Lead Gen Express Terms of Service
This SOW (this “Statement of Work”) is entered into as of ___TODAY’S DATE___ (“Effective Date”) by and between ___CLIENT COMPANY NAME___ (“Client”), a ___CORP TYPE___ corporation with offices at ___CLIENT COMPANY ADDRESS___ and MediaOps, Inc. dba Techstrong Group, a Delaware corporation with offices at 751 Park of Commerce Dr., Suite 108, Boca Raton, FL 33487 (“Techstrong”) and is governed by the Standard Terms and Conditions attached as Exhibit A, together with all addenda, schedules, amendments and exhibits thereto (the “Agreement”). Capitalized terms not otherwise defined herein will have the meanings given to them in the Agreement.
1. Engagement. Client engages Techstrong, and Techstrong accepts the engagement, to provide to Client the Services and Deliverables set forth in this Statement of Work.
Client Primary Contact
Name: ________________
Phone: ________________
Email: ________________
Client Billing Contact
Name: ________________
Phone: ________________
Email: ________________
Techstrong Contact
Name: ________________
Phone: ________________
Email: ________________
Techstrong Billing Contact
Name: Amy Hoffman
Phone: (561) 436-2254
Email: Finance@mediaops.com
2. Description of Services/Deliverables.
– The Techstrong team will create custom online learning experiences for IT professionals around the topic(s) you purchased.
– You will then be provided with a password protected Excel sheet to the email you provided from our webinar team with your 150 leads within 30 days.
3. Term. The term of this Statement of Work shall commence on the Effective Date and continue until the Services are complete, unless otherwise terminated pursuant to the Agreement.
4. Fees. In full consideration for the performance of Services hereunder, Client shall pay to Techstrong the following fees, in accordance with the payment terms in the Agreement:
$7,500 due upon purchase
IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the Effective Date.
CLIENT
By:
_________________________________
Name:
_________________________________
Title:
_________________________________
TECHSTRONG
By:
_________________________________
Name:
_________________________________
Title:
_________________________________
EXHIBIT A
STANDARD TERMS AND CONDITIONS
1. Incorporation by Reference. These Terms and Conditions are incorporated by reference into the order, proposal, and/or statement of work executed by the parties (referred to as a “Statement of Work”) to which they are attached, and constitute the agreed upon terms between Techstrong Group, Inc. (“Techstrong”) and the client identified on the Statement of Work (“Client”).
2. Binding Agreement. These Terms and Conditions, each Statement of Work, and any addenda attached hereto (collectively, the “Agreement”) shall be binding, and deemed agreed and executed, upon both parties’ signature or electronic acceptance of the Statement of Work.
3. Services. Techstrong will perform the services (the “Services”) for Client and deliver the webinars, videos, workshops or other materials (the “Deliverables”) as mutually agreed upon in one or more Statement of Work(s).
4. Fees. In consideration for providing the Services, Client shall pay to Techstrong the fees set forth in the Statement of Work, without any set-off or deductions of any kind. Unless otherwise expressly provided in the Statement of Work, all fees shall be due and payable upon receipt of the invoice. All amounts payable to Techstrong under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, and Client shall be responsible for paying all such taxes (except for any income taxes assessed on Techstrong on amounts paid under this Agreement).
5. Cooperation. Client shall provide Techstrong with such resources, assistance, and information (“Information”) as Techstrong may reasonably request in connection with the performance of the Services. Client acknowledges and agrees that Techstrong’s ability to successfully perform the Services in a timely manner is contingent upon its receipt from Client of the Information requested.
6. Intellectual Property.
6.1 Ownership. Unless otherwise specified in an addendum attached hereto, all copyright, patent, trade secret, moral rights, and other intellectual property rights (collectively, “Intellectual Property Rights”) in and to all Deliverables shall be owned by Techstrong. Techstrong hereby grants Client a non-exclusive, non-sublicensable, non-transferable license to promote the Deliverables on Client’s website and social media accounts, or as otherwise set forth in the applicable Statement of Work.
6.2 Use Restrictions. Client shall not: (a) remove any copyrights, trademarks, trade names, branding, or other proprietary rights notices from the Deliverables; (b) modify or make derivative works of the Deliverables; or (c) post the Deliverables on a third party website (excluding Client’s social media) without Techstrong’s prior written consent.
6.3 No Implied Rights. Except as expressly set forth in this Agreement, neither party will be deemed by estoppel or implication to have granted the other party any license or other right to any Intellectual Property Rights of such party.
7. Warranties.
7.1 Mutual. Each party represents to the other party that (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation or organization, and (b) it has the necessary rights to enter into this Agreement and carry out its obligations hereunder.
