Agreement between Compass Check Consulting Services, LLC, “CCCS”, 710 S. Myrtle Ave., Monrovia, CA., 91016-3423, 1-626-239-7443
_________________________________________________ “Client” ________________________________________________ [address ], ________________[phone #]
in consideration of the promises made herein, agree as follows: RECITALS: Whereas CCCS is in the business of providing public relations services “Cop Protect” to law enforcement officers, currently employed and retired from law enforcement for the purposes of managing and deflecting negative press events as well as attempting to portray Client(s) in a positive light when or if they are involved in a Critical Media-Scrutinized Incident (CMSI); Whereas CCCS considers all information, artwork, electrotypes, engravings, photographs, manuscripts, the process of providing public relations services to Client and information provided to Client pursuant to this Agreement a trade secret, trademark, trade dress and copyrighted material; Whereas CCCS provides all information, artwork, electrotypes, engravings, photographs, manuscripts as trade secrets, trademarks, trade dress and copyrighted materials pursuant to a license; Whereas CCCS considers the terms and conditions of this Agreement to be a Trade Secret; Whereas Client is either currently employed as a law enforcement officer, duly certified by authorized agencies, within the jurisdiction he/she is currently employed, or is retired from serving as a law enforcement officer; Whereas Client acknowledges and accepts that CCCS is not in the business of providing a website for the Client;
ARTICLE 1. REPRESENTATION AND SERVICES
Term of Agreement Section 1.01. This Agreement shall become effective no earlier than 30 days after uploading of said information and shall continue in effect until terminated as provided herein or for a period of twelve (12) months, unless sooner terminated as provided herein.
Appointment and Authorization of CCCS Section 1.02 (a) Client agrees to retain and appoint CCCS to provide Client with public relations services, subject to the terms and conditions of this Agreement.
(b) CCCS is authorized to enter into contracts with third parties to perform duties to effectuate the purposes of this Agreement, and it shall be solely liable to any such parties for all payments due thereunder. Client shall indemnify and hold CCCS harmless from any and all claims and liabilities arising from any such contracts or from other performance of this Agreement and shall exert its best efforts to prevent any loss to CCCS resulting from the failure of proper performance of any third party, but CCCS shall not be held liable or responsible to Client for any such failure. CCCS Services
Section 1.03. (a) CCCS agrees to provide Client with public relations services. Client acknowledges that this service is unique. The services are provided in the event Client is in a Critical Media-Scrutinized Incident (CMSI) ONLY. Further these services are unique in that Cop PRotect, is based on Client preparing information for future use by CCCS in the event of a CMSI. If this information is not provided, Client acknowledges that CCCS is limited in its ability to support client and may be rendered completely incapable of providing public relations assistance.
(b) CCCS does not and cannot guarantee success.
(c) CCCS will provide public relations services for Client if Client is subject to media-scrutiny or criticism for events related to Client’s job as a law enforcement officer.
(d) CCCS will not provide public relations services for off-duty incidents unless they are clearly related to law enforcement duties (e.g. helping detain a shop lifter while you are at a store). CCCS reserves the right to refuse services for any incident in which Client has consumed alcohol within three hours, on or off duty (unless alcohol consumption is directly related to Client’s duties).
CCCS Duties Section 1.04. CCCS agrees that it shall: (a) Exercise its best efforts, using its skill, experience, and knowledge to the best of its professional ability in providing the services required under this Agreement;
(b) Inform Client of any fact or occurrence that affects Client's interests, and disclose to Client any personal, business, or financial interest that may actually or potentially impair or otherwise affect CCCS's ability to represent Client' interests to the maximum extent contemplated by this agreement, or that may actually or potentially result in the disclosure by CCCS of any confidential information with respect to Client, the representation of Client by CCCS, or any of Client's products or services;
(c) Not enter into contracts on Client's behalf with independent contractors for which CCCS employs as their agent, without prior disclosure to and approval by Client;
(d) Cooperate with Client in providing the services required under this Agreement; and Page -2-
(e) Protect and preserve any confidential information provided by Client and disclosed by Client to CCCS in the course of the contractual relationship contemplated by this Agreement.
(f) CCCS will make a good faith effort to monitor media services across the country, using applications such as Google News Alerts. CCCS cannot guarantee that it will become aware of your situation and therefore cannot guarantee any action on your behalf unless you or your counsel notify us immediately, by telephone or electronic mail that you are involved in a CMSI.
(g) CCCS will provide no less eight (8) hours of media relations services on behalf of the client, in the event subscriber is in a Critical Media-Scrutinized Incident (CMSI). These services will be provided remotely, with CCCS operating from whatever location we deem most convenient. In the event the engagement requires additional hours or for CCCS to have a representative in the immediate vicinity (e.g. in your city), Client agrees to reimburse travel expenses to included reasonable air fare, economy rental car, lodging, and meals. CCCS will attempt to pre-approve these expenses through Client, Client’s legal counsel or appointed representatives.
