Master Client Services Agreement.
Last Modified July 15, 2024
This Master Client Services Agreement (this “Agreement”), dated as of the date of Client acceptance of these terms and purchase of a product or service (the “Effective Date”), is by and between Stacy Guerrero (“Service Provider”) and the party accepting the terms and purchasing the product or service (“Client”) and together with Service Provider, the “Parties”, and each a “Party”.
WHEREAS, Service Provider has the capability and capacity to provide certain online business management services, including but not limited to those described herein and in any Statement of Work hereunder;
WHEREAS, Client desires to retain Service Provider to provide said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:
Services. Service Provider shall provide to Client the services (the “Services”) set out in each statement of work, which will be sent separately and will be within Exhibit A (the “Statement of Work”). Any Statement of Work shall not be modified or expanded except by written agreement of the Parties.
Fees and Expenses.
In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay all amounts specified (including but not limited to fees, costs, and expenses) in each Statement of Work, and on the schedule provided in each Statement of Work.
In the event that Client fails to make any payment required by this Agreement, including in any Statement of Work, Service Provider shall immediately cease all work until payment is made.
Limited Warranty.
Service Provider warrants that it shall perform the Services:
In accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement.
Using personnel of commercially reasonable skill, experience and qualifications.
In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (aa) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (bb) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (cc) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.
Intellectual Property.
The product of any work performed under this Agreement (“Work Product”), including, without limitation, creations, works, devices, models, notes, notebooks, reports, documentation, drawings, images, audiovisual works, video files, audio files, podcasts, literary works, blogs, website copy, marketing copy, computer programs, software coding and inventions, work-in-progress and deliverables shall be the sole property of Client, and Service Provider hereby assigns to Client all right, title and interest therein, including but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Each Party shall be entitled to use the other Party’s name and/or likeness in advertising and other business materials, provided such use shall not disparage or defame the other Party or its business.
Any intellectual property created, authored or developed, or owned by Service Provider before the date of this Agreement, or created, authored or developed after the date of this Agreement, but independent of this Agreement, including without limitation, creations, works, devices, models, notes, notebooks, reports, documentation, drawings, images, audiovisual works, video files, audio files, podcasts, literary works, blogs, website copy, marketing copy, computer programs, software coding and inventions (“Service Provider IP”) shall remain the sole property of Service Provider, together with all right, title and interest therein, including but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, trademark rights, and other proprietary rights therein. Service Provider may grant Client a limited license hereunder to use some or all of Service Provider IP in Client’s business. If such license is desired, Service Provider shall notify Client in writing which of the Service Provider IP is included in such license and which Client may use in Client’s business.
Term & Termination.
This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, unless sooner terminated pursuant to any of Sections 6.2, 6.3, or 6.4.
Either Party may terminate the Agreement without cause by providing written notice at least 30 days prior to any ongoing monthly fee payment deadline. In the event of termination under this provision, the Service Provider shall continue to provide service through the end of the period for which the fees have been paid.
Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder and such failure continues for 30 days after Client's receipt of written notice of nonpayment.
Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach.
Becomes insolvent or admits its inability to pay its debts generally as they become due.
Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
Is dissolved or liquidated or takes any corporate action for such purpose.
Makes a general assignment for the benefit of creditors.
Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Entire Agreement. This Agreement, including and together with the attached Statement of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 12 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement.
Choice of Forum. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Bryan, TX under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
Force Majeure. The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.
EXHIBIT A
STATEMENT OF WORK #_1_
This Statement of Work (“SOW”) is entered into as of the date of Client acceptance of these terms and purchase of The Centralized Haven: Organize Your Business (the “Effective Date”), by and between Stacy Guerrero (“Service Provider” and the party accepting the terms and purchasing The Centralized Haven: Organize Your Business (“Client”) and together with Service Provider, the “Parties”, and each a “Party”) pursuant to the Master Client Services Agreement between the Parties above (the “Agreement”).
Incorporation of Agreement. This SOW is a SOW pursuant to the Agreement, and all of the terms, conditions, obligations, representations and warranties set forth in the Agreement apply to this SOW and to the Services and Deliverables contemplated by this SOW. All terms defined in the Agreement will have the same meaning in this SOW. The Agreement is incorporated in and made an integral part of this SOW. To the extent that the terms of this SOW conflict with those in the Agreement, the Agreement will govern unless expressly stated otherwise herein.
