We are pleased to invite you to join Communo Corp. (“Communo”). We look forward to collaborating with you in mutually beneficial ways to grow your, and your clients’, businesses. The key to success is mutual respect, a shared philosophy, open communication, and proper expectations.
Mutual Respect: Success in any business is based on talent, hard work, great ideas and the ability to bring those ideas to life. Communo is an association of independent business owners participating in a shared community for everyone’s benefit. It is comprised of skilled Marketing and Creative professionals who have repeatedly demonstrated their competence and work ethic. As a Communo member, our expectation is that you will always bring your ‘A-game’, and be highly reliable whenever members retain your services. Our respect for your craft, and your respect for your Communo peers, create effective working relationships.
Shared Philosophy: Industry publications abound with claims that traditional agency models are dead; and more importantly, that the victors over the next few years will be innovative problem solvers who bring fresh ideas and provide new means of partnering to create value for clients. Communo believes in blowing up outdated operating models and working differently. All of our members share a healthy disdain for the status quo, and have palatable passion for finding better, faster or less expensive ways to engage markets.
Open Communication: Mutual success is dependent upon knowing who is working on what, timely feedback, and candid conversations regarding performance. The best teams are ones where everyone is on the same page, work towards common goals, and clearly understand how their role is helping or hurting the group’s ability to achieve an objective. Each Communo member participates as a seamless extension of the lead agency, and is expected to give and receive honest input throughout. That starts with proper scoping, continues with documented dialogue as projects progress, and includes a rating of each other’s performance upon completion. It also involves annual reviews with Communo’s Member Success team to ensure all parties are benefiting from the association.
Proper Expectations: Communo only works if all users understand what is required, who is doing what, when it’s due, how much people will be compensated, and when they’ll be paid. Prior to each engagement, a thorough and binding Statement of Work must be agreed upon by all parties involved. Any changes must be agreed to – in writing – with sufficient notice. Any addendums to the Communo Member Agreement must also be reviewed and signed by both members prior to initiating any projects amongst themselves.
As a member of Communo, you are eligible for the following benefits:
You are strongly encouraged to cohabitate with other Communo members within Communo Compounds. Office space, permanent desks, or shared work space (aka Hot Desks) are available at preferential market rates via separate rental agreements. All tenants have access to common areas and conference rooms, as well as benefit from free WiFi, storage space, and refreshments. Parking Passes are also available and paid for separately.
Communo is always looking for ways to save members money. We are constantly negotiating preferential pricing on business services, such as computer software licenses, iPhones with affordable phone/data plans, health benefits, accounting services, tax preparation services, legal services, travel discounts, etc.
Communo facilitates access to all its members at competitive rates, and encourages members to utilize each other’s services before looking for outside help.
It is in Communo’s best interest to keep as much deal flow “in the family” as possible so that its members can enjoy profitable businesses and remain available to assist with future engagements. As such, whenever a member is made aware of potential client engagements, they should invite Communo members to help. Our goal is to help everyone benefit from incremental work without incurring large expenses associated with pitching or soliciting new business.
Communo invests to promote its brand and create greater interest in our offerings. We regularly write and speak at industry events. We maintain a website, distribute e-newsletters, author white papers and engage in a host of PR efforts. As a member of the Communo, you are encouraged to leverage Communo-branded assets to further grow consideration for our community.
Members may access monthly and quarterly coaching sessions aimed at improving how they position their firm, win new business, manage expenses, groom talent, increase organic growth amongst clients, and more. A calendar of workshops, classes, and 1:1 sessions is available upon request.
Some necessary legal mumbo jumbo to protect both our interests…
1.1 The dues associated with a membership are respective to the individual package purchased.
1.2 This Agreement may not be transferred or assigned by you without Communo’s prior written permission.
1.3 The initial term of this Agreement is 12 months. Membership will auto-renew each year thereafter unless either party provides written notification indicating their intent to terminate. Termination initiated by Communo may be effective immediately if the member is found to be in breach of these terms and conditions; or on three months (90 days) written notice, for any reason, by either party.
1.4 Neither Communo, nor any of its members, will make any source deductions for employment insurance, CPP or income tax withholdings. You are not entitled to any form of overtime pay, vacation pay or time off with pay.
II. Non-Disclosure Agreement
2.1 For the purpose of this agreement, and any formal engagements between you and a Communo member, “Confidential Information” shall mean all confidential or proprietary information of Communo members or Clients of those parties and without limiting the generality of the foregoing, all financial information, technical information, business plans, strategies, commercial agreements, designs, information pertaining to or provided by the clients, suppliers or employees.
2.2 Subject to you, and/or your employees, complying with the terms of this Agreement, you may use Confidential Information provided by other Communo members or their Clients for the period commencing on the date that you receive the Confidential Information and terminating immediately upon the demand in writing by the disclosing party for the return of any or all Confidential Information, or failing such demand, within one (1) year of the date of this Agreement. You shall use the Confidential Information only for the purpose of facilitating the relationship between yourself and Communo members and their Clients, and for the purpose of providing services, pursuant to the terms of this Agreement and any formal engagement between yourself and a Communo member. Other than as required to provide services hereunder, you and your employees shall not use any of the Confidential Information for its own or any other Person’s commercial or other purposes. You shall not use any of the Confidential Information in any manner adverse to the business or other interests of the Communo members or those parties’ Clients.
2.3 Upon expiry or earlier termination of this Agreement, or upon demand in writing by the Communo members or Clients for the return of any or all of the confidential information, you shall immediately return such Confidential Information. You shall not retain any copies, extracts, or other reproduction, in whole or in part of such Confidential Information, including via documentation on any electronic or computer storage media, all of which shall, if possible, be returned or otherwise destroyed by you.