Prior Approval of Client Section 1.05. Client authorizes CCCS to access all information Client uploads into the Cop PRotect Database and use it however is deemed necessary to protect Client’s reputation, to include releasing pictures, copies or records and other materials directly to the media. Client acknowledge that Client may not be able to contact, advise or influence the CCCS team due to physical incapacitation or legal/administrative restriction, and hereby authorizes CCCS or its designated representatives to act absent further guidance or permission.
Authority Section 1.06. (a) Client warrants that he/she is duly authorized and has the full power to bind Client to this Agreement and agrees to indemnify and hold CCCS and its affiliated companies harmless from any and all claims, losses, damages or costs (including reasonable attorneys’ fees) arising out of a breach of the foregoing warranty.
(b) Client acknowledges that it is assumed that Client may be physically, legally or administratively prevented from influencing or directing CCCS's actions on client's behalf. Client authorizes CCCS to take whatever steps it deems necessary and in client's best interest absent guidance to the contrary from client or client's counsel, to fulfill the terms of this agreement.. No direction or permission is required or expected from Client to CCCS.
Client Duties and Services Section 1.07. (a) Client will be responsible to timely pay its subscription fee annually. Should Client only pay his/her subscription fee for one year and thereafter allows the service to lapse or cancels, then Client shall only be entitled to a total of One (1) hour of services from CCCS. Client shall pay all additional costs incurred within 20 days of invoice submission to Client. Should Client not pay within the 20 days, then CCCS is entitled to charge Client interest at the rate of 1.5% per month thereafter.
(b) Client is responsible for preparing information for use by Cop Protect/CCCS. If this information is not provided, Cop Protect/CCCS is limited in its ability to support subscriber, and may be rendered completely incapable of providing public relations assistance. This information includes photographs, videos, historical & biographical data, contact information for community members and character witnesses, and other information outlined in the Cop PRotect Handbook or User Guide. It is Client’s responsibility to update this information on a semi-annual basis.
(c) Client shall not create, copy, or compete with CCCS in any form, fashion or manner up to one year after termination of this agreement. During the term of this agreement Client shall not create, copy or compete with CCCS in any form, fashion or manner in any jurisdiction within the United States of America.
(d) Client shall not disclose the terms and conditions of this Agreement to any person or entity, except its lawyer, accountant or persons within its organization that have a need to know this information for general business operations.
(e) Client authorizes CCCS to charge Client’s credit card, as provided on the website, for the annual fee and any costs necessary to reimburse travel expenses to included reasonable air fare, economy rental car, lodging, and meals.
(f) Client agrees to work with CCCS to respond to any CMSI within a timely manner, by providing requested information and feedback. If delays on the part of Client, Client’s staff or Client’s representatives cause the response of CCCS to be limited or degraded for any reason whatsoever, additional fees may apply.
(g) Client agrees to immediately notify CCCS of any CMSI that Client is involved in that is covered by the scope of this Agreement.
ARTICLE 2. COST AND PAYMENTS
CCCS's Compensation Section 2.01. CCCS shall be paid an annual fee in the amount of $50.00 per year or less with any applicable discounts. The fee is non-refundable once paid.
Billing Section 2.02. CCCS shall provide Client Invoices for any additional services and costs incurred in representing Client in the event that Client has a CMSI.
Payment Section 2.03. Client shall pay all invoices rendered by CCCS not later than the due dates stated therein, if not already paid, which shall be not later than twenty (20) days after issuance by CCCS. Amounts paid after such date shall bear interest at the rate of one and a half percent (1½%) per month (or the highest rate permitted by law, if less). In the event of any failure by Client to make payment, Client will be responsible for all reasonable expenses (including attorneys’ fees) incurred by CCCS in collecting such amounts. Failure to make payment shall be a material breach of this agreement and entitle CCCS to immediate termination of this agreement notwithstanding the Notice provisions contained herein. Furthermore, failure to make payment will result in the suspension of services to Client until full payment is received by CCCS.
Renewal Section 2.04. The term of this agreement shall automatically renew. Except as expressly set forth in the Agreement, any renewal of the Agreement and acceptance of any additional services shall be at CCCS’s sole discretion. Pricing for any renewal period is subject to change by CCCS. Upon termination of this Agreement, all charges for services completed hereunder shall become immediately due and payable, including interest on any sums not paid when due, as previously provided.
