EmBeance With Misty Burrell Terms of Service
Effective Date: September 14th, 2026
Please read this Core Engagement Framework carefully before initiating an application or pre-employment onboarding process with EmBeance with Misty Burrell. By submitting a request to work with me, executing an employment offer, or retaining my professional services, you (hereinafter "The Employer") agree to be bound by these foundational structural terms.
Corporate Structure & Operational Status. Misty Burrell operates under the professional brand name EmBeance. For the duration of the 2026 calendar year, this brand is backed by EmBeance Marketing & Design LLC (GA), which is undergoing a structured operational wind-down. Effective immediately and moving forward, all brand engagements are structured exclusively as direct-hire placement. I am a single-person, individually retained corporate executive operating exclusively as a Salaried Exempt W-2 Employee for the duration of any active brand lifecycle engagement.
Anti-Misclassification & Non-Agency Clause. EmBeance is not an agency, does not employ secondary staff, and strictly does not accept 1099 independent contractor arrangements, corporate credit card retainers, or milestone-based vendor agreements. All corporate entities seeking my proprietary methodology, frameworks, and strategic setups must onboard me directly onto their corporate payroll as a salaried W-2 employee under the explicit protective firewalls, strict scope boundaries, and intellectual property terms detailed herein.
1. Who I Work With & Right to Decline
Core Philosophy. My professional work does not target a single industry. Instead, it centers on engineered marketing solutions, protecting consumers from bad actors, promoting fair and honest marketing practices, and providing the foundational structure and growth a brand requires. I act exclusively as a dedicated Head of Marketing who serves as a direct extension of the founder.
Right of Refusal. I reserve the absolute right to decline any prospective engagement or terminate an active onboarding sequence, at my sole discretion. Grounds for immediate refusal include, but are not limited to, a determination that the Employer is operationally unprepared for the engagement, unwilling to follow strict compliance protocols, or knowingly executing deceptive, unfair, or illegal marketing schemes.
2. Nature of Engagement
Consultancy & Employment Structure. I operate exclusively under a work-for-hire consultancy structure providing remote, but full-service Head of Brand, Lifecycle, and Growth Marketing. Depending on the custom requirements of the brand, this engagement is executed via a long-term retainer structure, a W-2 salaried exempt employment role, or a hybrid of both, acting directly as the remote, in-house Head of Marketing for the Employer’s business.
Anti-Vendor Clause. I am not an on-demand vendor, a freelance marketplace participant, or a project-based agency. Every contract is structured as a long-term retained partnership. I strictly do not accept one-off projects, individual standalone tasks, or setups detached from a long-term commitment. No operational work begins without a fully executed retainer agreement.
3. Employment Structure & Onboarding Sequence
To establish the mandatory Work-for-Hire and W-2 safeguards, the onboarding sequence must proceed exactly in the following chronological order, without exception:
Execution of Retainer Agreement: A legally binding retainer agreement must be fully signed by both parties.
Upfront Payment: The initial retainer fee must be successfully processed and cleared.
Commencement of Work: Strategic initialization and Setup Phase 1 begin.
System Integration. Corporate payroll onboarding is explicitly integrated into the standard baseline retainer; it is not billed as a standalone service. The Employer must possess, or immediately implement, a verified payroll platform (e.g., Gusto, QuickBooks Payroll) to facilitate the employment structure. Under no circumstances will any labor, strategy, or setup begin prior to the absolute execution of steps 1 and 2.
4. Retainer & Payment Terms
Exclusivity of Retainer Model. All professional services are provided on a strict retainer-only basis. Standalone setup fees, one-time flat payments, or split/installment structures are completely unavailable. System setups; including website builds, sales funnels, and lifecycle marketing networks; are never sold as isolated deliverables. Setup constitutes the initial phase of a continuous retainer engagement, not a one-time product.
Pricing & Schedule. Professional retainer pricing starts at a minimum baseline of $2,500 per month, scaling proportionally based on scope complexity (management, edits, technical SEO, and automation architecture). This is priced comparably to a dedicated, high-level remote executive role.
Payment Safeguards. Retainers are due completely upfront prior to the start of each billing cycle. Credit cards are strictly not accepted. Payments must be rendered via bank-verified ACH, Zelle, or direct payroll deposit.
