Our Work
Explore how Channing & Company builds Better Brands by Design.
Filter by
Engagement Agreement
Engagement Agreement
This Engagement Agreement (“Agreement") is made and entered into asof______________, ("Effective Date") by and between _____________having its principal place of business at _______________ (“Client”), and Channing & Company, LLC, a Tennessee Limited Liability Company (“Channing & Co”).
1. Work; Acceptance
1.1 Channing & Company will use commercially reasonable efforts to cause the appropriate members of its independent contractor network (whether singular or plural, referred to herein as “Talent”) to be available to perform the Work (defined below) for Client in accordance with the terms of Exhibit A (the “Talent Outline Plan” or “TOP”) to this Agreement, which is hereby incorporated into this Agreement by this reference. The initial TOP will be attached to this Agreement and will be deemed accepted by Client and Channing & Company upon the Agreement being signed by both parties.
The parties may modify or terminate existing TOPs, or add subsequent TOPs, as agreed to by the parties in writing or as otherwise accepted by Client in the manner set forth below (each of which shall be added to Exhibit A and incorporated into this Agreement by reference). Channing & Company will provide Client with written notice of any modification or termination of an existing TOP, or the addition of any new TOP, and Client will have three (3) business days (“Notice Period”) to sign the updated TOP, or correct any errors or other deficiencies in such modifications, and provide such corrections to Channing & Company in writing.
Thereafter, Client will be deemed to have accepted any such changes if Client allows the beginning or continuation of any Work that is subject to a new fee rate, or if Client does not provide Channing & Company with a correction for such modification within the Notice Period. Each TOP will describe the nature of the tasks and services (“Work”) to be provided by Talent at the direction of Client, as well as the TOP Start Date, the fees for the Work (including any related Pre-payment Discounts (as defined in the applicable TOP) and other material terms of the engagement.
Client will provide Channing & Company and its Talent with reasonable information, cooperation, instruction, and assistance in a timely manner in connection with the Work. Talent will report directly to an employee or contractor of, and designated by, Client (“Client Contact”). Each Client Contact will be responsible for setting, reviewing, and monitoring schedules (if required), Work Output (defined below), communication, and the other aspects of the Work under a TOP and for coordinating the same with the relevant Talent.
“Work Output” means the intangible (including electronic) and tangible results and proceeds of Work specified in a TOP, as well as any other intangible (including electronic) and tangible Work results and proceeds created by a Talent and provided to Client under this Agreement.
If the Work is not completed in a satisfactory manner, Client may request, in writing, the replacement of any Talent who does not meet Client’s reasonable skill and/or performance requirements, after which time Channing & Company shall make commercially reasonable efforts to replace such Talent with other qualified Talent, if available, within ten (10) business days of Client’s request.
2. Fees; Billing Procedures
2.1 Client will pay Channing & Company the fees for Work provided by Talent as stated in the applicable TOP. The TOP will specify the amount of the fee, billing schedule, and other relevant terms and conditions for the specified Work. Client hereby agrees and understands that it will be charged a specified flat fee in the case of weekly or monthly flat-fee billing for all Work provided to the Client. The billing/invoice period is Sunday through Saturday in the case of weekly billing, or the first day of the calendar month until the last day of the calendar month, in the case of monthly billing. Client will receive an invoice via email for (a) the Pre-payment Amount (as defined in the TOP); or (b) any agreed upon weekly or monthly flat rate fee for Work rendered by Talent in the current billing/invoice period. If Client wishes to dispute any invoice, Client must do so within three (3) business days from the date of the invoice email. Thereafter, an invoice shall be deemed accepted and Client shall have waived the right to dispute or challenge such invoice.
2.2 Client agrees to pay Channing & Company all pre-approved in writing (email accepted), actual and reasonable travel, lodging and other out of pocket expenses incurred by Channing & Company in conjunction with the Work.
2.3 All payments will be paid electronically via credit card or ACH transfer. Client further agrees to allow Channing & Company to use the chosen methodology of payment for:
• Pre-payment Amounts, or
• recurring weekly or monthly payments in the amount owed to Channing & Company for hours billed by Talent, as applicable.
Failure to receive any payment within ten (10) days (or such other time period agreed between the parties in writing) after the time such payment is due will result in an interest charge of one and a half percent (1.5%) per month on the outstanding amount.
Further, in the event of any action by Channing & Company to collect any amount not paid when due (including any amounts under Sections 2 or 4), Client will pay or reimburse Channing & Company’s costs of collection (including, without limitation, attorneys’ fees and arbitration costs).
For the purpose of clarity, Channing & Company reserves the right to withdraw all due and owing funds on the due date if Client selects ACH or credit card as its preferred payment method.
3. Non-Solicit
Subject to Section 4 below, during the Term of this Agreement and for twelve (12) months thereafter, Client will not, directly or indirectly:
- encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding the Work hereunder) any Talent of Channing & Company (or individual who has been Talent of Channing & Company during the prior twelve (12) months) who Client becomes aware of in connection with this Agreement.
Client also agrees that it will not:
- refer such Talent directly to its past, current or potential clients or customers, affiliates, subsidiaries, parent companies, partnerships, holdings or investors related to Client;
- induce any such Talent to recruit or refer talent of any kind to Client or third parties;
- cooperate with any efforts of such Talent to do the same.