ARTICLE 3. INDEMNIFICATION AND INSURANCE
Disclaimer/Limitation of Liability Section 3.01. CCCS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CCCS NOR ANY THIRD PARTY PROVIDING SERVICES OR PRODUCTS TO CCCS, SHALL BE LIABLE OR RESPONSIBLE TO ANY CLIENT OR ANY OTHER PERSON FOR ANY LOSS, COST, DAMAGE, OR EXPENSE (INCLUDING ATTORNEYS’ FEES), INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY CCCS OF ANY OF THE TERMS OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY SERVICE PROVIDED TO CLIENT OR OTHER MATERIAL DISPLAYED ON OR AVAILABLE THROUGH CCCS’S WEBSITE, THE MANNER IN WHICH ANY MATERIAL IS DISPLAYED ON OR DISTRIBUTED BY CCCS ON BEHALF OF CLIENT, OR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, ARISING, DIRECTLY OR INDIRECTLY, FROM CLIENTS USE OF CCCS’S SERVICES OR THE SERVICES OF ANY OF CCCS’S VENDORS. SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITED THE FOREGOING, CCCS DOES NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR SERVICES TO CLIENT WILL BE WITHOUT INTERRUPTION OR ERROR. IN NO EVENT SHALL CCCS OR ANY OF CCCS’S VENDORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND REGARDLESS OF WHETHER CCCS OR SUCH CCCS VENDOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF CCCS AND CCCS’S VENDORS SHALL BE LIMITED TO THE AMOUNT PAID TO CCCS BY CLIENT UNDER THIS AGREEMENT.
Client Representations and Indemnification Section 3.02. Client represents and warrants that Client has the right to publish, transmit and make copies of the contents provided to CCCS, without infringement of any right of any third party including, without limitation, any patent, copyright, trademark, or trade secrets right, or violating any applicable law, rule or regulation. Client further represents and warrants that no advertisements or Client content will at any time constitute false or deceptive advertising, slander or libel. Client represents and warrants that it is Page -5- solely responsible for the acts and failure to act of he/she or him/her, their employees, heirs, and independent contractors when dealing with CCCS. Client agrees to indemnify and hold CCCS, its affiliated entities and its employees, directors and officers harmless against any and all claims, losses, damages, fines, costs and expenses of any kind (including reasonable attorneys’ fees) incurred by CCCS in connection with or arising out of publication of any content or the Agreement (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices) or relating to any failure to conduct Clients’ business in accordance with any applicable laws, rules and regulations.
Insurance Section 3.03. CCCS shall, during the term of this Agreement, continuously maintain in force a liability policy for the benefit of CCCS. The premiums for such policy shall be paid by CCCS. Client shall, during the term of this Agreement, continuously maintain in force a liability policy for the benefit of Client. The premiums for such policy shall be paid by Client. Client shall indemnify and hold CCCS harmless from and against any and all claims, liabilities or damages arising from the provision of public relations services covered by this Agreement, including the costs of litigation and counsel fees.
ARTICLE 4. TERMINATION OF AGREEMENT
Notice of Termination Section 4.01. (a) Either party may terminate this Agreement by giving the other party written notice of termination at least thirty (30) days prior to the effective date of termination. Upon receipt of notice of termination CCCS shall not commence any new work, but it shall complete all work in progress and previously approved by Client. All other rights and duties of the parties shall continue during the notice period and Client shall be responsible to CCCS for the payment of any contract obligation incurred during that period.
(b) In the event Client or CCCS desires to terminate all work in progress commenced before receipt of notice of termination, such termination may be agreed to upon the parties' mutual consent and determination of the compensation to be received by CCCS for partially completed work.
Assignment of Contracts Section 4.02. In the event of termination, CCCS shall assign to Client all of its rights in contracts, agreements, arrangements, or other transactions made with third parties for Client's account, effective on the date of termination or on such other date as may be agreed upon by the parties; and Client shall assume all obligations and hold CCCS harmless from all liability thereunder. In the event any such contract is non-assignable and consent to assignment is refused, or CCCS cannot obtain a release from its obligations, CCCS shall continue performance thereof and Client shall meet its obligations to CCCS as though this Agreement had not been terminated.
Billing Upon Termination Section 4.03. On termination of this Agreement, CCCS shall bill Client for all amounts not previously billed and due CCCS at that time under the terms of this agreement. CCCS shall not be entitled to payment for any work thereon commenced after the date notice of termination of this Agreement was received by CCCS. CCCS shall, however, be entitled to payment for services for work commenced and approved by Client prior to receipt of such notice or, with the express written consent of Client, prior to the effective date of termination.
Disposition of Property and Materials Section 4.04. (a) All plans, preliminary outlines, sketches, copy, and all other property and materials which are produced by reason of this Agreement shall be the property of CCCS, this includes but is not limited to the information provided to Client as a result of the Clients’ utilization of CCCS’s website. Upon termination of this Agreement, all such property and materials shall be the property of CCCS, even if Client or another party has physical possession of them.