Delinquency Penalties. A late or missed payment pauses the retainer term clock and holds all pending deliverables or conditional asset transfers in stasis until the account is completely current. Late payments never extend, waive, or alter contractual deadlines in the Employer's favor.
Payment Failure & Fraud Protection. Any reversed, disputed, bounced, or clawed-back payment via ACH, Zelle, or payroll mechanisms is classified as willful non-payment. A payment failure triggers immediate operational cessation and grounds for termination for cause, protecting the engagement against chargeback fraud.
5. Minimum Term Commitments
Lifestyle Marketing & Website Setup Engagements: These engagements require an absolute minimum commitment of six (6) consecutive months. A twelve (12) month term is highly recommended to properly evaluate a full audience and data cycle before finalizing strategic optimizations.
Growth Marketing Engagements (Head of Marketing): These deep scaling frameworks require an absolute, non-negotiable minimum commitment of twelve (12) consecutive months. Short-term parameters are not offered.
Truth in Marketing Doctrine. Reliable growth marketing demands consistent, ongoing capital investment and continuous optimization to establish an authentic market signal. One-time setups with zero subsequent management are ineffective and misrepresentative of true marketing principles; therefore, I do not participate in or offer one-time standalone project models under any circumstances.
6. Advertising Spend Requirements (Growth Marketing Engagements)
Growth Marketing engagements require a qualifying monthly advertising spend, managed directly by the Employer, in addition to the standard executive retainer fee. This requirement ensures the system generates sufficient data volume to make precise optimization decisions:
TierMonthly Ad SpendScope Entry / TargetEntry$3,000/month minimumSingle platform (Google Ads or Meta Ads); local service businesses onlyStandard$5,000/month minimumDual platform (Google Ads and Meta Ads); local service businessesPreferred$10,000/month minimumFull Head of Marketing growth authority
Employers who do not meet the applicable ad spend threshold for their specific business type and scaling goals are not yet positioned for a Growth Marketing engagement and are directed toward a Lifestyle Marketing & Website Setup retainer instead. This structural boundary is not a reflection of price sensitivity; it reflects the baseline capital required to establish reliable market signals.
7. Employer Obligations & Required Access
SEO & Search Infrastructure Access. Marketing execution, optimization, and search visibility initiatives are strictly contingent upon the Employer providing timely, unrestricted access to the necessary digital assets. Before any operational phase begins, the Employer must provide:
A dedicated business email account (e.g., info@yourdomain.com) under the Employer's domain for secure account setups, integrations, and verifications.
Administrator-level access to the Employer's Google Search Console.
Administrator-level access to the Employer's Google Business Profile.
A corporate payment method provided on-file by the Employer for any third-party backlink services, directory verification networks, API connections, or paid software tools required to execute the scoped strategy.
Employer-Caused Delays. If the Employer fails to provide the required access, assets, or account credentials within a reasonable timeframe after the onboarding sequence concludes, the delay shall be classified as an Employer-caused delay. Such delays do not constitute incomplete, unstarted, or unperformed labor on my part, do not pause payroll/billing cycles, and do not entitle the Employer to a refund, salary deduction, or deadline extension.
Advertising Account Liability. All advertising network accounts (including but not limited to Google Ads and Meta Ads) must be legally owned by, and billed directly to, the Employer's corporate entity. I strictly do not accept ownership, financial liability, or billing responsibility for any third-party advertising spend or platform invoices.
Unauthorized Account Modifications. The Employer assumes sole liability for any direct or indirect changes made to ad accounts, campaign copy, keyword targeting, bidding strategies, budgets, or underlying account structures by the Employer or their secondary agents without my explicit prior review and written approval. I am entirely absolved of liability for degraded campaign performance, platform penalties, account suspensions, ad approvals, or automated enforcement actions resulting from unapproved modifications.
8. System Ownership & Account Administration Boundaries
Administrative Control During Term. During the strategic setup phase and for the full duration of the committed minimum employment term, I retain exclusive Owner/Administrator-level access to all platforms built, developed, or managed on the Employer's behalf (including but not limited to Squarespace and Shopify hosting environments).
