This Agreement for Exchange of Services (“Agreement”) is made and effective the [DATE].

Between:

VENDOR Name (the “VENDOR”), whose main address at: VENDOR Address

And:

WARPAINT Media Inc. the (“AGENCY”), organized and existing under the laws of Ontario with a head office located at:

998 Oxford St E, London, Ontario CANADA

It is agreed as follows:

I. TERM OF CONTRACT
The services to be exchanged pursuant to this agreement shall be for the term Contract Term.
II. SERVICES TO BE EXCHANGED
A. Services To Be Provided By VENDOR:

[DESCRIPTION OF VENDOR SERVICES]
B. Services To Be Provided By AGENCY:

[DESCRIPTION OF AGENCY SERVICES]

C. CHANGES & ADDITIONAL SERVICES: The VENDOR must assume that all additions, alterations, required third party services, changes in content, layout or process changes requested, will alter the time and cost. All work completed outside the scope of this proposal will be either:

·  Charged at our standard rate of $40 for every half hour, or

·  Subject to a new, separate agreement reserving all rights of this agreement.

III. VALUE OF SERVICES

The AGENCY shall provide the VENDOR with media production services (i.e. [DESCRIPTION OF AGENCY SERVICES]), valued at $[DOLLAR VALUE] CAD.


IV. AUTHORIZED REPRESENTATIVE
VENDOR Name shall represent the VENDOR regardless of company name or affiliation in all matters pertaining to the services to be rendered under this Agreement.
V. TERMINATION OF AGREEMENT FOR CAUSE
The VENDOR or AGENCY may terminate this Agreement at any time by giving written notice of
such termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination.
VI. ASSIGNMENT OF THE WORK
In the interest of ensuring quality work, The AGENCY reserves the right to subcontract any project-related tasks.

VII. COPYRIGHT: Copyright of all Products created while performing Services for The VENDOR will be transferred to The VENDOR upon receipt of final payment, except in the cases described in “copyright exceptions”.

COPYRIGHT EXCEPTIONS:

The AGENCY reserves the right to reuse and re-license portions of the created Product as desired, as long as the portions are general solutions to common problems and are not specific to The VENDOR's product.

Any portions of The Product whose copyright is withheld by the AGENCY are licensed to The VENDOR for use in The Product under the MIT license: http://www.opensource.org/licenses/mit-license.php

VIII. LEGAL: We cannot be held liable if there is any lost profit or special damages that The VENDOR might experience as a result of The AGENCY's work. If The VENDOR is to pursue this matter legally, The AGENCY cannot be held liable for any costs, or expenses, including attorney fees.

IX. DISPLAY OF WORK: The AGENCY reserves the right to reference or feature completed or in-progress client work on the website, social media outlets, and portfolio of The AGENCY If The VENDOR requests a non-disclosure agreement be signed, an additional cash fee of 10% of total project dollar value will be billed.

X. MISCELLANEOUS PROVISIONS
A. AGENCY covenants that he presently has no interest, and shall not have any interest,
direct or indirect, which would conflict in any manner with the performance of service
required hereunder.

SIGNATURE:

By signing this Agreement, The VENDOR approves all sections, prices, fees, dates and services outlined herein.

THE VENDOR
[VENDOR NAME], [DATE]

I have the authority to bind the corporation.

THE AGENCY
Cameron Arksey of WARPAINT Media Inc., [DATE]

I have the authority to bind the corporation.