts, omissions or negligence of Provider or any of Provider’s agents, employees, officers or independent contractors engaged in the performance of the Services under this Agreement.

15: Miscellaneous

  • Severability — If any provision of this Agreement shall be held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement shall remain in full force and effect to accomplish the intent and purpose of the parties. The parties agree to negotiate the severed provision to bring the same within the applicable legal requirements to the extent possible.
  • Governing Law — The validity, interpretation and/or enforcement of this Agreement shall be governed by the laws of [Sender.State], including its recognition of applicable federal law, but excluding such jurisdiction’s choice of law rules.
  • No Waiver — Any failure or delay by either party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other party of the provisions of this Agreement shall not operate or be construed as a waiver thereof. No waiver shall be binding on either party unless it is in writing and signed by an authorized representative of the party to be bound.
  • Survival — The obligations in this Agreement that by their terms naturally survive the expiration or termination of this Agreement shall so survive, including without limitation Sections 5, 6, 7, 8, 13, 14, 15, 18 and 20.
  • Contradictory Terms — Notwithstanding any provisions on any form supplied by Company or Consultant, all purchase orders or requests for service issued pursuant to this Agreement or in connection with the Services to be provided hereunder shall be subject to and governed by the terms and conditions of this Agreement and the attachments hereto. No provision that alters, revises, or supplements the terms of this Agreement, which may appear on any purchase order, or other form provided by the parties shall have any force or effect unless such provision(s) are agreed to in writing by Company and Consultant and are expressly incorporated herein.
  • Anti-Assignment — Neither party may assign, subcontract, or otherwise transfer its rights or obligations under this without the prior written consent of the other party, which shall not be unreasonably withheld.
  • Integration/Modification — This document and any exhibits or attachments hereto embody the entire Agreement of the parties with respect to the subject matter hereof and supersede and cancel all previous negotiations, agreements or commitments by the parties, whether oral or written. This Agreement may not be released, canceled, abandoned, amended or modified in any manner except by an instrument in writing duly signed by each of the parties hereto.
  • Disputes – The parties agree that prior to bringing any legal action upon any dispute or controversy between the parties arising under or in connection with this Agreement (“Dispute”) they will attempt to settle such matter through good faith negotiations. Failing such efforts, the parties agree and consent to exclusive venue and jurisdiction in the State and Federal courts of [Sender.State] and each party waives any defense of inconvenient forum in connection with such proceedings. The parties acknowledge and agree that the foregoing shall not prevent a party hereto from seeking or obtaining injunctive, preliminary or provisional relief to enforce a party’s rights or to prevent immediate or irreparable harm to a party, including but not limited to the rights set forth in Sections 6 and 7 of this Agreement.
  • Counterparts – This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one agreement. To evidence the fact that it has executed this Agreement, a party may send a copy of its executed counterpart to the other party by electronic transmission and the signature transmitted by such transmission shall be deemed to be that party’s original signature for all purposes.
  • Acknowledgement – The parties acknowledge that they have read and understand this Agreement, and agree to be bound by its terms and conditions in their entirety.
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