Developer Partner Status. I maintain independent Squarespace Circle Partner and Shopify Partner status, which provides platform-level privileges (extended developer testing cycles, priority enterprise support, advanced partner diagnostic tools, and specific hosting benefits) that are unavailable on a standard consumer-tier account. Strategic setup pricing is bundled into the baseline retainer in part to reflect this high-level placement access. I do not accept affiliate commissions or kickbacks for these ecosystem partnerships; instead, these elite statuses are leveraged entirely as a structural asset for the brands I manage.
Conditions of Ownership Transfer. Full ownership and administrative rights of the built platforms shall transfer to the Employer only upon the absolute fulfillment of the following two conditions:
The complete expiration of the mandatory minimum committed employment term.
The Employer’s payroll account being completely current with an absolute zero balance.
Once both conditions are fully satisfied, the administrative ownership transfer will be executed within ten (10) to fifteen (15) business days.
Independent Domain Control. Domain names registered and owned independently by the Employer through a third-party registrar (e.g., Namecheap, GoDaddy) are entirely exempt from this administrative retention policy and remain under the Employer's exclusive ownership and operational control throughout the engagement.
9. Termination & Contract Acceleration Boundaries
Forfeiture of Asset Transfer. Should the Employer terminate this employment engagement prior to the absolute completion of the mandatory minimum committed term, or while their payroll account is delinquent, administrative ownership and platform access keys shall strictly not transfer, regardless of the volume of work completed to date.
Early Termination & Balance Acceleration. If the Employer terminates the agreement prior to the completion of the mandatory minimum committed term, the remaining baseline salary balance owed for the entire remainder of the committed term becomes immediately due and payable as liquidated damages. Unrestricted platform ownership, data access, and handoff procedures remain entirely frozen under the terms of Section 8 until this accelerated balance is paid in full. Upon verified receipt of the accelerated balance, standard ownership-transfer timelines apply.
Cessation of Labor. I am under zero obligation to perform active labor, deploy updates, manage ongoing campaigns, or generate new content following the effective date of an early termination notice, regardless of any outstanding balances or acceleration periods.
No Partial-Term Refunds. No refunds, payroll reversals, or pro-rated credits shall be issued for partial terms or early terminations initiated by the Employer.
Termination for Cause. I reserve the absolute right to terminate this employment engagement immediately for cause, without penalty or transition obligations, in the event of Employer non-payment, personal harassment, defamatory behavior, or any willful violation of the Communication Policy detailed below.
10. Corporate Communication Policy
Inquiry Gatekeeping. All new inquiries, brand expansions, or strategic requests must be funneled through the official application/RFP process. Unsolicited social media direct messages (DMs), personal texts, or casual platform messages requesting professional services are strictly ignored.
Authorized Channels. Once onboarding is finalized, all strategic communication must be conducted exclusively via scheduled meetings during my standard working hours (10:00 AM to 4:00 PM, Monday through Thursday). Texting, WhatsApp, and social media messaging are strictly prohibited communication channels for corporate business as they represent unsecure, unlogged environments.
Off-Hours Boundaries. I observe a rigid weekly schedule, including designated days off. Communication received outside of scheduled working days and hours is not guaranteed a response and does not constitute an emergency under any circumstance unless separately executed in a written contract rider.
Observed Corporate Holidays. I observe the following corporate holidays, during which all operations, check-ins, and client communications are completely paused:
New Year’s Day, Good Friday, Easter Sunday, Memorial Day, July 3rd, Independence Day (July 4th), Labor Day.
October 10th (Observed annually as a dedicated personal boundary day).
Thanksgiving Week (Wednesday through Sunday inclusive).
Christmas Eve, Christmas Day, and New Year’s Eve.
11. Weekly Operational Schedule & Professional Sovereignty
To ensure peak operational performance and execution, I follow a strict, unalterable weekly production schedule:
Friday through Sunday (Operational Stand-Down): Closed.
Friday Training Reservation: Friday is a dedicated day for continuing education, deep industry training, and technical skill refinement. Because platform algorithms, data privacy compliance, and advertising network mechanics (Google, Meta, etc.) transform constantly, this time is fiercely protected to keep active brand strategies accurate. The specific content of this training is confidential, does not constitute a billable or reviewable corporate deliverable, and is completely exempt from Employer oversight or reporting.
Monday Strategy & Alignment: Monday is reserved entirely for high-level backend strategy, systems engineering, and quarterly planning. Meetings are strictly capped between 1:00 PM and 3:00 PM EST and are limited exclusively to creative direction and strategic alignment. Monday meetings may not be utilized to dump new task checklists, assign immediate deliverables, or introduce short-turnaround production requests. Any such attempt is classified as immediate scope creep and is governed strictly by Section 13.
