MASTER SERVICE AGREEMENT

“M9G” shall describe the specifics of such Services, the compensation to be paid and the schedule, under which such Services shall be provided in the Statement of Work. “Client” desires to retain “M9G” to perform certain services on “Client’s” behalf, and “M9G” desires to perform such services as described in the Statement of Work (attached hereto as Attachment 1 and incorporated by reference), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration of the terms and conditions, the parties, intending to be legally bound, agree as follows:

Client retains M9G as an independent service provider and not an employee.

  1. The term of this agreement is month-to-month or as stated in the ‘Statement of Work (Proposal)”.
  2. Written notice by either party is required to terminate or to make changes to this agreement. Notice requires one full period before termination (a period being the 1st day to the 15th day of a calendar month or the 16th day to the last day of the same calendar month.
  3. If necessary, the Client will provide and allow M9G permission to analyze recorded calls and stats for training purposes only. M9G agrees to not post, share or store the recordings or any data belonging to the Client.
  4. M9G will report activity, progress, or concerns and maintain frequent communication with the Client contact.
  5. There will be two billing periods within each month, 1) the 1st to the 15th day and 2) the 16th to the last day of the month.
  6. The monthly fee is billed in advance of the period. In the event services commence during a period, the Client will receive an invoice with a pro-rated amount.
  7. The invoice will be submitted 3 days before the end of the period and due on or before the first day of the next period.
  8. M9G will submit via email, an electronic invoice to the person responsible for the client’s payables.
  9. M9G will accept as valid payment, ACH Deposit, Major Credit Card, or Company Check
  10. If submitting a company check, the client may hand deliver the check to an official M9G representative if local or mail the check to the M9G office @ 491 West 5300 South, Suite 118 Murray, Utah 84123, which must be received no later than 5-days from the invoice date. ACH and Credit Card payment instructions will be on the invoice.
  11. In the event the Client should cancel this agreement, the client will be obligated for the remainder of the current period and payment for the next full period (see section “f”).
  12. In the event M9G cancels this agreement, the Client may choose to forfeit the next full period and not require M9G to perform services or pay M9G for that period. However, the retainer payment for the current period will not be refunded.
  13. Each Party agrees that it shall keep confidential and shall not publish, use or otherwise disclose proprietary information and/or materials for any purpose other than as provided in this Agreement pursuant to fulfilling the assignment(‘s) outlined in this Agreement.
  14. M9G prohibits the recording or publishing of its materials in Clients training program unless the Client obtains written permission from M9G.
  15. The parties agree to indemnify and hold harmless the other party, and any of its affiliates or subsidiaries, and all of its directors, officers, agents, contractors, volunteers and employees, from any and all claims or liabilities, which may arise from the indemnifying parties’ performance of this Agreement, except to the extent that such claims or liabilities arise from the gross negligence or willful action or inaction of the other indemnified party or its affiliates or subsidiaries.   
  16. Services will commence on __________,_______ 2019 and conclude when either party submits notice to cancel according to section “d”. Upon canceling services, all online data including reports, charts, notes, logins etc. will be permanently deleted.
  17. This agreement and any matter or dispute arising out of or related to the subject matter of the agreement, shall be governed, construed, and enforced in accordance with the Laws of the State of Utah, USA, without regard to its conflict of laws rules.