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RevShoppe MSA

RevShoppe Master Services Agreement

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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. dba RevShoppe (“RevShoppe” or “Company”) a Texas corporation, having a principal place of business at 2106 Haskell St. Num 2, Austin, TX 78702 and _____________________. (“Client”), with a principal place of business at ________________________________________. Each of Company and Client may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.” 

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WHEREAS, Company desires to render certain services to Client;

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WHEREAS, Client desires to retain Company to consult with Client and provide the Client with certain services;  

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NOW THEREFORE, in consideration of the foregoing, and the mutual promises, covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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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 an applicable Statement of Work (“SOW”).  All SOW must be mutually agreed to by the Parties to be binding pursuant to this Agreement.  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, 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.  If identified on a Statement of Work, Client will make available to RevShoppe certain of its facilities, computer resources, software programs, systems, and employees as necessary for performance of the Services, provided that RevShoppe shall comply at all times with Client’s policies, and rules and regulations regarding safety, security and conduct, and use of the Client's facilities, information technology, equipment, systems, networks and other resources.

 

2. PAYMENTS. 

  1. Compensation.
  1. Compensation due under this Agreement is set forth in the applicable SOW issued pursuant to this Agreement.  
  2. In addition to any other right or remedy provided by law, if Client fails to pay for undisputed fees of 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.
  1. Expenses.  
  1. Client will reimburse RevShoppe for reasonable expenses identified in the SOW, including travel and accommodations, incurred in the performance of the Services only to the extent such expenses have been approved in advance and in writing by the Client (approval via email is sufficient)

      c. Payment Due Date. Unless otherwise stated in an applicable SOW, all payments under this Agreement shall be due net thirty (30) days from the invoice receipt.

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3. WORK PRODUCT OWNERSHIP. To the extent that RevShoppe is specifically developing any work product for use by the Client based on an applicable Statement of Work (“Deliverables”), all intellectual property, notes, source code, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets developed for and relating solely to the Deliverables are the sole property of Client.  RevShoppe agrees that any Deliverables are works for hire.  RevShoppe also agrees to assign (or cause to be assigned) and hereby assigns fully to the Client all Deliverables and any copyrights, patents, mask work rights or other intellectual property rights relating to all Deliverables.  RevShoppe agrees to cooperate reasonably with any requests of Client to perfect its rights in any Deliverable created under this Agreement.  All other intellectual property and trade secrets developed by RevShoppe in performing the Services that is not derived from any Confidential Information (hereinafter defined) of Client, shall remain the exclusive property of RevShoppe.  All other rights are expressly reserved by RevShoppe.

 

4. CONFIDENTIALITY. 

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  1. The parties acknowledge that by reason of their relationship under this Agreement, they may have access to and acquire material, data, systems and other information concerning the operation, software pricing, business, projections, market goals, financial affairs, products, services, customers and intellectual property rights of the other party that may not be accessible or known to the general public, including, but not limited to, the terms of this Agreement (collectively, “Confidential Information”) of the other party.

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  1. Each party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other party (the “Disclosing Party”), both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party.  The Receiving Party further agrees to use the Confidential Information only for the purpose of performing under this Agreement.  

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  1. Notwithstanding the foregoing, the obligations set forth herein shall not apply to Confidential Information which:

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  1. is or becomes a matter of public knowledge through no fault of or action by the Receiving Party;

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  1. was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party;

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  1. subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without restriction;

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  1. is independently developed by the Receiving Party without resort to the Confidential Information; or

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  1. is required by law or judicial order, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party's efforts to secure such a protective order or other legal remedy to prevent the disclosure.

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  1. Each party acknowledges that a breach by the other party of any confidentiality or ownership provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation.  Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

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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. Client may revoke any grant of logo rights in this Section 5 at any time. 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. RevShoppe represents and warrants that (i) it has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder and to grant the rights granted under this Agreement to Client; (ii) nothing contained in this Agreement or in the performance of this Agreement will place RevShoppe in breach of any other material contract or obligation; and (iii) the Services will be provided in accordance with all applicable laws and government regulations and conform to or exceed the standards generally observed in the industry for similar Services. 

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7. INDEMNIFICATION. 

7.1. RevShoppe shall indemnify and defend Clients and its officers, directors, employees and agents from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against Client by a third party (i) alleging that the Services or RevShoppe (including its employees and contractors) infringes, misappropriates or otherwise violates any patent, copyright, trademark, or other intellectual property right of a third party; (ii) arising from RevShoppe’s breach of its confidentiality obligations; or (iii) arising from RevShoppe’s negligence and willful misconduct.

7.2. Client shall indemnify and defend RevShoppe and its officers, directors, employees and agents from and against all claims, damages, losses and expenses (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against RevShoppe by a third party alleging that the materials provided by Client in this Agreement necessary for RevShoppe to perform its obligations hereunder infringes, misappropriates or otherwise violates any patent, copyright, trademark, or other intellectual property right of a third party. 

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8. LIMITATION OF LIABILITY

  1. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, REVSHOPPE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. FURTHER, REVSHOPPE DOES NOT WARRANT THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR SPECIFIC RESULTS OF USE, THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT PATCHES OR WORKAROUNDS WILL BE PROVIDED OR THAT ERRORS WILL BE CORRECTED IN IMPROVEMENTS.  CLIENT ACKNOWLEDGES THAT REVSHOPPE DOES NOT CONTROL THIRD PARTY DATA OR THE TRANSFER OF ANY DATA OVER NETWORKS OR COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THIRD PARTY DATA, NETWORKS AND COMMUNICATIONS FACILITIES. REVSHOPPE IS NOT RESPONSIBLE FOR ANY THIRD PARTY DATA, DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING THEREFROM.

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  1. NEITHER REVSHOPPE NOR ITS VENDORS NOR LICENSORS WILL HAVE ANY LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFIT OR SAVINGS, SALES, LOST OR CORRUPTED DATA OR SYSTEM CRASH, LOSS OF BUSINESS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR RISING OUT OF THIS AGREEMENT, EVEN IF REVSHOPPE HAS BEEN APPRISED OF SUCH LOSS OR DAMAGE. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS-IS” AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF REVSHOPPE, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY EXCEED THE TOTAL FEES PAID HEREUNDER BY CLIENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING APPLICABLE CLAIM.  THE LIMITATIONS SET FORTH HEREIN SHALL NOT APPLY IN THE CASE OF REVSHOPPE’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

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9. TERM AND TERMINATION

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  1. The Term of this Agreement will begin on the Effective Date and will continue until the earlier of (i) final completion of the Services,  (ii) termination as provided in Section 9(b) or (iii) 1 year from the date of execution of this Agreement.  The Agreement may be renewed in successive one year increments, each a Term, upon mutual agreement of the Parties prior to the expiration of the then current Term.

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  1. Termination

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  1. Either party may, by written notice of default to the other party, terminate this Agreement, if the other party materially breaches this Agreement, and the breaching party does not cure such material breach within thirty (30) calendar days after receipt of written notice of such breach.

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  1. Either Party may by written notice terminate this Agreement immediately following the other Party’s failure to resolve the suspension of business, insolvency, institution of bankruptcy, liquidation proceedings by or against the other Party, appointment of a trustee or receiver for the other Party’s property or business, or any assignment, reorganization or arrangement by the other Party for the benefit of its creditors.

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10. MISCELLANEOUS. 

  1. 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.

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  1. 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.

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  1. 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.

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  1. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Texas, without regard to its principles of conflicts of laws and the parties hereto expressly consent to personal jurisdiction to the federal and state courts located Austin, Texas which shall be the exclusive jurisdictions for any action brought in connection with this Agreement or any rights affected by exercise of the terms hereof.  Each party hereto also irrevocably waives any objection on the grounds of venue, forum non conveniens or any similar objection, and irrevocably consents to service of process by mail to the address set forth herein for each party..

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  1. 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.

 

  1. 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.

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  1. 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.

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  1. SOLICITATION OF REVSHOPPE EMPLOYEES.
  1. 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 (Coordinator or Copywriter) and fifty thousand dollars ($50,000.00) for individuals in any director level role or above (Consultant, Program Manager, Content Strategist, Data Analyst, or Executive), 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.

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  1. 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-five (25%) 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 three-hundred and sixty (360) after completion of the engagement.

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