Tuesday through Thursday (Standard Production & Call Days): Active production and client meeting windows are open.
Neurological Focus Alignment: My peak creative and analytical focus occurs during morning hours, during which the vast majority of deep strategic architecture is built. Consequently, meeting availability is strictly limited between 10:00 AM and 1:00 PM to prevent fragmented focus. This boundary is implemented deliberately to ensure uninterrupted, high-tier project execution for the ultimate benefit of the brands I manage.
12. Professional Sovereignty, Device Privacy, & Surveillance Ban
Prohibitions on Micromanagement & Surveillance. The Employer acknowledges that the Employee is retained as a high-level corporate strategist whose compensation is based strictly on the production of high-quality, compliant marketing outputs and business-scaling results. The use of traditional hourly timeclocks, punch-in systems, or invasive tracking protocols is strictly incompatible with this salaried exempt role.
Personal Hardware Sovereignty. The Employee is authorized to utilize her personal home computers and dedicated professional hardware to execute her scope of work. The Employer is explicitly prohibited from requiring, requesting, or forcing the installation of any workplace surveillance mechanisms—including but not limited to keystroke logging software, automated screenshot captures, mouse-movement tracking, background activity monitors, or "bossware" tools—on the Employee's personal devices.
Technical Performance Protective Clause. The Employee's devices require unthrottled processing power, advanced system thread capacity, and full graphics card allocation to build high-end websites, compile complex data scripts, and run asset-heavy design suites. The installation of background surveillance software directly degrades device lifecycle, competes for critical system processing metrics, and causes artificial execution delays.
Accountability Focus over Control. The metrics of success for this engagement are defined strictly by the qualitative accuracy, compliance, and deployment timeline of the strategic deliverables. This policy is completely non-negotiable and is not subject to structural compromise or operational alteration. Any attempt to mandate device tracking or enforce micmanagement metrics constitutes an immediate material breach of this Agreement, granting the Employee the right to immediately cease operations and terminate the employment framework for cause.
13. Scope Boundaries & Strategic Change Orders
Strict Baseline Limitation. All strategic outputs, campaigns, and structural maintenance are strictly limited to the definitive boundaries established in the executed employment agreement and its attached Scope of Work (SOW). Any request for labor, assets, or systems outside that explicitly defined scope requires a formal, written Change Order specifying the additional deliverables, required payroll adjustments, and adjusted deployment timelines. This Change Order must be fully executed by both parties before any out-of-scope work begins.
Right of Refusal & Policy Violation. I reserve the absolute right to decline any operational request that falls outside the current active scope of work. Repeated or persistent attempts by the Employer or their agents to force out-of-scope tasks without an executed Change Order shall be classified as a material breach of this Agreement and grounds for immediate termination for cause.
14. Campaign Timing, Research, & Planning Standards
Prohibition on Last-Minute Demands. High-tier growth marketing requires precise data mining, competitor intelligence mapping, and meticulous positioning architecture. Consequently, I do not execute last-minute, reactive, or unmapped campaigns. This planning window is a strict operational standard, not a flexible guideline subject to short-notice waivers.
Competitive Quality Thresholds. Major seasonal or promotional initiatives (e.g., Black Friday, Cyber Monday, or primary industry sales events) must meet or exceed the verified discount and market-positioning standards for the Employer's specific industry. I reserve the right to refuse the execution of any promotional strategy that falls significantly below competitive standards or degrades brand integrity simply because it was rushed into production on short notice.
15. Ethical Marketing Content Standards
Holiday Integrity. Marketing content engineered under this engagement is held to a strict standard of commercial ethics and cultural consistency across all national and commemorative holidays. Holidays shall not be exploited as cheap pretexts for brand self-promotion, nor treated inconsistently within the brand’s messaging.
Memorial Day Protocol. Content generated for Memorial Day, specifically, must focus strictly and solemnly on honoring fallen service members and their families. Sales are okay but, the foundational meaning of the day needs to stay in tact if a sale is going to be run.