Services. The Services to be rendered by Service Provider are:
Providing Online Business Management services for three months to centralize and organize the Client’s business in a project management system with an option to extend an additional three months if necessary and agreed upon in advance with a new SOW.
Deliverables. The Deliverables to be provided by Service Provider are:
Initial Assessment: Review of Client’s business, operations, technology, workflows, and problem areas. One 2-hour Zoom session to complete assessments, drafting of findings from initial assessment by Service Provider, one 1-hour Zoom session to deliver findings.
Strategy and Planning: Service Provider will create a strategy and plan by for getting Client’s business centralized, file storage organized, getting processes documented, and tasks organized. One 1-hour Zoom session to deliver and review strategy and plan.
Implementation:
Will include:
Up to 10 weekly calls to provide guidance, advice, and accountability.
Up to 2 hours of implementation work each week by Service Provider.
Communication via email and/or project management tool in between weekly calls.
May also include:
Oversight and assistance of setup of SOP library and index by Service Provider.
Setting Client up for success with their current or future team with the use of the SOP library and index.
Oversight and assistance with setting up a metrics tracker by Service Provider.
Reviewing and revising processes and procedures to streamline business and best utilize business resources.
Schedule and Deadlines. Services must be rendered and/or Deliverables delivered to Client by:
Upon payment, Client will be directed to schedule the initial assessment. If there is not a date and time on the schedule that works for Client, Client will contact Service Provider at Stacy@StacyGuerrero.com to make arrangements. Service Provider will ensure that Client is offered dates and times that work for Client and Service Provider to schedule the initial assessment within 90 days of payment.
Initial assessment findings Zoom meeting will be scheduled within 14 days of initial assessment. Strategy and Planning Zoom meeting will be scheduled within 7 days of the initial assessment finding meeting.
Weekly meetings will be scheduled at the same date and time each week for up to 10 weeks. Any meetings that Client is late by more than 10 minutes or cancels with less than 24 hours notice will be considered forfeit. If Service Proider must cancel a meeting, attempts will be made by Service Provider to reschedule within the same calendar week. If that is not possible, an additional meeting at the end may be added if agreed upon in advance. Any weekly meetings not used within the original 90 days will be considered forfeit unless agreed upon in advance.
All Services and Deliverables must be completed by no later than 90 days from the date of the initial assessment (“Final Completion Date”). However, Client’s reasonable cooperation in providing information, feedback, and timely payments is required. Any delay by Client may impact the Final Completion Date, and Client shall accommodate schedule adjustment requests by Service Provider in such circumstances.
Other Terms and Conditions
The success and results of the services provided and the level of organization achieved during these three months are contingent upon the Client's active participation, timely provision of information and feedback, implementation of recommendations, and consistent work commitment. Service Provider shall not be held liable for any delays, deficiencies, or lack of results arising from the Client's failure to fulfill these responsibilities. The Client understands that their active involvement and dedication are critical to achieving the desired outcomes and that open and prompt communication throughout the project is essential.
This SOW can be extended for an additional three months via another SOW should the Client need additional support and it is agreed upon in advance. The Client must notify Service Provider no less than 7 days prior to the end of this SOW that they would like to extend the agreement.
Compensation and Payment Schedule. For the Services and Deliverables contemplated by this SOW, Client will pay Service Provider as follows:
Client will choose one of two options
Option 1: Monthly payments of $1,800.00, which are due and payable on the same date of the month that the original payment was made and shall continue two more times, until a total of three payments totalling ($5,400) are made. Payment to Service Provider of such fees shall constitute payment in full for the performance of services.
Option 2: One payment in full of $5,250, which is due and payable at the onset of this agreement. Payment to Service Provider shall constitute payment in full for the performance of services.
Payment Instructions. All payments made by Client pursuant to this SOW will be delivered as follows:
Client will deliver payment via credit card or debit card using Service Provider’s secure online payment system.
Monthly payments will continue to be automatically charged monthly as described above. It is Client’s responsibility to ensure funds are available on the card used to make the initial payment.
In witness whereof, the parties’ authorized representatives have executed this Statement of Work, intending to be legally bound, as of and effective on the date set forth above.