Master Services Agreement
This Master Services Agreement (“Agreement”) is entered into and made effective as of the date of execution (“Effective Date”) by and between CopyShoppe Partners, LLC. (“RevShoppe”) a Texas State limited liability company, having a principal place of business at 2106 Haskell St. #2, Austin, TX 78702 and You (“Client”). Each of Company and Client may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
1. SERVICES. The Client hereby retains RevShoppe and RevShoppe hereby agrees to render consulting services (“Services”) to the Client for the term of this Agreement. The Services shall include, but are not limited to, those duties set forth in a statement of work (“Statement of Work”) attached hereto as Exhibit A. RevShoppe will not perform any Services for the Client except as authorized or requested by the Client (authorization via email is sufficient). RevShoppe represents that RevShoppe has the qualifications, the experience and the ability to properly perform the Services. RevShoppe agrees to complete the Services in a manner satisfactory to the Client and in accordance with generally accepted professional standards prevailing at the time the Services are performed.
Compensation due under this Agreement is set forth in the Statement of Work attached as Exhibit A.
If paying by credit card, Client agrees to pay additional 2.9% convenience fee.
Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, RevShoppe has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.
Unless expressly modified in Exhibit A, the Client will reimburse RevShoppe for reasonable expenses, including travel and accommodations, incurred in the performance of the Services to the extent such expenses have been approved in advance and in writing by the Client (approval via email is sufficient).
3. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Deliverables") developed in whole or in part by RevShoppe in connection with the Services will be the exclusive property of the Client. Upon request, RevShoppe will execute, within a reasonable period of time, all documents necessary to confirm the exclusive ownership of Client to the Deliverables.
4. CONFIDENTIALITY. RevShoppe and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of RevShoppe, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. RevShoppe and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Client of these confidentiality obligations which allows RevShoppe to disclose Client's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
5. USE OF LOGO. Client hereby grants to RevShoppe the express right to use Client's company logo in marketing, sales, financial, and public relations materials and other communications solely to identify Client as a RevShoppe customer. RevShoppe hereby grants to Client the express right to use RevShoppe's logo solely to identify RevShoppe as a provider of services to Client. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings or specifications without the prior written permission of the other party.
6. WARRANTY. RevShoppe shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in RevShoppe's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to RevShoppe on similar projects.
7. INDEMNIFICATION. Client shall indemnify RevShoppe against all claims, costs and expenses which RevShoppe may incur and which arise, directly or indirectly, from your breach of any of your obligations under this Agreement, including any claims brought against RevShoppe alleging that any services provided by us in accordance with the proposal infringes a patent, copyright or trade secret or other similar right of a third party.
8. LIMITATION OF LIABILITY
Except in respect of death or personal injury due to negligence for which no limit applies, our entire liability to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by you to which the claim relates.
In no event shall RevShoppe be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or RevShoppe had been made aware of the possibility of you incurring such a loss.
Nothing in these Terms and Conditions shall exclude or limit RevShoppe’s liability for death or personal injury resulting from my negligence or that of its employees, agents or subcontractors.
9. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
The failure to make a required payment when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
10. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
11. NO GUARANTEE. The Client does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of RevShoppe may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results. RevShoppe will provide their full expertise and consulting services in regards to sales engagement strategy and enablement to improve campaign performance for the course of the engagement.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
13. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
14. AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
15. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Texas.
16. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the “Address” field on the signature page below, as one party may have furnished to the other in writing.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
18. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
If Client hires an employee or contractor of RevShoppe, the Client agrees to pay RevShoppe a flat fee of twenty-five thousand dollars ($25,000.00) for individuals in entry level roles and fifty thousand dollars ($50,000.00) for individuals in any director level role or above, in either case plus any recruiting fees that may have been included in that person becoming employed or engaged with RevShoppe. Payments required under this paragraph shall be made in full no later than thirty (30) days following the commencement of the relevant employee’s employment, or contractor’s engagement, with Client. This provision expires one-hundred and eighty (180) days after the completion of this Agreement.
If Client hires a new employee from a RevShoppe direct referral, Client agrees to pay RevShoppe a commission equal to fifteen percent (15%) of the person's’ base salary for one (1) year for entry level and managerial hires and twenty (20%) of the person's’ base salary for one (1) year for all hires at the director level or above. Payments required under this paragraph shall be made in full no later than thirty (30) days following the commencement of the relevant employee’s employment with Client. This provision expires one-hundred and eighty (180) after completion of the engagement.
The Parties, acting through their authorized officers, hereby execute this MSA.
MSA effective date February 08, 2020.