Master Services Agreement
Last Updated: January 2025
For questions, please contact: clientcare@fellows.agency
INTRODUCTION
We provide a variety of creative services designed to help your business grow and stand out. These are our terms of service (the “Agreement”), which set out your legal rights and obligations in connection with the Services we provide to you.
By using or accessing our Services, you are agreeing to these terms and a binding contract is being formed, so please read it through in its entirety.
PART 1: BASIC TERMS AND CONDITIONS
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Scope of Work document(s), together with any other supplements designated below, and together with any exhibits, schedules or attachments hereto.
1.2 Client means your company, as identified on the top of Schedule A.
1.3 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings, and other creative content provided by you for use in the preparation of and/or incorporation in the Deliverables.
1.4 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Canadian Copyright Law.
1.5 Design, Designs, Video and Videos means all creative content developed by us, or commissioned by us for the Project and incorporated in the Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, videography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and our selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.6 Designer and Videographer means Fellows AgencyInc., referred to herein as “Fellows” or“Fellows Agency”.
1.7 Deliverables means the services, videos, website, files and other completed products to be delivered by us to you, in the form and media specified in the Scope of Work.
1.8 Designer Tools means all design tools developed and/or utilized by us in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
1.9 Effective Date means the date upon which this Agreement is executed by both Parties.
1.10 our, ours, us and we mean Designer and Videographer (FellowsAgency Inc.).
1.11 Preliminary Works means all creative content including, but not limited to, concepts, ideas, individual design elements, sketches, visual presentations, rough cuts and initial video edits, or other alternate or preliminary designs, video examples and documents developed or commissioned by us, and which may or may not be shown and or delivered to you for consideration but do not form part of the Designs.
1.12 Project means the scope and purpose of your identified usage of the work product as described in the Scope of Work.
1.13 Services means all services and theDeliverables to be provided to you by us as described and otherwise further defined in the Scope of Work.
1.14 Scope of Work means the scope of work attached hereto as Schedule A, which is hereby incorporated into this Agreement and is subject to section 16.8 herein.
1.15 Third Party Materials means proprietary third-party materials which are incorporated into the Deliverables, including without limitation, stock photography, video or illustration.
1.16 Trademarks means trade names, words, symbols, designs, logos or other devices or designs provided by you and used in the Deliverables to designate the origin or source of the goods or services of yours.
1.17 Working Files means all underlying work product and digital files utilized by us to create the Preliminary Works and Designs other than the format comprising theDeliverables.
1.18 you and your mean Client.
2. Rights Reserved to Designer
Preliminary Works/Working Files. We retain all rights, including ownership, proprietary rights, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, unless and only to the extent specifically conveyed pursuant to this Agreement.
Designer Tools. DesignerTools and all rights therein, including ownership, proprietary rights, intellectual property rights and Copyrights, shall be held solely by us, except to the extent licensed to you pursuant to this agreement. We hereby grant to you a nonexclusive, nontransferable (other than the right to sublicense such uses to your publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Designer Tools solely with theDeliverables for the Project. You may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify anyDesigner Tools comprising software or technology.
3. Assignment of Rights
Designs and Videos.Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, we assign to you all of our Copyrights in and to the Videos (except to the extent that such Videos consist of any Third-Party Materials or Trademarks). We shall cooperate with you and shall execute any additional documents reasonably requested by you to evidence such assignment, and you shall reimburse us for our reasonable time and out-of-pocket expenses in connection therewith.
Trademarks. You shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties.
Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of you or your respective suppliers, and you or your suppliers shall be the sole owner of all trademarks, trade secrets, patents, Copyrights, and other rights in connection therewith.
Third Party Materials. Intellectual property rights in Third PartyMaterials shall be owned by the respective third parties. We shall inform you of all Third-Party Materials to be procured by us that you may need to license at your own expense, and unless otherwise arranged by you, we shall obtain a license for you to use the Third-PartyMaterials consistent with the usage rights granted herein.You shall indemnify, save and hold us harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third-party arising out of your failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to Trademarks and Third-PartyMaterials included in the Designs at your express written request or with your prior written approval. The foregoing indemnification shall not apply to the extent that the claim arises from (i) intellectual property or other information provided or used by us in the Designs without your written requestor approval; (ii) our use of the Trademarks or Third Party Materials here under other than as instructed by you; (iii) our failure to use corrections or modifications made available by you, if such corrections or modifications would have prevented infringement; (iv) or our use of the Trademarks or Third PartyMaterials in combination with any product or information not owned, developed or instructed by you to use.
