Master Services Agreement

This Master Services Agreement (this "Agreement") is made and entered into effective {{signed_date}} by and between {{company_name}} ("PARTNER"), having its place of business at {{company_street}}, {{company_city}}, {{company_state}}, {{company_zip}} and Revelry Labs, LLC ("REVELRY") having its place of business at 4200 Canal Street Suite E New Orleans, LA 70119. (each a "Party" and together the "Parties"). 

WHEREAS, the PARTNER desires to retain REVELRY to perform consulting, design, and development services upon the terms, covenants, and conditions contained herein; and 

WHEREAS, REVELRY desires to become a consultant to the PARTNER and is willing to execute this Agreement to establish in writing the terms and conditions related thereto. 

NOW, THEREFORE, in consideration of good and valuable consideration and of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows: 

1. REVELRY's Duties. In addition to any assumptions or obligations in a Statement of Work, that Parties agree that:
2. REVELRY shall provide such services to the PARTNER as the PARTNER may reasonably require (the "Services"). Specifically, and without limitation, REVELRY agrees to engage in activities and advisory activities on the matters pertaining to software development, website programming, and/or design work, whether more particularly described in statements of work (each of which is a 'Statement of Work" or a "SOW") executed pursuant to Section 2 of this Agreement, or outside the scope of a SOW in accordance with Section 3 of this Agreement. 
3. Once an SOW is fully executed, REVELRY shall make its best efforts to staff the team as quickly as possible. PARTNER acknowledges that REVELRY has staffing requirements for both ongoing and new work and that REVELRY may need up to four (4) weeks from the date that a SOW is fully executed before the work therein is fully-staffed.
4. The consulting services rendered by REVELRY hereunder shall be provided by REVELRY as an independent contractor, and not as an employee, partner, or joint venturer.
5. REVELRY shall be responsible for payment of the federal, state, and local taxes and the preparation of tax returns and reports related to the work more particularly described in any Statement of Work prepared in accord with Section 2 herein.
6. Statement of Work. Before any Services shall commence under this Agreement REVELRY and PARTNER will agree to the terms of a SOW that describes the deliverables to be provided by REVELRY under that SOW (the "Deliverables"), details the fees for such work, and provides invoicing terms, and is signed by both Parties (each a "SOW"). Upon full execution of the SOW, each SOW shall become part of this Agreement. If the provisions of any SOW conflict with this agreement, then the terms of the SOW control.
7. Services; Fees; Billing Disputes. PARTNER shall pay all invoiced fees and approved expenses as provided in each applicable SOW. If PARTNER disputes any amount invoiced, PARTNER must give REVELRY written notice describing the dispute in reasonable detail within 15 calendar days of the receipt of each invoice. If PARTNER fails to raise a dispute within such timeframe, PARTNER hereby agrees that the failure to timely dispute an invoice shall waive PARTNER’s right to initiate a dispute at a later date.
8. PARTNER Obligations. In addition to any assumptions or obligations in a SOW, PARTNER shall:
9. timely provide all documents, information, designs, data, specifications, graphics, logos, trademarks, written content, and other materials to be provided by, or on behalf of, PARTNER to be used by REVELRY in connection with the preparation of, or incorporated into, the Deliverables that are necessary for REVELRY’s performance of the Services; 
10. ensure that PARTNER employees and stakeholders are available and responsive to REVELRY’s inquiries of PARTNER over the course of the delivery of the Services; and,  
11. provide any access necessary for REVELRY to perform its services ("PARTNER Obligations").
12. If PARTNER repeatedly or unreasonably fails to perform the PARTNER Obligations, REVELRY may provide written notice to PARTNER specifying the failure and request that PARTNER correct the failure. If PARTNER does not correct the failure within ten days of REVELRY sending this notice, REVELRY may, by further written notice to PARTNER, stop work under any SOW entered into between itself and PARTNER and invoice for services provided through the date of work stoppage. To resume services, REVELRY may, in its sole and absolute discretion, require PARTNER to execute an amendment to the SOW in terms which are mutually satisfactory to PARTNER and REVELRY.
13. Termination. Either party may terminate this Agreement at any time upon not less than ten (10) business days’ written notice. In the event of such termination, REVELRY shall be paid for any portion of the Services performed prior to the termination date and any early termination fees due and owing in accordance with the applicable SOW, if any.
14. Ownership of Intellectual Property.
15. Except as otherwise expressly agreed in writing between the Parties, the Deliverables shall be work-made-for-hire. REVELRY shall grant and assign to PARTNER all intellectual property rights and interests arising out of the Deliverables with the execution of an inventions assignment (the "Inventions Assignment") document upon PARTNER’s request, only after PARTNER has paid all amounts due and owing to REVELRY, including any early termination fees owed to REVELRY, and pursuant to all terms of this Agreement.
16. The Inventions Assignment shall include, but it is not limited to, all developed code, programs and/or programming, and any technology or resulting intellectual property in any work REVELRY performs in the creation of PARTNER’s application(s), subject to the terms of this Agreement and any applicable SOW.
17. The assignment of intellectual property rights and interests arising out of the services in the Inventions Assignment shall not include REVELRY’s intellectual property (including its designs, methods, software, and trade secrets) that either preexist this Agreement or are developed by REVELRY other than in providing services for PARTNER under this Agreement (the "Tools"). The Tools shall include any improvements to, or modifications of, Tools that are not uniquely applicable to the scope of work defined in the applicable SOW.