7.2 By Techstrong. Techstrong represents and warrants to Client that (a) it shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards, and (b) the Deliverables will conform to the specifications and requirement set forth in the applicable Statement of Work. In the event of a breach of this warranty, then as Techstrong’s sole obligation and Client’s exclusive remedy, Techstrong shall re-perform (make good), modify, repair, or replace (as applicable) the affected Services or Deliverables, so as to correct such non-conformity.
7.3 Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION IS THE EXCLUSIVE WARRANTY MADE BY TECHSTRONG WITH RESPECT TO THE SERVICES, DELIVERABLES, OR OTHERWISE UNDER THIS AGREEMENT. TECHSTRONG EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SERVICES AND DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8. Confidentiality.
8.1 Definition. “Confidential Information” means any information that is treated as confidential by the disclosing party (the “Disclosing Party”) and provided to the receiving party (the “Receiving Party”), including but not limited to all non-public information about its business, products or services, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”.
8.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party. The Receiving Party will: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents who need such access for purposes consistent with its permitted use of such Confidential Information under the Agreement and who have confidentiality obligations no less stringent than those provided herein.
8.3 Exceptions. The confidentiality obligations herein will not extend to information that: (i) was already known by or available to the Receiving Party, or rightfully received without obligation of confidentiality prior to disclosure under this Agreement; (ii) is or becomes publicly known without breach by the Receiving Party; (iii) is independently developed or learned by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.
8.4 Permitted Disclosures. Notwithstanding any provision to the contrary herein, nothing in this Agreement shall be construed to prohibit the Receiving Party’s disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that the Receiving Party shall first have given notice to the Disclosing Party, to the extent permitted by law, and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
9. Limitation of Liability. TECHSTRONG SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE SERVICES OR THIS AGREEMENT. TECHSTRONG’S AGGREGATE, MAXIMUM LIABILITY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID TO TECHSTRONG BY CLIENT PURSUANT TO THIS AGREEMENT FOR THE STATEMENT OF WORK THAT GIVES RISE TO SUCH LIABILITY.
10. Term and Termination.
10.1 Term. This Agreement will continue in effect for the term set forth in the Statement of Work, unless earlier terminated as set forth in this Section 10.2 below.
10.2 Termination. This Agreement may be terminated by either party in the event the other party materially breaches any of its obligations under this Agreement and fails to cure such within thirty (30) days after receipt by the breaching party of written notice specifying the breach.
10.3 Effects of Termination. Upon any termination or expiration of this Agreement: (a) all Statements of Work will terminate and Techstrong may immediately cease performance of the Services; (b) Client shall pay to Techstrong all amounts owing for Services performed under this Agreement as of the date of termination; and (c) each party shall delete or return the Confidential Information of the other party in its possession or control. If Techstrong terminates this Agreement pursuant to Section 10.2, Client shall pay to Techstrong all amounts payable under this Agreement. Those provisions contained in this Agreement that by their nature are intended to survive termination or expiration of this Agreement shall so survive.
11. Independent Contractors. This Agreement will not be construed to establish any form of partnership, agency or other joint venture of any kind between Techstrong and Client. Each party shall act as an independent contractor and not as an agent of the other party for any purpose whatsoever.
12. Force Majeure. Neither party will be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which includes but is not limited to, any storm, flood, fire, explosion, electrical or communication line failure, disturbance, war or military action, pandemic, government act or administrative delay, equipment failure or non-delivery, inability to obtain materials or any cause or matter whatsoever not within the reasonable control of the parties. In the event of such a force majeure, the affected party will be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.
13. General. This Agreement is governed by the laws of the State of New York, without regard to its conflicts of law provisions. The parties acknowledge that: (a) any dispute will be resolved by arbitration in Miami, Florida in accordance with the Commercial Arbitration Rules of and by the American Arbitration Association; (b) judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; and (c) the decision of the arbitrators will be final and conclusive. This Agreement constitutes the entire agreement between the parties and supersedes all oral or written agreements and understandings made and entered into by the parties prior to the date hereof. Client may not assign this Agreement in whole or in part without the prior written consent of Techstrong, and any purported assignment in violation of this provision shall be null and void. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, representatives, successors and permitted assigns. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver of any breach of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach. This Agreement may be executed in counterparts (including by .pdf or other electronic means), each of which will be considered an original, but all of which together will constitute one and the same instrument. The parties acknowledge that any signature transmitted by facsimile, email or other means of electronic transmission will constitute the original signature of the party.