4. Client Responsibilities and Timelines
You acknowledge that you shall be responsible for performing the following in a reasonable and timely manner and always in accordance with the specific timelines set forth below where applicable:
(a) coordination of any decision-making with parties other than us;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Scope of Work;
(c) final proofreading and in the event that you have approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product,
you shall incur the cost of correcting such errors;
(d) ensuring that all information and claims comprising Client Content are accurate, conform to applicable standards in your industry, do not infringe the rights of any third-party and are not slanderous or libelous; and
(e) abiding by all project timelines.
5. Fees and Charges
1.1 Fees.In consideration of the Services to be performed by us, you shall pay Fees (as defined in the Scope of Work) to us in the amounts and according to the payment schedule set forth in the Scope of Work, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
1.2 Additional Costs.The Project pricing includes our fee only. Any and all additional costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online accessor hosting fees, or termination-for-convenience fees will be billed to you unless specifically otherwise provided for in the Scope ofWork. We will notify you at the outset of the project or in advance of incurring Additional Costs and these fees will be billed to you only with written approval from you.
1.3 Invoices. All invoices are payable within thirty (30) days of receipt. A monthly service charge of 1.5% (or the greatest amount allowed by Provincial law), which is an effective annual interest rate of 18% is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. You shall be responsible for all collection or legal fees necessitated by lateness or default in payment. We reserve the right to withhold delivery or transfer of the Deliverables, or any corresponding transfer of ownership in same if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees,Charges, or the costs of Changes. We will not issue refunds.
6. Changes and Acceptance
6.1 General Changes. Unless otherwise provided in the Scope of Work, and except as otherwise provided for herein, you shall pay additional charges for changes requested by you which are outside the scope of the Services on a time and materials basis, at our standard hourly rate of $125 per hour (plus HST) (“Changes”). Such charges shall be in addition to all other amounts payable under the Scope of Work, despite any maximum budget, contract price or final price identified therein. We may extend or modify any delivery schedule or deadlines in the Scope ofWork and Deliverables as may be required by such Changes. Where Changes result in increasedFees or expenses to the Client, the Client shall not be permitted tore-allocate the project budget for one Project or deliverable to another one without the express written approval of the Agency.
6.2 Timing.We will prioritize performance of the Services as may be necessary or as identified in the Scope of Work, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Scope of Work. You agree to review Deliverables within the time identified for such reviews and to promptly either,
(i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify your concerns, objections or corrections to us. We shall be entitled to request written clarification of any concern, objection or correction. You acknowledge and agree that our ability to meet any and all schedules is entirely dependent upon your prompt performance of your obligations to provide materials and written approvals and/or instructions pursuant to the Scope of Work and that any delays in your performance or Changes in the Services or Deliverables requested by you may delay delivery of theDeliverables. Any such delay caused by you shall not constitute a breach of any term, condition or obligation of ours under this Agreement.
6.3 Review and Acceptance. You, within five (5) business days of receipt of each Deliverable, shall notify us, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Scope ofWork, or of any other objections, corrections, changes or amendments you wish made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and we will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from you, the Deliverable shall be deemed accepted.
7. Accreditation / Promotion
All displays or publications of the Deliverables may bear accreditation and/or copyright notice in our name in the form, size and location as incorporated by us in the Deliverables. Unless expressly outlined otherwise in the Scope of Work, we retainthe right to reproduce, publish and display the Deliverables in our portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of marketing and promotions and recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
8. Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works(“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence allConfidential Information, shall not disclose Confidential Information to any third-party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Scope of Work except as may be required by a court or governmental authority. Notwithstanding the foregoing, ConfidentialInformation shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third-party without an obligation of confidentiality.
9. Relationship of the Parties
9.1 IndependentContractor. We are an independent contractor, not an employee of yours or any company affiliated with you.
We shall provide the Services under your general direction, but we shall determine, in our sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in thisAgreement. All rights, if any, granted to you are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
9.2 DesignerAgents. We shall be permitted to engage and/or use third-party designers, videographers or other service providers as independent contractors in connection with the Services (“Designer Agents”). Notwithstanding, we shall remain fully responsible for such Designer Agents’ compliance with the various terms and conditions of thisAgreement.
