This Master Services Agreement (this “Agreement”) is between AJAX UNION, LLC, a New York limited liability company with offices located at 253 36th Street, Brooklyn, New York 11232 (“Agency”) and the client whose contact information and authorized signatory have been provided in connection with this Agreement (the “Client”). This Agreement cannot be extended or modified without prior written consent by both parties.
1. For all of Agency’s services described herein (the “Services”), Client shall pay to Agency an annual, non-refundable payment of $10,000.00. Payments shall either be prepaid via wire transfer, check, or credit card.
2. Services. Unlimited Email Helpdesk Support (Helpdesk is staffed M-F 9a-5p ET); Educational Marketing Toolkits and Briefs (upon email request); Strategy Phone Call with a marketing expert once per month; B2B Analytics; Call Tracking Recording; Website Visit Recordings. See this page and following pages for more information about the Services.
3. Term. The term of this Agreement shall be one (1) year from the effective date as set forth herein. Upon expiration of the Term, this Agreement shall automatically renew for an additional one (1) year, except that Client may elect not to renew this Agreement by providing written notice to Agency no less than thirty (30) days prior to the expiration of the respective one (1) year Term. This Agreement shall renew in perpetuity unless otherwise terminated or modified by the parties.
4. Agency is retained as an independent contractor. Agency will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on Agency’s behalf. Agency understands that they will not be entitled to any fringe benefits that Client provides for its employees, generally, or to any statutory employment benefits, including, without limitation, worker’s compensation or unemployment insurance.
5. Confidentiality; Non-Solicitation.
a. Except as provided in this Agreement, neither party shall make any disclosure of (i) any information labeled “Confidential” or otherwise designated by the party revealing such information (a “Disclosing Party”) to be confidential either verbally or in writing, and/or (ii) information that, given its type and the circumstances under which it is revealed to or otherwise obtained by the receiving party (a “Receiving Party”), the Receiving Party should reasonably know that such information is confidential (the “Confidential Information”), to anyone other than employees who have a need to know such information in connection with this Agreement or SOW and have agreed to and are bound by the terms set forth in this Section 3(a). Confidential information shall not include a) information in the public domain at the time of disclosure or otherwise available to the Receiving Party other than on a confidential basis, b) information that, after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party or any third party under a confidential obligation with the Disclosing Party, c) information lawfully disclosed to the Receiving party by a third party not under an obligation of confidentiality to the Disclosing Party, d) information developed by the Receiving Party independent of the disclosures by the Disclosing Party without reliance on or use of Confidential Information of the Disclosing Party, or e) information required to be disclosed by order of any court of competent jurisdiction or other governmental authority (provided, however, that the Receiving party shall timely inform the Disclosing Party of all such legal or governmental proceedings so that the Disclosing Party may attempt by appropriate legal means to limit such disclosure, and the Receiving Party uses its best efforts to limit the disclosure and maintain confidentiality to the maximum extent possible). Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information, and require its employees to comply with these obligations. This Section 3(a) shall survive for a period of two (2) years after the termination of this Agreement.
b. The Disclosing Party shall remain the owner of any Confidential Information it provides to the Receiving Party. Except as otherwise provided in this Agreement, the Receiving Party receives no title, license, or ownership interest in any Confidential Information it receives. Upon the written request of the Disclosing Party, the Receiving Party will return to the Disclosing Party all of the Disclosing Party’s Confidential Information that the Receiving Party has in its possession. This Section 3(b) shall survive for a period of two (2) years after the termination of this Agreement.
c. The parties hereto understand and agree that, during the term of this Agreement and for a period of two (2) years thereafter, should Client hire or solicit for employment, directly or indirectly, or induce to accept employment as a consultant or employee of Client or any affiliate of Client any employee of Agency, Client shall pay to Agency an amount equal to two (2) times said employee’s annual salary paid to said employee by Agency.
6. Client agrees to make available to Agency, for Agency’s use in performing the services required by this Agreement, all logos, graphics, photos, branding, collateral, items of hardware and software as Client and Agency may agree are reasonably necessary for such purpose. Client hereby grants to Agency a revocable, limited license to use any and all intellectual property of Client for the purpose of accomplishing the services contemplated in this Agreement, including its name, image, and likeness. Client further authorizes Agency to use its intellectual property for the purpose of publishing and/or advertising its work performed for or on behalf of Client, including publication of such content on Agency’s website.
a. Agreement Termination. Client may at any time and without cause terminate this Agreement by giving thirty (30) days written notice of termination to the Agency, provided that the Agreement has been in effect for at least eleven (11) months. Termination of this Agreement shall not affect any SOW then in effect, if applicable.
b. No Liability for Termination. If Agency terminates this Agreement for any reason permitted under this Agreement, Agency shall not be responsible or liable to Client for any costs, fees, expenses, charges, debts, or obligations incurred by Client as a result of such termination.
8. Client agrees to indemnify and hold Agency harmless with respect to any claims, loss, lawsuit, liability, or judgment suffered by Client which results from the use the Services in a way not prescribed by Agency or in any unintended way.
9. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
10. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Exclusive jurisdiction and venue shall be in the Kings County, New York Supreme Court, and Client hereby submits to such jurisdiction for any and all disputes that arise from this Agreement.
11. This Agreement shall be binding upon and inure to the benefit of Client and Agency and their respective successors and assigns. Agency may assign any of its obligations under this Agreement without Client’s prior written consent.
12. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
13. Client warrants that everything it gives Agency to use in fulfillment of services is legally owned or licensed to Client. Client agrees to indemnify and hold Agency harmless from any and all claims brought by any third-party relating to any aspect of the services performed by Agency, creative content or other content generated by Agency, including, but not limited to, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Client’s products/services, material supplied by Client, copyright, trademark, or patent infringement, and defective products sold via the advertising or services provided to Client by Agency. Further, Client agrees to indemnify Agency from responsibility for problems/disruptions caused by third-party services and contractors that Client may use, such as media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the execution of the services outlined in this Agreement by Agency for the benefit of Client.
14. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement or is otherwise required to incur expense relating to the enforcement of this Agreement, including, but not limited to, collection efforts, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including any expert witness fees, as well as any other third-party costs of enforcement and/or collection for unpaid amounts due hereunder.
15. If and to the extent that either party is prevented or delayed from performing any of its obligations under this Agreement by an event not within the reasonable control of the party whose performance is impacted by the event, including but not limited to lockouts, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster (“Force Majeure”), and promptly notifies the other party of such event as soon as reasonably practicable, then the affected party will be relieved of liability to the other for failure to perform or for delay in performing such obligations (as the case may be) and will not be in breach of the terms and conditions of this Agreement as a result of that failure or delay, but will nevertheless use its best efforts to resume full performance as soon as possible.