(b) When CCCS determines that all information, art work, electrotypes, engravings, photographs, manuscripts, and any other such items are of no further use in carrying out the terms of this Agreement or in the event the Agreement is terminated, then upon notification of termination Client shall then be obligated to notify CCCS in writing of the disposition and location with respect to the items and then return all such items to CCCS immediately. All shipping and transportation costs shall be borne by Client. These provisions shall apply whether the items in question are in the possession of Client or third parties. Clients’ license to use all information, artwork, electrotypes, engravings, photographs, manuscripts provided to Client pursuant to this Agreement terminates upon termination of this Agreement. Should Client continue to use such trade secrets, trademarks, trade dress and copyrighted material Client will be presumed to have violated the Lanham Act and associated State laws, Unfair Competition laws and Copyright laws and associated State laws.
ARTICLE 5. OWNERSHIP & ASSIGNMENTS
Ownership Section 5.01. All material or the content that represents the creative effort or efforts of CCCS in general on behalf of Client, and/or reflects or incorporates creativity, illustrations, labor, composition or material furnished by CCCS is and remains the property of CCCS, including without limitation, all rights of copyright therein and the CCCS website. Client shall not authorize electronic, photographic or other reproduction, in whole or in part, of any such material for use in any medium without CCCS’s prior written consent. CCCS owns all right, title and interest in it’s website. CCCS will affix its copyright notice to the homepage of its website. Client agrees to assist CCCS in registering and enforcing all copyrights and other rights and protections relating to the website and services provided herein in any and all countries. CCCS also owns all user information collected by CCCS on or through the CCCS website.
Assignments Section 5.02 Client may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this agreement, without liability to CCCS.
ARTICLE 6. GENERAL TERMS AND CONDITIONS
Arbitration Section 6.01. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court of competent jurisdiction.
Assignment and Delegation Section 6.02. Neither party may assign any rights or delegate any duties hereunder without the express prior written consent of the other.
Entire Agreement Section 6.03. This writing contains the entire agreement of the parties. No representations other than those expressly set forth in this agreement were made or relied upon by either party. No agent, employee, or other representative of either party is empowered to alter any of the terms of this agreement, unless done in writing and signed by an executive officer of the respective parties.
Controlling Law and Venue Section 6.04. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California including the California Commercial Code. The parties hereby agree, should there be any disputes regarding the provision of services under this agreement, that all parties agree to submit to the jurisdiction of and venue in the State of California, County of Los Angeles, Los Angeles Superior Court, Central Division, Stanley Mosk Courthouse at 111 N. Hill St., Los Angeles CA., 90012.
Failure to Object Not a Waiver Section 6.05. The failure of either party to this Agreement to object to, or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this agreement shall not be construed as a waiver of that conduct or of any future breach or subsequent wrongful conduct.
Notices Section 6.06. All notices pertaining to this Agreement shall be in writing and shall be transmitted either by personal hand delivery or through the facilities of the United States Postal Service. The addresses contained herein for the respective parties shall be the places where notices shall be sent, unless written notice of a change of address is given.
Survival Section 6.07. The representations and warranties, disclaimers and indemnification obligations set forth herein shall survive the termination of this Agreement.
Taxes Section 6.08. In the event that any federal, state or local taxes are imposed on the services provided by CCCS pursuant to this Agreement, such taxes shall be assumed and paid by Client.
Void Section 6.09. This agreement is null and void if Client provides CCCS false information or fails to reveal information that is relevant to public perceptions of Client’s background, professional conduct or character.
Warranty Section 6.10. Public relations services are, by their very nature, are very unpredictable and rely on the cooperation of reporters, editors, assignment editors, producers, publishers and/or news directors who may have many personal and professional motivations in their decision making. Nothing in this user agreement should be construed to guarantee any results of our services, beside that we will make a best effort to contact all media influencers that we deem relevant to tell subscriber’s story and influence them to cover positive aspects of Client’s character, performance, background and history.
Reservation of Rights Section 6.11. If CCCS deems Client’s conduct to have been both indefensible and likely criminal in nature to such an extent that defending Client’s conduct will significantly damage our ability to defend other subscribers in the public eye, CCCS may choose to refund Clients’ cumulative subscription fees paid to date, plus 25% interest, and submitted material without further responsibility.
Attorney Fees and Costs Section 6.12. In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees pursuant to California Civil Code Section 1717 and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.
Independent Contractor Section 6.13. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever, except as already designated herein.
Assignment of CCCS’s Rights Section 6.14. CCCS may assign or sublicense all or any portion of CCCS’s rights under this Agreement to any third party, without the permission of Client. Joint Drafting and Neutral Construction 6.15. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties including, but not limited to California Civil Code §1654, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.
______________________________________ Signature of Client Date:_____________ _______________________________________ Printed Name
______________________________________ Signature of CCCS’s Authorized Representative Date:__________ ______________________________________ Printed Name