16. Executive Work Autonomy & Salaried Exempt Status
Operational Sovereignty. In strict accordance with federal and state labor standards governing a Salaried Exempt W-2 executive role, I retain sole, exclusive discretion over the methods, tactical processes, and day-to-day scheduling by which the scoped work is performed within my defined operational calendar (Section 11).
Outcome Control vs. Process Control. The Employer retains the right to direct high-level strategic outcomes, corporate priorities, and overarching brand targets. The Employer explicitly retains zero right to dictate hour-by-hour scheduling, log activity minutes, or micro-manage the technical methods, software tools, or workflows used to achieve those outcomes. Any attempt to cross this line violates the legal parameters of exempt employment and constitutes a material breach of contract.
17. Pre-Dispute Notice & Mutual Public Disparagement Prevention
(a) Unlawful Nature of Public Disparagement & Retaliation. The Employer explicitly acknowledges that under applicable federal and state labor standards governing W-2 employment and Work-for-Hire relationships, it is an unlawful business practice to engage in post-employment retaliation, public defamation, or corporate blacklisting. The use of public smear campaigns, bad-faith reviews, or threats of reputational harm to coerce the Employee into surrendering proprietary, un-scoped intellectual property (such as underlying frameworks, raw keyword strategies, or core methodologies) constitutes actionable economic coercion, extortion, and tortious interference with business relations.
(b) Absolute Loophole Defeasance & Modern Medium Catch-All. To neutralize deceptive "loopholes" or workarounds popularized by contemporary business mentors, coaching programs, or online compliance-evasion tactics, the protections of this section are absolute and independent of the medium utilized. The prohibitions against defamation, disparagement, and unauthorized asset extraction apply universally. This includes, but is not limited to:
All digital, electronic, telephonic, wireless, mobile, or legacy landline communication networks.
All text messages (SMS/MMS), encrypted messaging applications (e.g., WhatsApp, Signal, Telegram), social media platforms, public or private online review portals, third-party contractor forums, podcaster networks, or industry peer groups.
Any verbal, written, implied, or unlogged communication.
The assertion that a communication method falls outside these terms because it utilized personal mobile devices, wireless lines, or informal messaging channels is contractually invalid.
(c) Mutual Non-Disparagement & Reputational Security. The Employer (including its executives, parent corporate entities, subsidiaries, and brand channels) and the Employee mutually agree that they shall not—directly or indirectly—make, publish, post, or communicate any negative, critical, or disparaging remarks, reviews, or statements about the other party to any third party. This absolute prohibition applies during and permanently after the conclusion of this engagement.
(d) Split-Timeline Pre-Dispute Notice & Mandatory Cure Windows. Prior to initiating any formal legal action, administrative complaint, or public escalation regarding this relationship, the complaining party must provide detailed, formal written notice of the specific dispute to the other party via certified mail. The applicable timeframes to cure a valid dispute are strictly split based on the nature of the breach:
Monetary Delinquency (Missed Salary or Payroll Failure): The Employer is granted a strict and maximum window of five (5) business days from the documented date of delivery to completely cure any missed payroll deposit, processing error, or failed ACH transfer. No labor shall be performed during this 5-day delinquency window.
Non-Monetary Operational Disputes: For complex strategic, technical, or administrative disagreements, both parties agree to allow a mandatory window of thirty (30) business days from the documented date of delivery to negotiate privately in good faith and cure the issue before pursuing external remedies.
(e) Violations & Immediate Legal Remedies. Any violation of this section or failure to cure within the designated split timelines constitutes an immediate material breach of this Agreement, automatically absolving the Employee of any ongoing operational or transition obligations. The Employee shall be entitled to seek immediate injunctive relief and liquidated damages in the courts of Lee County, Alabama, alongside any civil remedies available for defamation, extortion, and tortious interference.
(f) Protected Statutory Rights. Nothing in this Section or Agreement shall limit, restrict, or prohibit either party from providing truthful testimony or communicating information required by law, a valid court order, or an authorized federal, state, or local government agency, including the Department of Labor (DOL), the Internal Revenue Service (IRS), or the Equal Employment Opportunity Commission (EEOC).
18. Operational Definitions: Harassment & Emergency Boundaries
Harassment Definition. For the strict enforcement of Section 9 (Termination for Cause), "Harassment" includes, but is not limited to: repeated or persistent attempts to contact the Employee outside of scheduled working days or hours (Section 11). Any form of professional or personal threats; public disparagement executed without first fulfilling the mandatory pre-dispute notice requirements of Section 17; or the use of abusive, demeaning, hostile, or uncivil corporate communication.