9.3 NoExclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. You are free to engage others to perform services of the same or similar nature to those provided byus, and we shall be entitled to offer and provide design and video services to any others, solicit other clients and otherwise advertise the services offered by us.
10. Warranties and Representations
10.1 ByClient. You represent, warrant and covenantto Designer that (a) you own all right, title,and interest in, or otherwise have full right and authority to permitthe use of the Client Content, (b) the Client Content is accurate, legal, conforms to ethical standardsof the your industry, does not infringethe rights of any third-party,and use of the Client Content as well as any Trademarks in connection with theProject does not and will not violate the rights of any third parties, (c) youshall comply with the terms and conditionsof any licensing agreements which govern the use of Third Party Materials, and(d) you shall comply with all lawsand regulations as they relate to the Services and Deliverables.
10.2 By Designer.(a) We hereby represent, warrant and covenant to you that we will provide the Servicesidentified in the Agreement in a professional and workmanlike mannerand in accordance with all reasonableprofessional standards for such services; (b) we further represent, warrant andcovenant to you that (i) except for Third PartyMaterials and ClientContent, the Deliverables shall be our originalwork and/or original work of our independent contractors, (ii) in the event that the Deliverables include thework of independent contractors commissioned for the Projectby us, we shall have secureagreements from such contractors grantingall necessary rights,title, and interestin and to the Deliverables sufficient for us to grant the intellectual property rights providedin this Agreement, and (iii) tothe best of our knowledge, the Videos provided by us and our subcontractors do not infringethe rights of any party, and use of same in connection with the Projectwill not violatethe rights of any third parties. INTHE EVENT YOU OR THIRD PARTIES MODIFY OR OTHERWISE USE THE DELIVERABLES OUTSIDEOF THE SCOPE OR FOR ANY PURPOSE NOTIDENTIFIED IN THE SCOPE OF WORK OR THIS AGREEMENT OR CONTRARY TO THE TERMS ANDCONDITIONS NOTED HEREIN, ALL REPRESENTATIONS AND WARRANTIES MADE BY US SHALL BEVOID.
11. Disclaimer of Warranty
EXCEPT FOR THEEXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSOR IMPLIED, INCLUDING BUT NOT LIMITED TOWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS ORGOVERNMENT RULES OR REGULATIONS APPLICABLETO THE PROJECT. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR OUR LICENSORSWARRANT THAT ACCESS TO THE DELIVERABLES, THE MATERIALS AND/OR THE SERVICESAVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THATDEFECTS, IF ANY, WILL BE CORRECTED; NOR DO WE OR OUR LICENSORS MAKE ANYREPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY,COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THESERVICES, THE MATERIALS OR THE SITE.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE DELIVERABLES AND YOURRELIANCE UPON THE SERVICES AND/OR THE MATERIALSIS AT YOUR SOLE RISK.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADEAVAILABLE IN CONNECTION WITH THEDELIVERABLES IS NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX,LEGAL OR OTHER PROFESSIONALS. THE SERVICESDO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE. FURTHER, WE AND OURLICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THEMATERIALS ARE APPROPRIATE ORAVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SERVICES OR THE MATERIALS OUTSIDE OFCANADA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUTLIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.
12. Indemnification
12.1 By Client. You agreeto indemnify, hold harmless, and defend us and our licensors, suppliers,officers, directors, employees, agents, affiliates, subsidiaries, successorsand assigns (collectively "Indemnified Parties") from and against anyand all liability, loss, claim, damages, expense, or costs (including but notlimited to attorneys' fees), incurred by or made against the IndemnifiedParties in connection with any claim, action, demand, complaint or controversyarising from or related to (i) your use (or anyone using your account) of theServices or the Site, (ii) your Content, or (iii) any Commercial Products youoffer on or through the Site or using our Services. This includes, but is not limited to, any breach or violation ofthis Agreement by you. You agree to fully cooperate at your expense asreasonably required by an Indemnified Party. Each Indemnified Party may, at itselection, assume the defense and control of any matter for which it isindemnified hereunder. You shall not settle any matter involving an IndemnifiedParty without the consent of the applicable Indemnified Party.
