Workshop Terms and Conditions

  1. Fees. Up to fifty percent (50%) of our fee is due upon your execution of this Agreement. The remaining balance of our fee will be due when we present you with the completed Project Proposal. If you provide us with credit-card information, you authorize us to charge the credit-card number you provide for the fees due under this Agreement when they become due.
  2. Initial Payment Nonrefundable. Your initial payment is nonrefundable because we will begin scheduling work, making staff assignments, and allocating resources (which may include us turning down other work from new or existing clients) upon your initial payment, and the damages we will suffer if you terminate this Agreement before completion will be difficult or impossible to estimate at the time of termination. If you terminate this Agreement before completion, the initial payment is intended to serve as liquidated damages, not as a penalty, and you agree that it is a reasonable pre-estimation of the actual damages that will occur if you terminate this Agreement before completion.
  3. In-Person Meetings or Videoconference. All meetings will be held at our office or by video- or teleconference, whichever you prefer.
  4. Confidential Information.
    1. Your Confidential Information. When used in this Agreement, your “Confidential Information” means all information you provide us except information that:
      1. is made freely available by you or is published or otherwise made available to the
      2. is or becomes known to the public through no fault of our own;
      3. is known to us before we receive the information from you; or
      4. becomes known to us through disclosures by a third party that we reasonably believe in good faith is entitled to disclose it.
    2. Duty of Confidentiality. Except as you expressly permit in writing, we will not use in any way or disclose any of your Confidential Information to anyone not employed by us. With respect to the portions of your Confidential Information that are trade secrets, this duty of confidentiality will apply for as long as the information does not become generally known through legitimate means. With respect to the portions of your Confidential Information that are not trade secrets, this duty of confidentiality will expire one year from the date of the execution of this Agreement.
    3. Duties If Legally-Compelled Disclosure Is Sought. If we receive a subpoena or other validly issued administrative or judicial process that requests that we disclose any your Confidential Information, we will—to the extent not prohibited by law—promptly notify you and tender to you the defense of the demand. If you request, we will cooperate with and assist you (at your expense) in seeking to have the demand limited, quashed, or extended.
  5. All Proprietary Rights Assigned to You. All proprietary rights in the things that we design or create for you will automatically be assigned to you upon payment of all sums due under this Agreement, and you will then own all rights in the things that we design or create for you. In this regard, upon payment of all sums due under this Agreement, we irrevocably assign to you all proprietary rights in the things that we will design or create for you. The rights transferred by this assignment are transferred in perpetuity and apply throughout the universe and to all media and channels of distribution now known or that may be developed in the future.
  6. Time. Time is of the essence of this Agreement.
  7. Force Majeure. Except for payment obligations, neither party will be held responsible for any delay or failure in performance to the extent that the delay or failure is caused by fires, strikes, embargoes, explosions, earthquakes, floods, wars, water, the elements, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, inability to secure materials or transportation of materials, acts or omissions of carriers or suppliers, or other causes beyond its reasonable control.
  8. Limitation of Liability. our entire liability for all causes of action, whether in contract, warranty, or tort (including negligence), for any claims relating to or arising under this agreement is limited in the aggregate to the total fee paid by you under this agreement.
  9. Applicable Law. This Agreement will be governed by the laws of the State of Georgia without regard to its conflict-of-law rules.
  10. Jurisdiction and Venue for Disputes. Any legal action or proceeding arising out of or relating to this Agreement must be brought in the Superior, State, or Magistrate Court of Fulton County, Georgia, or the Atlanta Division of the United States District Court for the Northern District of Georgia. Each party consents to the personal jurisdiction of these courts and waives any claim or defense based on any alleged lack of jurisdiction, improper venue, forum non conveniens, or any similar basis.
  11. Attorney’s Fees. If we have to collect on your account, you will pay for all collection costs, including reasonable attorney’s fees.
  12. Entire Agreement. This Agreement is the entire agreement between us concerning the subject matter hereof. Any prior agreements, promises, negotiations, warranties, or representations not expressly set forth in this Agreement are void.
  13. Severability. If any part of this Agreement is for any reason held to be unenforceable, the rest of the Agreement will remain fully enforceable.
  14. Authority to Execute Agreement. I represent and warrant that I am authorized to enter into this Agreement on my company’s behalf.