18. PARTNER acknowledges that the assignment of intellectual property in any Deliverables is subject to all the terms and conditions of any software or APIs (i.e., Google Maps, etc.) incorporated into PARTNER’s application(s) and further acknowledges that this agreement shall also be subject to all terms and conditions governing the use of such APIs.
19. Covenant. REVELRY agrees that during the Term of this Agreement, it shall not directly divert or attempt to divert, or otherwise interfere with, disrupt or harm the business relationships of the PARTNER. 
20. Severability. The Parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction should determine that the scope of any provision is too broad to be enforced as written, the Parties intend that the court should reform the provision to such narrower scope as it determines to be enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance.
21. Assignment. The PARTNER shall have the right to assign this Agreement to its successors or assigns, and all covenants and agreements herein shall inure to the benefit of, and be enforceable by or against, such successors or assigns. The terms "successors" and "assigns" shall include any natural person or entity that buys all or substantially all of the PARTNER's assets or all of its stock or with which the PARTNER merges or consolidates. The rights and duties of, and benefits to, REVELRY hereunder are personal, and no such right, duty, or benefit may be assigned without the prior written consent of the PARTNER.
22. Confidentiality. During the term of this Agreement and for 2 years afterward, REVELRY will use reasonable care to prevent the unauthorized use or dissemination of PARTNER’s confidential information. Reasonable care means at least the same degree of care REVELRY uses to protect its own confidential information from unauthorized disclosure. All information of PARTNER’s not explicitly deemed as "public" by PARTNER shall be considered confidential by REVELRY. Confidential information does not include information that is, or becomes, public knowledge through no fault of REVELRY. Subject to confidentiality obligations to PARTNER, after delivery and PARTNER’s acceptance (or as otherwise expressly permitted by PARTNER in writing) of all Deliverables and PARTNER’s public launching of the creative materials included in the Deliverables, PARTNER consents to REVELRY posting selected pieces of creative materials on REVELRY’s website or within marketing materials for promotional and case study purposes. REVELRY will, upon PARTNER’s request, remove from REVELRY’s website any materials that identify PARTNER, whether by name, logo, or otherwise. PARTNER also consents to the inclusion of PARTNER’s name in REVELRY’s PARTNER list. REVELRY will not issue any press releases or engage in any other publicity with respect to the work completed pursuant to this Agreement without PARTNER’s prior written consent.
23. Non-Solicitation. PARTNER and REVELRY agree that they will have direct contact with employees of each other’s firm, PARTNER and REVELRY agree to not solicit one other’s employees to work for each of them directly during the Term, or for a period of 12 months following the end of the Term. In the event PARTNER or REVELRY hires an employee of the other Party, a transfer fee of the lesser of $40,000 or 30% of the employee’s annual salary paid to that person by Party shall be due to the employee’s original employer (i.e., the other party). The transfer fee is due if the employee is hired or engaged under any title or position (whether as an employee, consultant, or independent contractor) by the other Party or any of its divisions, subsidiaries, or affiliates. The Parties may mutually agree to terms that void the foregoing transfer fee.
24. Consents, Representations, and Warranties.
25. Each party warrants that: (i) it is authorized to enter into and perform this agreement; (ii) entering into and performing this agreement will not conflict with any other agreement to which the party is bound; and (iii) it will perform under this agreement in accordance with applicable law.
26. REVELRY warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards. PARTNER must report any deficiencies in REVELRY’s services to REVELRY in writing within 30 days of performance to receive warranty remedies. 
27. Subject to the terms of this Agreement, REVELRY warrants that it owns and possesses all rights and interests in the Deliverables and any software necessary to enter into this Agreement, and/or has the license rights, legal permission, and authority with respect to any software used by REVELRY to deliver any of the services or work called for under this Agreement and that REVELRY has the authority to convey and grant the licenses granted to PARTNER by REVELRY under this Agreement, free and clear of any liens and encumbrances, and that the use of any deliverable, software and any and all of the other products, and work produced by REVELRY for PARTNER as described in this Agreement will not infringe upon or violate any patent, copyright, trade secret, trademark, service mark, or other proprietary or intellectual property rights of any third party ("Intellectual Property Rights"). PARTNER’s exclusive remedy for any breach of the above warranty shall be the re-performance of REVELRY’s services. If REVELRY is unable to re-perform the services, PARTNER shall be entitled to recover the fees paid to REVELRY for the deficient services.
28. PARTNER warrants that, to its knowledge, the PARTNER Materials will not, if used by REVELRY as contemplated by the SOW, infringe any third party intellectual property rights.
29. PARTNER acknowledges and agrees that REVELRY is not responsible for the contents of any third-party data or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services and that REVELRY shall not be held responsible for any damages suffered by PARTNER caused by such service(s).