13. Limitation of Liability
OUR SERVICES ARE SOLD “AS IS”. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITYOF DESIGNER, OUR DIRECTORS, OFFICERS, EMPLOYEES, DESIGNER AGENTS ANDAFFILIATES (“DESIGNER PARTIES”), TO YOU FOR DAMAGES OF ANY KIND, INCLUDINGWITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECTOR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOSTPROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTEROR OTHERWISE) FOR ANY AND ALL CAUSES WHATSOEVER, AND YOUR MAXIMUM REMEDY,REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALLBE LIMITED TO THE NET PROFIT OF DESIGNER DERIVED FROM THIS AGREEMENT. IN NOEVENT SHALL WE BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESSINTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARYOR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES PROVIDED BY US,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ANDNOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOUHEREBY RELEASE US AND HOLD US AND OUR PARENTS, SUBSIDIARIES, AFFILIATES,LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS,AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OFEVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL,INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED,DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USEOF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANYTHIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY PROVINCIAL OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
14. Term and Termination
14.1 Term. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
14.2 Termination. ThisAgreement may be terminated for convenience at any time by either party upon 7 day’s notice:
(i) Inthe event of termination, we shall be compensated for the Services performed through the date of termination; you shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation (collectively the “Closing Costs”).
(ii) In the event of termination for convenience by you, you shall pay, in addition tothe above, an early termination feeequal to 25% of the total project fee.
(iii) Upon termination, and in exchange for the payment of Closing Costs, Designer shall deliverto you all reasonably available and deliverable materials developed to date pursuant to thisAgreement. Notwithstanding anything contained in this Agreement, these materials shall be delivered on an“as-is” basis with no warranty whatsoever and shall not constitute or includeDesigner Tools, Preliminary Works, Third Party Materials or Working Files.
(iv) Upon expiration or termination of this Agreement and upon request:(a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and(b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
15. General
15.1 Modification/Waiver.This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that our invoices may include, and you shall pay, expenses or costs that you authorize by electronic mail in cases of time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
15.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt (by automated confirmation or substantive reply by the recipient).
15.3 No Assignment.Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to theProject.
15.4 Force Majeure. We shall not be deemed in breach of this Agreement if we are unable to completethe Services or any portionthereof by reasonof fire, earthquake, flood, hurricane or other severeweather, labor dispute, act of war, terrorism, riot or other severecivil disturbance, death, illness or incapacity of Designer or any local,state, provincial, federal, national or international law, governmental orderor regulation or any other event beyondour control (collectively, “Force Majeure Event”).Upon occurrence of any Force MajeureEvent, we shall give noticeto you of our inabilityto perform or of delay incompleting the Services and shall propose revisions to the schedulefor completion of the Services.
15.5 Governing Law and DisputeResolution.The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of Canada and the Provinceof Ontario without regard to its conflictof law provisions or the conflict of law provisions of any otherjurisdiction. In the event of a dispute arising out ofthis Agreement, the parties agree to attempt to resolve any dispute bynegotiation between the parties. If they are unable to resolve the dispute,either party may commence mediationproceedings through an accredited mediator and pursuant to applicable mediationlegislation, or other forummutually agreed to by the parties. The parties herebywaive any jurisdictional or venue defenses availableto them and further consentto service of process by mail. You acknowledge that wewill have no adequate remedy at lawin the event you use the deliverables in any way not permitted hereunder, and hereby agree that we shall be entitled to equitable reliefby way of temporary and permanent injunction, and such otherand further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just andproper, in addition to any and all other remedies provided for herein.
15.6 Severability.Whenever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective andvalid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder ofthis Agreement shall nevertheless remain in full force and effect and the invalid or unenforceableprovision shall be replaced by a valid or enforceable provision.
15.7 Headings. The annotations, numberingand captions of the various sections are solely for convenience and referenceonly and shall not affect the scope, meaning, intent or interpretation of theprovisions of this Agreement nor shall such headings otherwise be given any legal effect.
15.8 Integration.This Agreement comprises the entire understanding of the parties hereto on thesubject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between theparties relating to the subject matter of this Agreement. In the event of a conflict betweenthe Scope of Work and any other Agreement documents, the terms of theScope of Work shall control. Any other ambiguities shall be resolved with themost reasonable and legally validconstruction, without regard to authorship of such provisions.
This Agreement comprises this Termsand Conditions document, the Scope of Work, and the following documents as indicated by the parties’initials.
By their execution in the Statement of Worko, the parties heretohave agreed to all of the terms and conditions of this Agreement effective as of the date of signature below, and eachsignatory represents that it has the full authority to enter into this Agreement andto bind her/his respective party to all of the terms and conditions herein.
If you have questions, please contact clientcare@fellows.agency.