Master Service Agreement

Master Services Agreement

1. Relationship. Consultant will provide services to Client. Consultant shall provide services based on agreed and written time allocation. Client understands and agrees that results are not guaranteed.

2. Fees.  As consideration for the Services to be provided by Consultant, the Client shall pay to Consultant the amount noted during time of payment. Client shall pay consultant via Stripe, Invoice or other avenue upon written agreement. 

3. Term and Termination.  Consultant shall serve as a consultant to the Client for the period noted by consultant on website, via email or other written agreement.  

5. Independent Contractor.  Consultant’s relationship with the Client will be that of an independent contractor and not that of an employee. Consultant shall be solely responsible for determining the method, details and means of performing the Services.

6. Intellectual Property Rights. Client acknowledges that all of Consultant’s digital materials created are the sole property of Consultant, protected by federal Copyright, Trademark, Patent, and Trade Secret laws. Consultant grants the Client a lifetime license to use these materials.

7. Final Sale + Cancellation. Due to the digital and personal nature of the work, all services are final sale and cannot be refunded. Client may cancel the contract at any time, upon giving Consultant 1 week notice.  

8. Miscellaneous.

(a) Indemnification.  Client agrees to defend, indemnify and hold harmless the Consultant, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to Client’s violation of this Client Agreement.

(b) Governing Law.  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of New Jersey without giving effect to principles of conflicts of law.

(c) Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(d) Amendments and Waivers.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(e) Successors and Assigns.  Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

(f) Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g) Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement.