This Master Services Agreement is between Blitz Industries, Inc. (“Blitz Industries”, “we”, “us”) and Client  (“Client”, “you”, “your”). The details for any project we undertake (a “Project”) will be described in a Statement of Work (each, an “SOW”) that we each sign. Capitalized terms not defined in context have the meanings given in Section 11.

1. Fees; Expenses; Invoicing. We agree to provide the Deliverables to you and you agree to pay the fees and costs as described in the SOW. Except as provided in the SOW, we will not incur costs to be reimbursed by you without your prior written approval. We will invoice on the schedule described in the SOW. Invoices are due as provided in the SOW. If you do not pay an invoice within the time specified in the SOW, we may charge interest against unpaid amounts at the lower of 1.5% per month or the highest rate permitted by applicable law.
2. Obligations. These paragraphs describe some of our respective obligations.
   1. Blitz Industries Obligations. In providing the Deliverables, we will: (i) perform our work in a professional manner and in accordance with industry standards; (ii) assign staff who are experienced and qualified to perform the services; and (iii) produce Deliverables (other than Blitz Industries Tools and Third-Party Materials) that are our original work.
   2. Client Obligations. Our ability to complete any Project on budget and in a timely manner depends on your cooperation. In addition to any obligations we outline for you in an SOW, you agree to in a timely manner (each, a “Client Obligation”): (i) provide any requested Client Materials; (ii) ensure that your stakeholders are available and responsive over the course of the Project; (iii) provide feedback and approvals through a single point of contact; (iv) ensure that your team members are cooperative, engaged, and not abusive; (v) provide access to any services needed for us to perform our services; and (vi) otherwise comply with your obligations under this agreement. If the single point of contact changes during the Project you will be charged a $750 fee.
3. Intellectual Property.
   1. Deliverables. We initially own all the work created for you. Once you pay for a Deliverable, we hereby transfer all of our rights in that Deliverable (other than Blitz Industries Tools included in the Deliverables) to you. When the Deliverables are transferred, we hereby grant you a nonexclusive, royalty-free, worldwide license to use, modify, display, and otherwise take full lawful advantage of the Blitz Industries Tools as contemplated by the Project.
   2. Third-Party Materials. You acknowledge that (i) the Deliverables may include Third-Party Materials, and (ii) the Third-Party Materials are subject to licenses and restrictions imposed by their owners. We will advise you of any licenses or restrictions governing Third-Party Materials. You agree to comply with any licenses or restrictions governing the Third-Party Materials.
   3. Client Materials. You hereby grant us a license to use the Client Materials solely for the purposes of completing the Project. You represent that our use of the Client Materials as contemplated by the Project will not infringe any third-party intellectual property rights.
4. Termination.
   1. Termination by You. You may terminate an SOW on written notice to us (i) if we materially breach this agreement and do not cure the breach within 15 days of you sending us written notice of the breach; or (ii) for any other reason on 45 days advance written notice to us.
   2. Termination by Blitz Industries. We may terminate an SOW on written notice to you if you materially breach this agreement and you do not cure the breach within 15 days of receiving written notice of the breach from us. Repeated or material failure to perform one or more Client Obligations constitutes a material breach.
   3. Effect of Termination. If an SOW is terminated, you must pay fees for all Deliverables provided, and costs approved, through the termination date. If you terminate an SOW other than for our uncured material breach, you must also pay any Early Termination Fee specified in the SOW. Following payment, we will provide you with all completed Deliverables and return or destroy all Confidential Information in our possession (other than archival backups).
   4. Work Stoppage. If we have the right to give notice of a material breach or if you otherwise fail to respond to a request for information, feedback, or approvals within 10 days of any request, we may suspend our work (without liability to you) until you correct the situation. Stopping work does not limit our right to terminate. You agree that suspending work will cause the Project to be delayed. Restarting work is subject to our then existing availability and payment of a restart fee of $750 (plus any amounts outstanding at the time work is stopped). Restarting the Project may take weeks or months depending on our availability and workload.
5. Confidentiality. We agree to keep confidential information that you provide confidential. We will only use the information provided in performing our services under this agreement. We will take commercially reasonable efforts to maintain the confidentiality of your information.
6. Portfolio Rights. We are proud of our work and like to show it off. After you release Deliverables to the public, you agree that we may use your name, your logo, images of our work, and links to any online content containing our work in our portfolio, our social channels, and in submissions to publications for awards and recognition.
7. Remedies.
   1. Damage Reimbursement. If you incur damages, expenses, fees, fines, or penalties (including reasonable legal fees) (“Damages”) in any Claim, then we will reimburse you (and any of your affected employees, officers, directors, shareholders, members, and managers) for those Damages. A Claim includes any third-party claim against you that is the result of: (i) any uncured material breach of this agreement by us; (ii) any Deliverable (excluding Third-Party Materials) that, when it was provided to you, infringed a third-party’s intellectual property rights because we copied a third-party’s original work; or (iii) our gross negligence or intentional wrongdoing.
   2. Defense of Claims. We will also defend you against any Claim at our expense. Our obligations under this section are conditioned on you giving us prompt written notice of any Claim or potential Claim. If we take responsibility for defending a Claim at our expense, we have the sole right to defend and settle the Claim using counsel of our choosing. You agree to reasonably cooperate in the defense and settlement of the Claim.
   3. Exceptions. We are not responsible for reimbursing you for Claims that result from: (i) your negligent or willful acts; (ii) our compliance with your instructions; or (iii) a Claim that a Deliverable is infringing where the alleged infringement is due to modifications made by (or on behalf of) you or the inclusion of Client Materials in the Deliverables.
8. Limitations and Disclaimers.
   1. Limit on Liability. Each party’s maximum liability in any action relating to the subject of this agreement is limited to the total fee under the SOW that is the subject of the dispute. Neither party is liable for any claim for lost profits or consequential damages, even if foreseeable and regardless of the form of action. These limitations are subject to applicable law.
   2. Disclaimer. Except as provided in this agreement, each party’s performance is provided “AS IS” and without other warranty. Blitz Industries does not warrant that Client’s use of Blitz Industries’s work will comply with laws and regulations applicable to Client. Blitz Industries gives no warranty regarding Third-Party Materials or the performance of third-party services. Any warranties given by third-party services or providers of Third-Party Materials are passed through to Client.

