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Devils Ridge Marketing

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Master Service Agreement

Full legal name of the Client, or Authorized representative for the business: *

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The name of the business: *

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Phone : *

Business Address *

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1. Services Provided by DRM. *

DRM will provide the services set forth in the attached “Scope of Work” pursuant to the terms set forth in this agreement. Client agrees that the Scope of Work has been agreed upon between the parties and is the basis for DRM’s bid on the work. DRM will not alter the Scope of Work without a written change order. Any change order may change the timelines for delivery of work and/or the amount charged for the work. DRM may subcontract or assign the work to be performed to any employee or service provider that it chooses at its sole discretion so long as that person/provider is bound to the duties of confidentiality, non-disclosure, non-solicitation set out in this agreement.

2. Warranty of Ownership/Control. *

Each of the parties warrants that any artwork, copy, text, design, photograph, graphic, software or other material subject to intellectual property rights/protections (collectively the “Site Materials”) that is provided to the other party for inclusion in the work shall not be subject to any cost, fee, license, royalty or other charge without the express written permission of the party to whom the Site Materials are provided.

3. Work For Hire. *

Any work produced by DRM for Client shall be deemed “work for hire” as that term is construed in copyright law. Client will own all rights to use the work for any purpose once DRM’s work has been delivered to, accepted by and paid for in full by Client. To the extent that the work is not deemed work for hire, once the work has been delivered to, accepted by and paid for in full by Client, DRM grants Client a worldwide royalty free license to the work. Provided, however, that any such license shall not be deemed to create a license or right to use any work that is owned or controlled by any other person or entity beyond the rights to use and control that work as granted by the other person or entity.

4. Payment By Client. *

Unless different terms are set out in the Scope of Work, all invoices submitted by DRM to Client are due upon receipt. They are considered past due if not paid within 15 days of the invoice. Any sums past due will be charged a late fee at the rate of 2% per month charged in advance on the first day past due. For instance, if an invoice for $100 is presented to Client on the first day of the month, it is due before the close of business on the fifteenth of the month. If it is not paid, on the sixteenth of the month the late fee of 2% is immediately added to the invoice making the total due on the sixteenth $102. The late fees are charged each succeeding month the invoice remains unpaid and are charged on the total amount (including prior late fees) then due. If DRM elects to take legal action to collect the amounts due from Client, DRM may recover any costs, fees (including attorneys’ fees) or expenses incurred in the collection, regardless of whether it actually files a lawsuit. Further, DRM may elect to defer, postpone or terminate all work on Client’s project if timely payment is not received from Client. Any payment by the Client sent to DRM will be considered acceptance of adequate and acceptable design work. It is the responsibility of the Client to make all change requests within the "Scope Of Work" set forth and to verify that design work including functionality and visual look, prior to making final payemnt.

5. Client Materials/Input/Feedback. *

Most projects undertaken by DRM require certain materials, Client input or Client Feedback in order to progress. If Client fails to provide such materials, input, or feedback after having been requested by DRM to do so, DRM may elect to defer, postpone or terminate work on the Client’s project until the materials, input or feedback are received from Client. The delay caused by Client’s failure to provide the materials, input or feedback shall be automatically added to the projected delivery date for the project.

6. Confidential Information. *

Confidential information (“CONFIDENTIAL INFORMATION”) shall mean any and all information disclosed previously, presently, or in the future by either party to the other, either directly or indirectly, in writing, orally, presentation, or by inspection of objects, including without limitation, data technology, research, inventions, patent applications, copyrights, trade secrets, know-how, works of authorship, sketches, drawings, designs, models, procedures, machines, typing, equipment, reports, customer names, plans, forecasts, prices, business information, product information, financial information, marketing information, sales information, employees names, supplier names, third-party confidential information, and the like. To the extent practical, CONFIDENTIAL INFORMATION shall be disclosed in documentary or tangible form marked “Confidential” and/or “Proprietary”; provided however, that whether or not so marked, CONFIDENTIAL INFORMATION in any form will be subject to the terms of this AGREEMENT if notified verbally, visually, or may reasonably be known by the disclosing party to be treated by the receiving party as confidential and/or proprietary.

7. Non-Use and Non-Disclosure of Confidential Information *

The parties shall not use any CONFIDENTIAL INFORMATION for any purpose except for the purposes expressly stated within this AGREEMENT. The receiving party shall not disclose any CONFIDENTIAL INFORMATION to third parties unless approved in writing in advance by the disclosing party unless the person to whom the disclosure is made owes such duties of confidentiality that further disclosure of the CONFIDENTIAL INFORMATION is prohibited (e.g. attorney-client privilege). The receiving party shall not copy, extract, reverse engineer, disassemble, or decompile any documents, materials, prototypes, software, or other objects, which are found within the CONFIDENTIAL INFORMATION.

8. Exceptions to Restrictions *

The obligations of the receiving party of non-use and non-disclosure set forth herein shall not apply to any portion of CONFIDENTIAL INFORMATION which (a) was publicly known and made generally available in the public domain prior to disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by receiving party’s files and records prior to the time of disclosure; (d) is obtained by receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by receiving party without use of, or reference to the CONFIDENTIAL INFORMATION as shown by documents and other competent evidence in receiving party’s possession; or (f) is required by law to be disclosed by receiving party, provided that receiving party gives disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

9. Maintenance of Confidentiality. *

The receiving party shall take reasonable measures to protect the secrecy of and avoid unauthorized use and/or disclosure of CONFIDENTIAL INFORMATION. Receiving party shall not make any copies of the CONFIDENTIAL INFORMATION unless approved in writing in advance by the disclosing party. Receiving party shall reproduce disclosing party’s confidential and proprietary rights notices on any such approved copies in the same manner in which such notices were set forth in or on the original.