Emergency Definition. For the strict enforcement of Section 11 (Weekly Schedule), an "Emergency" is narrowly defined as a catastrophic, critical systemic failure directly threatening an active, live digital asset. This is strictly limited to: a complete live website outage, an active advertising account suspension, or a confirmed cybersecurity breach. "Emergency" explicitly excludes routine operational requests, general dissatisfaction, last-minute creative pivots, or an Employer preference for accelerated turnarounds.
19. Regulatory Compliance Integration & No Outcome Guarantees
Compliance Execution Mandate. I operate with direct, advanced compliance awareness and regulatory literacy across the Credit Repair Organizations Act (CROA), FTC Act Section 5, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), Unfair, Deceptive, or Abusive Acts or Practices (UDAAP) standards, Food and Drug Administration (FDA) labeling regulations, the Americans with Disabilities Act (ADA) digital access requirements, and platform-specific network advertising policies. All strategic initiatives, lifecycle funnels, and copywriting structures are engineered to structurally mirror these compliance metrics.
Absolute Disclaimer of Outcome Guarantees. I strictly do not guarantee, promise, or warrant specific commercial outcomes, search engine rankings, metric improvements, traffic volume, corporate revenue, or scaling growth figures of any kind.
FTC-Compliant Marketing Posture. While historical deliverables and prior engagement assets may be referenced exclusively as technical proof of work, structural diagnostics, or architectural framework examples, I strictly do not utilize or provide "case studies" or "results-driven" marketing frames in any commercial or contractual material. This policy is rigidly maintained to ensure absolute alignment with FTC Act Section 5 guidelines regarding unsubstantiated, non-typical commercial claims.
20. Intellectual Property & Proprietary Methodology
Proprietary Methodology Ownership. All methodology developed and used by me—including but not limited to the NorthStar Framework, the NorthStar Assessment, and my compliance review process—remains my sole, exclusive, and permanent intellectual property (Background IP). Notwithstanding the W-2 employment status, corporate payroll structure, or any default "Work-for-Hire" legal doctrines of this relationship, this engagement does not convey any right, license, access, or disclosure of the underlying methodology, assessment structure, keyword strategy logic, or copywriting technique itself to the Employer; the Employer receives exclusively the finished, customized deliverables produced using it.
Keyword Research Exploitation Firewall. Keyword research I conduct is my proprietary work product. It is delivered to the Employer exclusively in its final, applied form—fully embedded within the Employer's live website content, marketing copy, and campaign material. Raw keyword research (including but not limited to raw lists, data sets, spreadsheet metrics, search volume/competition analysis, or the strategic research process itself) is explicitly excluded from the scope of employment duties, is not a deliverable under any engagement, and is strictly not provided to the Employer separately from its applied use.
Copywriting Technique Reservation. How I structure copy, integrate compliance keywords, and build psychological hooks within content constitutes proprietary methodology, not a transferable corporate asset or deliverable in itself. The Employer receives exclusively the finished copy produced during working hours; the underlying techniques, templates, and formulas used to produce it remain mine permanently.
Demands for Disclosure & Immediate Termination. Any demand by the Employer, its executives, or its secondary agents for access to, extraction of, or disclosure of my proprietary methodology, raw keyword research, or underlying copywriting or strategy techniques after I have been retained as an expert constitutes a material breach of contract and grounds for immediate termination of the employment engagement by me, without notice, without any further operational or transition obligation on my part, and while retaining all salary, retainers, and compensation paid to date in full.
Unauthorized Misappropriation & Theft. Attempting to obtain, extract, reverse-engineer, or use my proprietary methodology or raw work product outside the strict scope of the applied deliverables provided under an active, current, paid engagement constitutes theft of services, willful copyright infringement, and misappropriation of trade secrets under applicable state and federal laws, including the jurisdiction of Lee County, Alabama.
21. Corporate Liability & Third-Party Vendor Indemnification
Employer of Record Liability. In strict accordance with the W-2 employment classification established herein, the Employer, as the legal Employer of Record, assumes full corporate liability arising from work performed by the Employee within the standard scope of her role. This includes, but is not limited to: the prompt reimbursement of travel and reasonable business expenses, full assumption of legal fees arising from third-party claims connected to the scope of employment, and continuous workers' compensation insurance coverage as mandated by applicable state laws.
Personal Liability Exemption. The Employee is entirely exempt from personal liability regarding corporate claims, financial damages, regulatory fines, or operational losses arising from the Employer's autonomous business operations, management decisions, unapproved content deployments, raw data collection practices, or the utilization of deliverables outside the agreed scope of the role.
Third-Party Vendor & Label Maker Firewall. The Employer bears sole financial, operational, and legal liability for all third-party suppliers integrated into this engagement, including but not limited to label makers, print shops, product packaging facilities, physical manufacturers, and external legal counsel retainers. Under no circumstances shall the Employee be held liable for the Employer’s failure to settle vendor invoices, pay printing fees, fund manufacturing runs, or maintain current balances or healthy relationships with external suppliers. The Employer agrees to indemnify, defend, and hold the Employee completely harmless against any collection actions, material processing delays, or structural legal claims arising from the Employer's non-payment to third-party vendors or a third-party not fulfilling their duties.
22. Mutual Corporate Confidentiality
Protection of Sensitive Data. Confidential operational and proprietary business information shared by the Employer with the Employee during the course of this active engagement will be kept strictly confidential and utilized solely for the internal execution of the scoped deliverables.
Equitable Reciprocity. This confidentiality covenant is executed in mutual alignment with, and subject to, the heavy intellectual property firewalls and technical methodology protections detailed independently in Section 20. The exchange of data does not compromise the Employee’s Background IP or core architectural formulas.
23. Permanent Structural Survival
Covenants Surviving Termination. The parties explicitly agree that the rights, obligations, firewalls, and liabilities engineered within Section 17 (Prevention of Retaliation & Defamation), Section 20 (Intellectual Property & Proprietary Methodology), Section 21 (Corporate Liability & Vendor Indemnification), and Section 22 (Mutual Corporate Confidentiality) shall permanently survive the termination, cancellation, or expiration of this Agreement for any reason. The closure of a corporate lifecycle engagement does not release the Employer from these protective legal frameworks.
24. General Provisions & Anti-Loophole Boilerplate
Severability. If any single provision, sub-bullet, or clause of this Core Engagement Framework is found by a court of competent jurisdiction to be unenforceable or invalid under Alabama law, that provision will be limited or eliminated to the minimum extent necessary. The remaining provisions of these Terms shall continue in full force and effect.
Entire Agreement. This Framework, integrated together with an explicitly executed W-2 retainer or employment offer, constitutes the entire and absolute understanding between the Employer and Misty Burrell. It supersedes and completely replaces all prior verbal discussions, text message threads, proposals, or informal understandings not formally incorporated into this signed text.
Operational Amendment. I retain the right to update this Framework from time to time to adapt to shifting federal data compliance regulations (FTC, FCC, DOL). Continued engagement or payroll deployment after an update constitutes an absolute acceptance of the revised Terms. Material structural updates affecting an active, signed contract term will be communicated directly to the Employer's corporate officers.
Strict Assignment Prohibition. The Employer may not assign, transfer, flip, or delegate any rights, platform accesses, or corporate obligations under these Terms to any secondary entity without my explicit, prior written consent. I reserve the right to assign these Terms in connection with a formal restructuring or ownership evolution of the EmBeance brand equity.
Force Majeure. Neither party shall be held liable for standard processing delays or an inability to perform active duties resulting from circumstances completely beyond their reasonable control. This includes, but is not limited to: severe personal or immediate family medical crises, certified caregiving emergencies, natural disasters, utility failures, or platform-wide infrastructure outages (e.g., Squarespace, Shopify, Meta Ads API, or Google network blackouts).
25. Governing Law & Localized Jurisdiction Hook
Lee County Venue. These Terms, and all operational relations arising under them, are governed strictly by the laws of the State of Alabama, without regard to conflict of law principles. Exclusive jurisdiction and absolute venue for any legal dispute, enforcement hearing, or injunction arising under this Agreement shall lie solely in the local courts of Lee County, Alabama.
26. Administrative Contact
Official Communications Gate. All legal notices, corporate inquiries, formal clarifications, or certified communications regarding these Terms must be directed exclusively to the secure corporate inbox at: Info@EmBeance.com.