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This Master Service Agreement (“Agreement”) is entered into as of [Date], by and between Rebel Edge Marketing LLC, a Texas limited liability company, having its principal place of business at [Address] (“Service Provider” or “Rebel Edge Marketing”), and [Client Name], having its principal place of business at [Client Address] (“Client”). Rebel Edge Marketing and Client may be referred to individually as a “Party” and collectively as the “Parties.”
Purpose: This Agreement establishes the general terms and conditions under which Rebel Edge Marketing will perform marketing, advertising, design, and related services for the Client.
Introduction: Company Overview: Rebel Edge Marketing is a full-service digital marketing agency specializing in customized marketing solutions for SMBs and lower mid-market companies, particularly in “gray” industries, construction, roofing, and online retail.
Purpose of Agreement: This agreement outlines the terms and conditions under which Rebel Edge Marketing will provide marketing and development services to the client.
Scope of Services: Rebel Edge Marketing offers a wide range of services, categorized into Organic Marketing, Paid Marketing, and IT Development. Each service will be covered under a specific addendum outlining the scope, deliverables, timelines, and pricing.
Scope: The specific services to be provided under this Agreement (“Services”) will be described in one or more Statements of Work (“SOW”) to be mutually agreed upon and executed by the Parties. Each SOW is incorporated by reference into this Agreement and shall be governed by the terms hereof.
“Deliverables”: The tangible or intangible products or results to be delivered by Rebel Edge Marketing to the Client as specified in an SOW.
“Confidential Information”: Any non-public information, whether written, oral, or electronic, disclosed by one Party to the other that is designated as confidential or that a reasonable person would understand to be confidential.
Provision of Services: Rebel Edge Marketing shall provide the Services in a diligent, professional, and timely manner consistent with industry standards. The specific nature, scope, and duration of the Services shall be detailed in the applicable SOW.
Detailed Milestones: For each service provided, there will be a clear outline of milestones, including timelines for delivery, review, and approval processes.
Reporting: Description of regular reporting schedules, including what metrics will be reported, the frequency of reports, and the format (e.g., monthly performance reviews, quarterly strategy meetings).
Transparent Pricing: Each addendum will include a breakdown of costs, whether they are one-time fees or monthly retainer fees. Pricing will be based on the scope of work outlined in the respective addendums.
Payment Schedule: Details of the payment terms, including due dates, payment methods, and penalties for late payment.
Access and Information: The client agrees to provide Rebel Edge Marketing with timely access to necessary information, personnel, and systems required to perform the services outlined.
Approval Processes: The client is responsible for timely feedback and approvals as per the timelines defined in the addendums. Any delays in from the client may lead to release of liability of the company in hitting any milestones and/or timelines.
Confidential Information: Both parties agree to maintain the confidentiality of all proprietary information shared during the course of the agreement.
Ownership of Work: All work produced by Rebel Edge Marketing will be the intellectual property of the client upon full payment of services rendered.
Termination for Convenience: Either party may terminate the agreement with a [specific period] written notice.
Termination for Cause: The agreement may be terminated immediately for cause, including breach of contract, non-payment, or failure to perform duties as outlined.
Service Warranties: Rebel Edge Marketing warrants that all services will be performed in a professional and workmanlike manner.
Limitations of Liability: Details the limitations on Rebel Edge Marketing’s liability in the event of non-performance, errors, or omissions.
Mediation and Arbitration: Any disputes arising under this agreement will first be addressed through mediation. If unresolved, the matter will be submitted to binding arbitration.
Entire Agreement: This MSA, along with its addendums, represents the entire agreement between the parties.
Amendments: Any changes to the agreement must be in writing and signed by both parties.
Change Orders: Any modifications to the scope of Services must be agreed upon in writing through a Change Order signed by both Parties. Rebel Edge Marketing shall have no obligation to perform any additional or modified services unless agreed to in a Change Order.
Timely Cooperation: The Client shall provide all necessary information, access, approvals, and support required for Rebel Edge Marketing to perform the Services. Failure to do so may result in delays, for which Rebel Edge Marketing shall not be liable.
Accuracy of Information: The Client represents and warrants that all information provided to Rebel Edge Marketing is accurate and complete. Rebel Edge Marketing shall not be responsible for any delays or failures caused by inaccuracies in the information provided by the Client.
Fees: The Client shall pay the fees specified in each SOW. All fees are exclusive of taxes, which shall be borne by the Client.
Payment Terms: Invoices shall be due and payable within ten (10) days from the date of the invoice unless otherwise specified in the applicable SOW. Rebel Edge Marketing reserves the right to suspend Services for late payments.
Expenses: The Client shall reimburse Rebel Edge Marketing for any reasonable out-of-pocket expenses incurred in connection with the Services, provided such expenses are pre-approved by the Client in writing.
