This Consulting Services Agreement (hereinafter referred to as the "Agreement") is entered between UCC Japan LLC (hereinafter referred to as the "Consultant") and the Client (as identified in the signature section below).
1. Scope of Services
The Consultant agrees to provide the following monthly consulting services to the Client:
UGC strategy audit and content performance review
Content direction, messaging, and brief creation guidance
Creator sourcing and shortlist delivery
Briefing support and hiring recommendations
Ongoing strategic consultation and optimization guidance
The Consultant will perform these services with professional skill and care, applying industry best practices and expertise in UGC creator strategy, campaign management, and creator economy operations.
2. Retainer Term and Minimum Commitment
This Agreement shall commence on the Effective Date and continue on a month-to-month basis with a minimum commitment period of three (3) months.
The initial commitment period begins on the Effective Date and ends three months thereafter. After the minimum commitment period, either Party may terminate this Agreement with thirty (30) days' written notice.
3. Monthly Deliverables
The Consultant will provide the following deliverables each month:
Strategic consultation sessions
Creator sourcing and shortlist
Content strategy recommendations and brief templates
Performance analysis and optimization guidance
Written strategic recommendations and documentation
All deliverables will be provided in digital format unless otherwise specified.
4. Compensation and Payment
The Client agrees to pay the Consultant a monthly retainer fee of $2,000 USD for the services described in Section 1.
Payment Schedule: Payment due at the start of each month before services commence
Payment Method: Stripe
Payment Terms: Due immediately upon invoice (payment required before monthly work begins)
First Payment: Due upon signing this Agreement
Total Minimum Investment:$6,000 USD (3 months × $2,000)
Monthly services will not commence until payment for that month is received. Late payments will delay service delivery.
5. Client Responsibilities
The Client agrees to:
Provide timely access to relevant information, data, and performance metrics necessary for the Consultant to perform services
Respond to Consultant requests for feedback or approvals within 3 business days
Designate a primary point of contact for communications
Participate in scheduled strategic consultation sessions
Provide clear creator requirements and content direction
6. Intellectual Property
Work Product Ownership: Upon full payment, all work product created specifically for the Client under this Agreement (strategies, frameworks, briefs, creator shortlists, recommendations) shall be owned by the Client.
Pre-Existing Materials: The Consultant retains ownership of all pre-existing methodologies, tools, templates, and general knowledge developed prior to or independent of this engagement.
Portfolio Rights: The Consultant may reference the Client's name and project nature (without disclosing confidential details or proprietary strategies) in portfolio materials and case studies, unless the Client requests otherwise in writing.
7. Confidentiality
Both Parties agree to:
Treat all proprietary information, business strategies, performance data, and communications as confidential
Not disclose confidential information to third parties without prior written consent
Use confidential information solely for the purposes of this engagement
Return or destroy confidential materials upon termination of this Agreement
This confidentiality obligation shall survive termination of this Agreement for a period of 3 years.
8. Termination
During Minimum Commitment Period: During the initial three (3) month minimum commitment period, this Agreement may only be terminated:
By mutual written agreement of both Parties; or
By either Party if the other Party breaches any material term and fails to remedy it within seven (7) calendar days of written notice.
If the Client terminates the Agreement during the minimum commitment period without cause, the Client remains liable for payment of all remaining monthly fees through the end of the three-month period.
After Minimum Commitment Period: After the initial three-month period, either Party may terminate this Agreement with thirty (30) days' written notice. The Client will be responsible for payment through the end of the notice period.
Payment Upon Termination: Upon termination, the Client shall pay the Consultant for all services performed up to the termination date. Monthly payments are non-refundable once services for that month have commenced.
9. Pause or Suspension
The Client may request to pause services for up to one (1) month during the retainer term with thirty (30) days' advance notice. Paused months will extend the minimum commitment period accordingly. Only one pause is permitted during the initial three-month commitment period.
10. Limitation of Liability
The Consultant's total liability under this Agreement shall not exceed the total fees paid by the Client. The Consultant is not liable for indirect, incidental, or consequential damages arising from the consulting services.
The Consultant provides strategic advice, creator recommendations, and optimization guidance but is not responsible for:
The Client's hiring decisions or creator relationships
Content performance outcomes or business results
Creator availability, performance, or conduct
The Client's implementation of recommendations
11. Dispute Resolution
Any disputes arising from this Agreement shall first be addressed through good faith negotiation between the Parties. If resolution cannot be achieved within thirty (30) days, disputes shall be subject to the jurisdiction of the Tokyo District Court.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Japan.
13. Entire Agreement
This document constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, or communications, whether oral or written. Any modifications must be in writing and signed by both Parties.