       

9. Non-Solicitation.
   1. Restriction. While services are being performed and for a period of one year after the last date services were provided, the parties shall not solicit or recruit the employees of the other party. This restriction does not prevent an employee of one party from responding to a job posting of general circulation from the other party.
   2. Consequences. Damages resulting from a breach of this section would be difficult to quantify. As a reasonable estimate of those damages, if one party solicits or recruits an employee of the other party in violation of this agreement, the hiring party shall pay the other party a fee equal to 50% of the former employee’s annual compensation as liquidated damages.
10. Governing Law; Jurisdiction. Georgia law governs this agreement. The state and federal courts of Cobb County, Georgia are the exclusive venues for resolving any disputes under this agreement and the parties consent to the jurisdiction of those courts.
11. Definitions. The following terms have the meanings given:
    1. “Blitz Industries Tools” means Blitz Industries’s intellectual property (including its designs, methods, and trade secrets) that preexist this agreement, are developed by Blitz Industries other than in providing services under this agreement, or consist of improvements that are not uniquely applicable to the Deliverables.
    2. “Client Materials” means all information, designs, data, specifications, graphics, logos, written content, and other materials provided by Client for use by Blitz Industries in the Project.
    3. “Deliverables” means the services to be provided and the final versions of the materials produced and delivered by Blitz Industries pursuant to an SOW.
    4. “Specifications” are functional or technical specifications for work described in an SOW or that have been otherwise agreed to in writing by Client and Blitz Industries.
    5. “Third-Party Materials” means materials or services belonging to third parties that are incorporated into the Deliverables. Third-Party Materials also includes third-party online services provided or recommended by Blitz Industries for use by Client in conjunction with the Deliverables.
12. Miscellaneous.
    1. Taxes. The fees and costs in any SOW do not include any sales, use, and value added taxes. If assessed, you agree to pay those amounts in addition to applicable fees and costs (even if assessed after work is completed). We are responsible for all taxes on our income and employment taxes for our staff.
    2. Insurance. While providing services, Blitz Industries shall maintain commercial general liability insurance with limits of at least $1,000,000 per occurrence and professional liability (errors and omissions) insurance with limits of at least $1,000,000 per occurrence. Upon written request, Blitz Industries will provide Client with proof of the insurance coverage required by this section.
    3. Our Relationship. We are an independent contractor to you. Our employees are not your employees for any purpose. We are solely responsible for the means and manner of performing our services.
    4. Legal Fees. If we must litigate a dispute regarding the subject of this agreement, the prevailing party is entitled to recover its reasonable legal fees, expert fees, and costs.
    5. This Agreement. If an SOW conflicts with this agreement, then the terms of the SOW control as to the work described in that SOW. This “agreement” includes these terms and any SOW. This agreement (including all SOWs) is our entire agreement with respect to a Project. All prior and contemporaneous agreements are superseded. This agreement may only be amended by a writing signed by both parties. Changes to an SOW may be made by agreement of both parties via email or agreement in project management software. This agreement may be signed in counterparts. Each counterpart is an original and all together are a single agreement. If any term of this agreement is determined to be unenforceable, the remainder of this agreement will not be affected. This agreement was negotiated by sophisticated parties and will not be construed in favor of or against either party.