Late Payments: Any amount not paid when due shall bear interest at the lesser of 3% per month or the maximum rate permitted by applicable law.
Client-Owned Deliverables: Upon full payment of all amounts due under this Agreement, the Client shall own all rights, title, and interest in and to the Deliverables created specifically for the Client. Rebel Edge Marketing retains the right to use the Deliverables for promotional purposes unless otherwise prohibited by the Client.
Service Provider Intellectual Property: Rebel Edge Marketing retains all rights to its pre-existing intellectual property, methodologies, processes, tools, and any enhancements thereto, including any proprietary materials not specifically developed for the Client.
License to Client: To the extent that any Rebel Edge Marketing intellectual property is incorporated into the Deliverables, Rebel Edge Marketing grants the Client a non-exclusive, non-transferable, perpetual license to use such intellectual property solely in connection with the Deliverables.
Obligations: Both Parties agree to maintain the confidentiality of the other Party’s Confidential Information and to use such information solely for the purposes of fulfilling their obligations under this Agreement.
Exclusions: Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or (iv) is disclosed with the prior written consent of the disclosing Party.
Return of Information: Upon termination of this Agreement, each Party shall return or destroy the other Party’s Confidential Information upon request.
Service Warranties: Rebel Edge Marketing warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
No Other Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REBEL EDGE MARKETING MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
Limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW, REBEL EDGE MARKETING’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO REBEL EDGE MARKETING UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM.
Exclusion of Damages: IN NO EVENT SHALL REBEL EDGE MARKETING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification by Client: The Client shall indemnify, defend, and hold harmless Rebel Edge Marketing and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in connection with (i) the Client’s use of the Deliverables; (ii) any breach by the Client of its obligations under this Agreement; or (iii) any infringement or alleged infringement of any intellectual property rights of a third party resulting from the Client’s actions or the Deliverables as used by the Client.
Term: This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section.
Termination for Convenience: Either Party may terminate this Agreement or any SOW for any reason upon thirty (30) days’ prior written notice to the other Party.
Termination for Cause: Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party (i) materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach; or (ii) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets.
Effect of Termination: Upon termination, the Client shall pay Rebel Edge Marketing for all Services performed up to the effective date of termination. The rights and obligations in Sections 6 (Intellectual Property Rights), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Dispute Resolution) shall survive termination.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles.
Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Travis County, Texas, and the arbitration award shall be final and binding on the Parties.
Equitable Relief: Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin the misappropriation of its intellectual property or Confidential Information.
Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil disturbances, and governmental actions. The affected Party shall promptly notify the other Party of the occurrence of a Force Majeure event and take reasonable steps to resume performance as soon as possible.
Entire Agreement: This Agreement, together with any SOWs, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Rebel Edge Marketing may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notices: Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered (i) by hand, (ii) by certified mail, return receipt requested, (iii) by overnight courier with tracking capabilities, or (iv) by electronic mail with confirmation of receipt, to the addresses set forth in the preamble of this Agreement or such other addresses as may be designated by a Party in writing.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Addendum A: Organic Marketing
SEO Services: Detailed description of services including Technical SEO, On-page SEO, Local SEO, Content Strategy and Development, Link Building, Keyword Research and Analysis. Each service will have a clear outline of deliverables, timelines, and any specific KPIs or performance metrics.
Content Marketing: This section will describe the scope of content creation services such as blog writing, guest posting, infographic creation, video marketing, and email marketing. Each item will include details about content strategy, development, approval process, and performance tracking.
Social Media Management: Outlines services related to social media including profile setup, content creation, community management, and analytics. It will specify the platforms involved, posting frequency, engagement strategies, and reporting methods.
Addendum B: Paid Marketing
PPC Advertising: Includes Google Ads, Bing Ads, Display Advertising, and Remarketing Campaigns. This section will detail the budget management, ad creation, optimization processes, and expected outcomes.
Social Media Advertising: Covers platforms like Facebook, Instagram, LinkedIn, Twitter, and TikTok. The scope will include ad design, targeting strategies, budget management, and performance tracking.
Other Paid Campaigns: Includes Sponsored Content, Native Advertising, Affiliate Marketing, and Programmatic Advertising. Each service will have a defined strategy, deliverables, and performance measures.
Addendum C: IT Development
Website Development: This will cover Custom Website Design, E-commerce Development, Mobile Optimization, and CMS Integration. It will outline the project phases, from initial design to launch and maintenance.
UX/UI Design: Focuses on user research, wireframing, prototyping, and usability testing. Each phase will have clear deliverables and client approval points.
Web Application Development: Includes custom web applications, API integration, performance optimization, and security enhancements. Each project will be broken down into milestones with corresponding deliverables.
Analytics and Tracking: Details the setup of Google Analytics, Conversion Rate Optimization, Heat Mapping, and User Behavior Analysis. This section will specify the tools used, the data collected, and how it will be reported.