MASTER SERVICES AGREEMENT
This Master Services Agreement (the “Agreement”) shall govern the provision of services to the undersigned Katie Belfi (the “Client”) by Big Rocket Design LLC (the “Agency”). Additional terms, such as the services and deliverables to be provided hereunder, the schedule for the delivery thereof, and the fees payable therefore are set forth on separate Statements of Work (the “SOW”) which are hereby incorporated herein by this reference and may, from time to time, be amended upon the written consent of both parties. In the event of any conflict between the terms of any SOW and the terms of this Agreement, the terms of the Agreement shall control.
Any services outside the scope of an SOW or changes to previously approved work requested by the Client shall be the subject of an additional SOW or Change of Scope to be approved in writing by both parties. Each such additional SOW or Change of Scope is hereby incorporated herein by this reference.
In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by the Agency (the “Client Representative”). The Client Representative shall be responsible for coordination and review of the Agency’s services and notifying the Agency of Client instructions, change orders, and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on the Client. If after the Client Representative has approved a design, the Client or any authorized person alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section 1 above.
The Client’s and Agency’s ability to perform their obligations under this Agreement may be dependent on the other fulfilling its obligations. Neither shall be liable for any costs, charges, or losses sustained arising directly from any failure to fulfill its obligations for delivering Materials under this Agreement.
Work will not commence until a signed SOW has been received for a given project.
Upon receipt of any deliverables, within fourteen business days, the Client will provide Agency with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within twenty-one business days of its delivery to the Client, the Agency does not receive the foregoing written notice.
The Client's approval of any deliverables, materials, plans, or other Work produced by the Agency in the course of the provision of the Services, or any cost estimate will constitute the Agency’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which the Agency considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work.
The Agency will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client's instructions and the Agency will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
The client will be notified in advance for pre-approval of any additional expenses. The Client shall either pay such fees directly to the third-party vendor or reimburse Agency therefore upon presentation of applicable invoices. Agency shall maintain records of expenses. Where applicable, Agency will invoice the Client for all fees related to the acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from the Client.
The Client shall pay Agency for the work performed hereunder as set forth on the applicable SOW. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. For the avoidance of doubt, fees or commissions payable to Agency for services outside the SOW are in addition to, and not inclusive of, Agency’s fees for other services which may be listed in the SOW. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Agency, subject to Client approval. Each invoice hereunder is due and payable within 30 days after its invoice date. All rights of the Client herein are conditioned on the Agency’s receipt of full payment. In addition, the Agency may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Agency shall not be liable for any damages, losses, or liabilities that may arise out of the Agency’s suspension of performance and/or withholding of materials due to the Client’s non-payment. Late payments shall accrue interest at the rate of 1.5% per month. The agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys, provided reasonable efforts have already been applied to collect all outstanding payments.
Unless otherwise stated in this Agreement or agreed by the parties in writing, the Agency’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as the Agency is able to negotiate with the relevant supplier.
The Agency shall act as principal in all such contracts, but all rights and liabilities as between the Client and the Agency shall correspond to those between the Agency and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission, and cancellation. The Agency shall use reasonable efforts to procure the best commercial terms for the Client, and on the Client’s written request the Agency shall supply the Client with the relevant terms and conditions.
Notwithstanding the above, unless the parties agree to different arrangements in writing, the Agency shall negotiate with any talent or celebrities (if applicable) on behalf of the Client, but the Client shall contract with such suppliers directly in order to derive maximum benefit from the relationship.
If Agency informs the Client of any third-party materials that may be required to perform the services and
client consents to the use of such third-party materials, the Client is responsible for obtaining all legal clearances required for the use of such third-party materials for performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Agency and its officers, employees, and agents harmless from and against any and all third-party claims, suits, demands, damages, losses, and expenses arising from any breach, misrepresentation or other grossly negligent act or omission of the Client. The Agency shall indemnify, defend (at its own cost and expense) and hold Client and its officers, employees, and agents harmless from and against any and all third-party claims, suits, demands, damages, losses, and expenses arising from any breach, misrepresentation or other grossly negligent act or omission of the Agency.
Agency shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Agency or by Client. Agency shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.
Confidential information is that which relates to the Client’s or Agency’s research, development, trade secrets, or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information that is public knowledge, was in the recipient’s possession before receipt, or is independently developed by the recipient.
The Agency makes no claim to be considered an employee or to obtain rights associated with employment by the Client. The Agency is a registered business simultaneously producing original, independently created, ideas and designs for a variety of clients from a location separate and unique from the hiring firms. Further, the Agency maintains the ability to negotiate pricing and sole discretion for operating hours.
Subject to Agency’s receiving full payment under this Agreement, Agency assigns to the Client, without representation or warranty, all rights, title, and interest Agency may have in any work specifically created by Agency for the Client pursuant to this Agreement, except that:
(a) Work produced by the agency that has been utilized publicly by the Client may be used by the Agency as a part of its portfolio and promotional materials;
(b) The agency shall own and retain all rights to any and all concepts, ideas, designs, proposals, and other work and materials (collectively, “Work”) which have been presented to the Client but not included in the final work product;
(c) Agency shall own and retain all rights to any technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, 3d modeling files, animation files, and other source files for front-end deliverables, computer programs, source codes, game engines or other backend and background elements, files, and features incorporated into or utilized by the Work, in each case, that were not created by the Agency for the Client (collectively, “Background Technology”). Unless the parties agree otherwise in a written and signed Statement of Work, Agency shall retain ownership of any and all Background Technology, including any and all associated intellectual property rights. Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display, and perform Agency’s Background Technology, in compiled machine-readable object code form only, to the extent incorporated into deliverables provided hereunder strictly for the purposes and in the territories set out in the applicable Statement of Work. Use of Background Technology for any other project, on any other website or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Agency in its sole discretion; and
(d)Subject to the services provided hereunder, Agency shall retain all rights to any illustrations and other proprietary artwork, if any, listed in any SOW (each item, a “Design”), provided that Agency shall not, without Client’s prior written consent, use, license, sell or otherwise authorize the use of any Design for use in connection with the marketing or promotion of any consumer product, in any format or medium, electronic or otherwise, for a period of one year from the date on which such Design is first published. Except as otherwise set forth in this Section 11, Agency grants Client the limited, exclusive, irrevocable right to use the Designs as set forth in any SOW.
Either party may terminate this Agreement for any reason upon giving 30 days prior written notice to the other. Upon termination of this Agreement by Client without Agency’s fault or consent, Client shall pay Agency all of the fees earned by Agency pursuant to the terms hereof (as specified in the SOW), plus any and all expenses and third-party costs reasonably incurred by Agency and approved by Client through the effective date of cancellation. At Agency’s election, Client’s delay of work under this Agreement for a cumulative period of more than 30 days without the Agency’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Agency’s fault, Client shall give Agency written notice detailing the nature of the Agency’s fault and possible remedies, whereupon Agency shall have a reasonable period of time (but in no event less than 10 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Agency’s fault’ as described above.
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Los Angeles County, California for the purpose of hearing and deciding any and all disputes, claims, and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.
Any and all notices required or permitted hereunder shall be sent by certified mail, return receipt requested, to the address of the party for which intended, set forth below its signature hereto and, in the case of the Agency.
Signatures & Authorization
IN WITNESS WHEREOF, the parties have entered into this Agreement as of January 4th, 2022.
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