30. REVELRY may utilize cloud and Artificial Intelligence (AI) services, tools, or systems as part of the provision of services to the PARTNER under this Agreement. Such services may include, but are not limited to, machine learning, natural language processing, data analytics, and automation technologies. REVELRY employs such services to enhance its ability to deliver agreed-upon services. These services are utilized to support, but not replace, the professional judgment and expertise of the Consultant. These services typically require the use of third-party systems including, but not limited to, those provided by OpenAI. When such systems are used, Revelry’s database is securely housed within a non-publicly accessible virtual private cloud (VPC) infrastructure. Essential data like passwords and API keys are encrypted, and Revelry uses SSL to protect data during transmission. Moreover, data transmitted through the OpenAI API is not used for model training, rather it is held for 30 days and then deleted. All other services used by Revelry utilize stringent security protocols. PARTNER acknowledges that the use of such services may involve the transfer and processing of data provided by the PARTNER by such services, including potentially sensitive or proprietary information. PARTNER further acknowledges that they have been informed about the capabilities, limitations, and risks associated with the use of such services, including potential data privacy and security implications, and have had the opportunity to perform due diligence about such concerns before executing this agreement and any associated statements of work. In light of the foregoing, PARTNER consents to the use of such services as part of the services rendered under this Agreement. PARTNER may withdraw such consent to the use of AI services at any time by providing written notice to REVELRY. Withing a reasonable amount of notice, REVELRY will cease the use of AI services for the PARTNER’s services and discuss alternative approaches to service delivery.
31. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 12, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 12 OF THIS AGREEMENT.
32. Limitation on Contractor’s Liability to PARTNER. 
33. No Consequential or Indirect Damages. IN NO EVENT SHALL REVELRY OR ANY OF ITS REPRESENTATIVES BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH HEREOF, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT CUSTOMER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
34. Maximum liability. IN NO EVENT SHALL REVELRY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO, A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED 100% OF THE AMOUNTS PAID TO REVELRY PURSUANT TO THE SOW GIVING RISE TO THE CLAIM.
35. If Remedy Fails of Essential Purpose. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 13 SHALL APPLY EVEN IF PARTNER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
36. Indemnification. 
37. PARTNER shall indemnify, hold harmless, and defend REVELRY and its managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys' fees, that are incurred by REVELRY in a judgment, administrative proceeding, or any alternative dispute resolution proceeding (collectively, "Losses"), arising out of any third-party claim, arising out of or in connection with REVELRY’s performance under this agreement. 
38. Notwithstanding anything to the contrary in this Agreement, PARTNER is not obligated to indemnify, hold harmless, or defend REVELRY against any claim (whether direct or indirect) if such claim or corresponding losses arise out of or result from REVELRY's gross negligence or more culpable act or omission (including recklessness or willful misconduct). 
39. Miscellaneous Provisions. 
40. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective executors, administrators, personal representatives, heirs, successors, and permitted assigns. 
41. This Agreement may not be amended or modified in any respect except by a written instrument signed by all parties hereto. 
42. The failure by either party to insist upon or enforce any of its or his rights under this Agreement shall not constitute a waiver thereof by such party or a waiver of any subsequent breach of the same or a different provision hereof. No waiver of any provision of this Agreement shall be enforceable unless it is in writing and signed by the party against whom or which it is sought to be enforced. No waiver by any party of any breach or any provision of this Agreement shall operate or be construed as a waiver of any subsequent breach. 
43. This Agreement has been fully negotiated by both parties. In the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this Agreement, or any of its terms or provisions, there shall be no inference, presumption, or conclusion against either party.
44. The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights) and no such third party shall have any right to enforce any provision of this Agreement, even if indirectly benefited by it.
45. This Agreement and the rights and obligations of the parties hereto shall be construed by and enforced in accordance with the laws of the State of Louisiana. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in a court sitting in Orleans Parish, State of Louisiana, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in a state or federal court sitting in Orleans Parish, State of Louisiana. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
46. Any notices, consents, demands, requests, approvals, and other communications to be given under this Agreement by any party to the other shall be deemed to have been duly given if given in writing and personally delivered or sent by mail, registered or certified, postage prepaid with return receipt requested, at the address specified beside each party's signature at the end of this Agreement. Notices delivered personally or by e-mail, telegram, telex, or telecopy shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of 10:00 a.m. on the third business day after mailing. Any party may change its or his address for notice hereunder by giving notice of such change in the manner provided in this paragraph. 
47. This Agreement, together with any SOWs executed from time-to-time which are incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes any and all other agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the Parties with respect thereto. 
48. The captions and Section headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing this Agreement. 
49. The use of "herein," "hereof," and similar terms shall refer to this Agreement as a whole and not to any specific provision of this Agreement, unless the context clearly requires otherwise. 
50. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and such counterparts together shall constitute one and the same document.