2.4 You acknowledge that the Confidential Information is considered by the entity that discloses it to be a trade secret containing or reflecting concepts, data, strategies, plans, discoveries, ideas, information, inventions, know how, methodologies, processes, products, techniques and/or other work product (collectively, “Concepts”) which are proprietary, secret, confidential, and not generally known to the public, and which are a result of an expenditure of the disclosing party’s time, effort, money and creative skills. You acknowledge and agree that all Confidential Information, including but not limited to the Concepts, and all rights, title and interest thereto shall remain the sole and exclusive property of the party who owns or discloses it, as the case may be.
2.5 You will keep the Confidential Information logically isolated from any data of your other customers or suppliers, so that: (i) Confidential Information is not commingled with third party data or disclosed in conjunction with any disclosure of third party data; and (ii) you can readily locate and/or return Confidential Information in accordance with this Agreement.
3.1 Each party agrees that, during the term of this agreement, and for a period of one (1) year after its termination (the “Restricted Period”), that neither party, either directly or indirectly, for itself or in conjunction with or on behalf of any entity, shall: i) solicit, divert or hire away, or attempt to do any of the foregoing, any person employed by the other while they were affiliated with each other pursuant to this Agreement. This section will not prohibit either party from engaging any employees who apply for a position that was made generally available to the public through an advertisement or job agency service.
4.1 Communo members are not required to enter into mutually exclusive relationships or legally-binding non-compete agreements that would be enforceable beyond the Communo platform. However, all parties are obligated to communicate potential conflicts of interest, as well as adhere to the nondisclosure and nonsolicitation terms of this Agreement. Communo members shall not solicit, direct or appropriate, or attempt to do any of the foregoing, any clients that are introduced to the other party by nature of the Communo network. Any client originally sourced by a Communo member remains the client of the party who sourced them, and may not become clients of any Communo contracted by the source member, for a period of 12-months following the project start date, as agreed upon in the Statement of Work between the two parties. A breach to this arrangement will result in eviction from Communo with no refund.
V. Intellectual Property
5.1 In respect of your work for clients sourced by another Communo member, all artwork, presentations, drawings, sketches, writings, photography, films, digital materials, ideas, concepts, designs, text, plans, other copyrightable material and all other results and proceeds of your services for such Communo client that you conceive, develop, produce or procure in connection with such Communo member project at any time, including, without limitation, all elements thereof and all materials incorporated therein and all preliminary or other copies thereof, whether such materials and elements were conceived or created by you individually or jointly, and whether such materials and elements are included in or related to any initial submission you may make or, if you are requested to perform any additional rounds of services, such additional rounds of services, and all related materials and elements, shall all be referred to collectively herein as “Content” and shall all be “works made for hire,” with all rights therein, including, without limitation, the exclusive copyright, being the property of the sourcing Communo member, and/or end-user Client. In the event that any such Content is considered not to be a “work made for hire,” you hereby assign to the sourcing Communo member all right, title, and interest in such Content. For purposes of clarity, you understand that the Communo member who sourced the client has the right to edit, alter, or modify the Content as it so chooses. You agree that you have no interest in any Content that you submit for a client which is sourced by another Communo member, including, without limitation, any security interest therein, and hereby release the sourcing Communo member any interest therein which may be created by operation of law. In addition, in respect of your Content developed for clients which have been sourced by another Communo member, you waive the benefit of any provision of law known as droit moral or moral rights, or any similar or analogous law or decision in any country of the world. You agree to execute and deliver any additional documents and paperwork that may reasonably be requested in order to evidence the grant of rights contained in this Agreement.
5.2 You represent and warrant that any Content that you submit to a requesting Communo member shall be original to you or your agency and created solely by you and does not infringe upon the copyright or any other right of any other person or entity, and that you have not previously granted any rights to such Content to any other person or entity. You further represent and warrant that use of the Content by the Communo or Client in any manner, media or venue whatsoever, including, without limitation, for purposes of advertising and promotion of the Client’s products and services, shall not violate any third party rights
6.1 Communo members, including yourself, are fully independent contractors or business owners solely responsible for your own revenue streams, work products, and business operations. Our agreement with you does not restrict your ability to attract and engage clients outside of Communo led clients or those engaging with other Communo members who do not retain your services; in fact, we encourage it!
6.2 Neither Communo, nor any of it’s members, are responsible for handling your corporate or personal tax matters, but we expect that you will charge sales tax on your invoices. When working on projects for other Communo members, you must invoice based on pre-approved PO’s for any project. Communo will not oversee or manage any invoicing, PO’s or collections for Communo members retaining services. Your retain full control of owning and operating your own business.
6.3 You represent that you are in business for yourself and that you are an independent contractor for the purpose of the Income Tax Act (Canada) and that nothing contained in this Agreement may be deemed to create any relationship (employer/employee, joint venture, association or partnership) between the parties other than as expressly set out herein. You agree to indemnify Communo and its members for any amounts that may be assessed by Canada Revenue Agency and required to be paid by you in respect of the services you provided.
6.4 In the event that you have a legal dispute with one of your clients or engagements, you agree to indemnify and save harmless all Communo members from any claims, expenses or damages that it may incur as a result of your agreement or dispute with your client for any reason, including but not limited to the use of Communo-branded materials granted to you to utilize our brand.
Each party represents that the covenants described above are reasonable as to the length of the Restricted Period, scope and territory given each parties’ need to protect its substantial investment in confidential information, work product and client relationships.
Modifications or amendments to this Agreement must be in writing and signed by both parties. The Agreement is governed by the laws of Alberta and the federal laws of Canada applicable therein and each party attorns to the exclusive jurisdiction of Alberta.
This Agreement is binding on the parties and their successors and permitted assigns.