PARTIES TO AGREEMENT

CONSULTANT:
The Get Smart Group
Box 1027 / 1211 S. Main St.  Suite 250
Angels Camp, CA 95222
415-800-2040

CLIENT:

International Jugglers' Association
Nathan Wakefield
PO Box 580005
Kissimmee, FL 34758

DESCRIPTION OF SERVICES

Beginning on May 18, 2024,  The Get Smart Group will provide to International Jugglers' Association the services that have been described in this proposal (collectively, the "Services"):

TERM

This Contract may be terminated by either party upon 30 days prior written notice to the other party. An email notice by one party will suffice.
 
WORK PRODUCT OWNERSHIP

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by The Get Smart Group in connection with the Services will be the exclusive property of International Jugglers' Association. 
 
CONFIDENTIALITY

The Get Smart Group, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Get Smart Group, or divulge, disclose, or communicate in any manner, any information that is proprietary to International Jugglers' Association. The Get Smart Group and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by International Jugglers' Association of these confidentiality obligations which allows The Get Smart Group to disclose International Jugglers' Association's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Confidential items include, but are not limited to:
PPC Keywords
SEO Strategies
Landing Pages
Sales scripts & training materials
Email content, sequences and general marketing strategy

Notwithstanding the above, The Get Smart Group may use anonymized versions of work product as part of our sales or training materials provided that such materials are generic and do not divulge the original client.

COMPENSATION & BILLING TERMS

Compensation and Billing Terms details are contained in the Billing Terms section of this proposal.

OUTSIDE EMPLOYMENT

During the term of this Agreement, Consultant may be engaged by one or more other institutions for his expertise.  It is fully acknowledged by International Jugglers' Association that Consultant may be contracted by similar companies who may be competitive with International Jugglers' Association. 

RECORED AND STORED COMMUNICATIONS

Email and telephone shall be the primary method of communication between The Get Smart Group and International Jugglers' Association.  All telephone conversations and meetings will be recorded and stored for purposes of clarity, training and dispersing key information to The Get Smart Group team.  Email communications will also be kept for a period of at least three years following the termination of this agreement.  Should it become necessary, all stored communications may be used in the course of settling a dispute between the parties.

USE OF CLIENT NAME FOR MARKETING PURPOSES

International Jugglers' Association agrees that The Get Smart Group may use client's company name and website address in The Get Smart Group's marketing materials including websites, brochures, emails and any other marketing communication deemed necessary by The Get Smart Group.
 
DEFAULT

The occurrence of any of the following shall constitute a material default under this Contract: 

• The failure to make a required payment when due.
• The insolvency or bankruptcy of either party.
• The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
• The failure to make available or deliver the Services in the time and manner provided for in this Contract.

REMEDIES

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
 
FORCE MAJEURE

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
 
ARBITRATION

Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place within 150 miles of San Francisco, CA. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any California court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

LIMITATION OF LIABILITY

IN NO EVENT WILL THE GET SMART GROUP BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE THE PRODUCT(S) DELIVERED OR THE BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TOTAL LIABILITY WILL BE LIMITED TO FEES PAID TO THE GET SMART GROUP.
 
ENTIRE AGREEMENT

This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
 
SEVERABILITY

If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
 
AMENDMENT

This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
 
GOVERNING LAW

This Contract shall be construed in accordance with the laws of the State of California.
 
NOTICE

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
 
WAIVER OF CONTRACTUAL RIGHT

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
 

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