10. Rights Upon Threatened Disclosure. *

The disclosing party may seek equitable relief upon any threatened disclosure of the CONFIDENTIAL INFORMATION. Such relief includes but is not limited to a temporary restraining order, preliminary injunction or permanent injunction. In the event that such relief is sought, the parties stipulate that the disclosure of the CONFIDENTIAL INFORMATION will cause permanent and irreparable harm that cannot be compensated through simple damages. The parties further stipulate that the court may grant the relief without requiring a bond or any other form of surety from the party seeking such relief.

11. Non-Solicitation (Employees/Contractors). *

During the term of this AGREEMENT and for a period one (1) year from the date of the termination of this AGREEMENT, the parties shall not, individually or with others, directly or indirectly (including without limitation, individually or through any business, venture, proprietorship, partnership, or corporation in which it controls or owns any interest, through any agents, through any contractors, through recruiters, by their successors, by its employees, or by its assignees) recruit or solicit any employee, contractor, or consultant or induce any employee, contractor, or consultant of the other party hereto to leave that party.

12. Non-Solicitation (Clients/Customers). *

During the term of this AGREEMENT and for a period one (1) year from the date of termination of this AGREEMENT, neither party shall, individually, or with others, directly or indirectly (including without limitation, individually or through any business, venture, proprietorship, partnership, or corporation in which it controls or owns any interest, through any agents, through any contractors, through recruiters, by their successors, by its employees, or by its assignees) recruit or solicit any client, customer, or other person or entity transacting business with the other PARTY hereto to cease transacting such business with that PARTY.

13. Notices. *

Notices and invoices shall be transmitted by email to the person/s at the email addresses specified in the Scope of Work. The notice or invoice shall be deemed received by the party on the day sent unless the sender receives an automatically generated message that the delivery has failed.

14. Waiver Of Damages. *

Each of the parties hereby waives any right to claim or collect any damages in excess of the total amount of the contract between the parties. By way of example, if the contract calls for services in the amount of $5,000, the amount that either party could collect from each other (except for the addition or attorneys’ fees incurred in collection) would be $5,000. The parties agree that this limitation of damages is a significant consideration in the formation of their agreement, and that they would not have entered into this agreement but for the limitation on damages. THE PARTIES SPECIFICALLY WAIVE ANY RIGHTS TO CLAIM CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF THE OTHER PARTY HAD INFORMED THE PARTY OF THE FACTS AND CIRCUMSTANCES THAT WOULD GIVE RISE TO SUCH A CLAIM.

Client Initials Regarding Section 14 of This Agreement "Waiver Of Damages": *

15. Mandatory Mediation. *

Any dispute between the parties must be submitted first to mediation before any court action may be taken. This requirement reflects the parties’ belief that less formal dispute resolution is better, more efficient and generally less costly in terms of both time and money. If mediation is unsuccessful and the mediator provides written notice of the failure of the mediation, the parties may proceed with legal action subject to the rights and limitations set forth above.

16. Independent Contractor Status. *

DRM is an independent contractor. Nothing in this agreement may be construed to give either party the ability or authority to bind the other to any agreement with any other person/entity. DRM shall maintain its own books and records with respect to the project and its own operations, pay its own taxes and comply with wage and employment laws and regulation without oversight, input or control by the Client.

17. Independent Contractor Status. *

DRM is an independent contractor. Nothing in this agreement may be construed to give either party the ability or authority to bind the other to any agreement with any other person/entity. DRM shall maintain its own books and records with respect to the project and its own operations, pay its own taxes and comply with wage and employment laws and regulation without oversight, input or control by the Client.

17. Contract Templates *

During any time of the ongoing professional or non professional relationship between the Client and DRM there will be legal templates, forms, and documents made available to the client. These Legal Agreements are not guaranteed to be legally upheld in a court of law, or professional in any capacity. DRM does not guarantee these contracts for any state or location and its applicable local and federal laws. If the Client does, or does not, make any changes to the contract templates provided by DRM they are legally liable for any litigation that arises as a result of the use of these contract templates. The Client releases DRM and any of its officers, officials, or representatives from any and all liability in regards to the use and execution of the Legal forms used by the Client. Furthermore, the Client is hereby notified that it is the professional recommendation of DRM that the Client utilize a legal professional to determine the legality of the forms and contracts used on the website.

18. Designed & Developed By. *

The client agrees to maintain the text at the bottom of the website "Designed and Developed By Devils Ridge Marketing". The text format must be reasonably legible. The text must a color that is reasonably easy to see and read without magnification. The client agrees to maintain a link within the text to DRM's website. The link contained in the text will be "https://devilsridgemarketing.com". If the Clients total invoice within 1 calendar year exceeds $10,000 US Dollars, and the Client is current on all invoices issued to the client, the Client will not be required to keep and maintain the text or the link. The client will have the option to have the link at the bottom of the site removed by paying a fee of 20% of their initial Web Design cost. The Client agrees to maintain the text even if the design and site is moved off of our server onto another server provider.

19. Mutual Non Disparagement *

Mutual Non-Disparagement: Both parties agree not to make public negative statements or communications disparaging the other party or it's agents, products, members, directors or officers. Public communications also include electronic platforms. The "Client" (Including its agents, members, directors and officers) agrees not to make public negative or disparaging statements or communications about DRM. This clause is not violated when statements and evidence is required in response to legal proceedings in which both parties have agreed to subject themselves to resolve a dispute outside the boundaries of this contract. Including, but not limited to, evidence supplied for court filings, depositions, and hearings.

Please sign below that you have read and understand all the sections included in this agreement, and that you understand this is a legally binding agreement. Client Signature: *

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Heber City, UT 84032
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