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Services, Non Disclosure Agreement, and Terms of Payment

This Page outlines the clauses typically found in Bright Ocean Marketing's Master Services Agreement,  Non Disclosure Agreements, and The Terms of Payments. Discussing and making agreements surrounding the causes of this page is a key step ahead of contracting services with Bright Ocean Marketing.

1. PARTIES

This Master Services Agreement (“Agreement”) and Non Disclosure Agreement (“NDA”) is entered into between:

Bright Ocean Marketing (“Agent”), a marketing services company owned by Lindsey Rogerson

2. PURPOSE

The purpose of this Agreement is to establish the general terms and conditions under which Bright Ocean Marketing will provide marketing and related services to the Company, as described in individual Statements of Work (SOWs) that may be executed and attached to this Agreement from time to time.

3. DEFINITIONS

For the purposes of this Agreement:

  • “Services” means the marketing, design, creative, partnerships management, campaign management, and research-related services to be provided by the Agent as described in each SOW.

  • “Deliverables” means all work products created or produced by the Agent as part of the Services.

  • “SOW (Statement of Work)” means a written document mutually agreed upon and signed by both Parties that details specific services, deliverables, fees, and timelines.

  • “Confidential Information” means all non-public business, financial, or technical information disclosed by one Party to the other, whether oral, written, or electronic.

4. RELATIONSHIP OF THE PARTIES

The Parties acknowledge and agree that:

  • The Agent is an independent contractor and not an employee, partner, or legal representative of the Company.

  • Nothing in this Agreement shall be construed as creating a partnership or joint venture relationship.

  • Each Party is solely responsible for its own employees, taxes, insurance, and business operations.

Neither Party shall have authority to bind the other to any obligation or contract unless expressly authorized in writing.

5. SCOPE OF SERVICES

The Agent may provide the following types of services, as further defined in applicable SOWs:

  • Marketing strategy and campaign development

  • Design and production of marketing assets

  • Branding, creative, and communication support

  • Market research and analysis

  • Marketing partnership management

Any additions, removals, or changes to the Services must be made through a written change order or new SOW signed by both Parties.

6. STANDARD OF PERFORMANCE

The Agent shall perform the Services using commercially reasonable efforts and in a professional manner consistent with industry standards.

The Agent does not guarantee any particular outcome or result (including but not limited to increases in sales, engagement, or traffic). 

The Agent cannot guarantee or control the actions, availability, or performance of third parties, including media platforms, software providers, or other vendors.

7. INTELLECTUAL PROPERTY

  • All intellectual property (IP) created by the Agent exclusively for the Company under a paid SOW is the sole property of the Company.

  • All IP owned by the Company will continue to be owned by the company during and after the agreement with the Agent. There is no transfer of ownership of any IP during this agreement.

  • Any pre-existing IP, tools, methods, templates, or software belonging to the Agent remain the exclusive property of the Agent

8. CONFIDENTIALITY & NON DISCLOSURE AGREEMENT

Both Parties agree to maintain the confidentiality of all Confidential Information disclosed during the term of this Agreement.

Definition of Confidential Information

“Confidential Information” includes all non-public, proprietary, or sensitive information disclosed in any form (written, oral, electronic, or otherwise), including but not limited to:

  • Business plans, marketing strategies, and customer information

  • Pricing, financial data, or operational details

  • Product or service concepts, research, or technical data

  • Any other information identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure

Confidential Information does not include information that:

a) Is or becomes publicly available without breach of this Agreement;

b) Is received lawfully from a third party without restriction; or

c) Is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

Obligations of The Receiving Party

The Receiving Party shall:

a) Use the Confidential Information solely for the purpose of the project;

b) Restrict disclosure of Confidential Information to its employees, contractors, or advisors who have a legitimate need to know and are bound by similar confidentiality obligations;

c) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care; and

d) Not copy, reproduce, or otherwise use the Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party.

Compelled Disclosure

If the Receiving Party is legally required to disclose any Confidential Information, it shall promptly notify the Disclosing Party (unless prohibited by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

Return or Destruction of Information

Upon the Disclosing Party’s written request, or upon termination of discussions, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession.

No License or Ownership

All Confidential Information remains the sole property of the Disclosing Party.

Nothing in this Agreement grants the Receiving Party any right, title, or license to use the Confidential Information except as expressly provided herein, for benefit of the Disclosing Party.

No Obligation to Proceed

Neither Party is obligated to proceed with any proposed business relationship or transaction, and each Party reserves the right to terminate discussions at any time.

Term of Confidentiality 

This Confidentiality Agreement shall remain in effect for five (5) years from the Effective Date.

The confidentiality obligations shall survive for five (5) years after termination or expiration of this Agreement, or as otherwise required by law.

Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm.

Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents that it:

  • Has full power and authority to enter into and perform under this Agreement;

  • Is not bound by any other agreement that conflicts with its obligations hereunder; and

  • Will comply with all applicable laws and regulations.

Disclaimer:

The Agent provides the Services “as-is” and makes no express or implied warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. COMPLIANCE LIMITATION

The Agent does not provide legal, regulatory, or compliance verification and approval services.

The Agent is not responsible for verifying or approving packaging, labelling, branding, or marketing assets for compliance with local, national, or international laws or regulations.

The Company is solely responsible for ensuring all marketing and communications materials comply with applicable laws and industry standards.

11. LIMITATION OF LIABILITY

In the case where the Agent behaves in accordance with this agreement:

  • The Agent’s total cumulative liability for any claims arising out of or related to this Agreement shall not exceed the total fees paid by the Company to the Agent in the sixty (60) days preceding the event giving rise to the claim.

  • In no event shall either Party be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or data, even if advised of the possibility of such damages.

12. NON-INDEMNIFICATION

Each party acknowledges and agrees that neither party shall have any obligation to indemnify, defend, or hold harmless the other party from or against any claims, losses, liabilities, damages, costs, or expenses of any kind. This includes its affiliates, officers, directors, employees, agents, or contractors. This includes claims that are direct or indirect, arising out of or related to this Agreement, or the performance of the parties hereunder. Each party shall be solely responsible for its own acts, omissions, and obligations, and any liabilities arising there from.

13. CHANGE ORDERS

Any request for changes to the services, scope, deliverables, or timelines must be documented in a written change order signed by both Parties.

Additional fees or extensions may apply.

14. COMPENSATION

Compensation, payment schedules, and expenses shall be set out in each applicable SOW.

Unless otherwise agreed:

  • Invoices are payable within 15 days of receipt.

Late payments accrue interest at 1.5% per month (18% annually).

15. TERMINATION WORKING AGREEMENTS

Either Party may terminate any scope of work:

  • For convenience, with two (2) weeks’ written notice; or

  • In the case where the Company has agreed to pay a reduced rate for a larger overall order of services, if the Company cancels a contract early, the Company will be required to pay the difference in rates for the hours actually worked.

  • For cause, if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) business days after written notice.

Upon termination, the Agent shall be paid for Services performed up to the effective termination date. No further compensation shall be due.

16. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, power or internet failures, or labor disputes.

17. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising from this Agreement through negotiation.

If unresolved within 30 days, the dispute shall be submitted to binding arbitration in Victoria, British Columbia, in accordance with the Arbitration Act of British Columbia.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to conflict of law principles.

19. ENTIRE AGREEMENT

This Agreement, together with any SOWs, constitutes the entire understanding between the Parties and supersedes all prior agreements, proposals, or representations, whether oral or written.

No informal communication (including emails, messages, or social media posts) shall be considered legally binding.

20. AMENDMENTS

This Agreement may be amended only by a written document signed by both Parties.

21. SEVERABILITY

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

22. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.

23. RENEWAL

This Agreement may be renewed, extended, or modified upon mutual written consent of both Parties.

24. PAYMENT TERMS

Payment is due within fifteen (15) days of the Client’s receipt of the invoice. All payments must be made by email money transfer (e-transfer) to the email address specified on the invoice, unless otherwise agreed in writing. Late payments accrue interest at 1.5% per month (18% annually).