Last Updated May 19th, 2025

Master Services Agreement

This Master Services Agreement (“Agreement”) is entered into as of the date of the Statement of Work (as defined below), by and between the client identified therein (“Client”), and the Marketbridge LLC contracting entity identified in the signature block or its designee (“Marketbridge”) (each a “party” and collectively the “parties”) and governs Client’s engagement of Marketbridge to perform or provide various services (as more fully described herein, “Services”).  In consideration of the foregoing and the mutual covenants and other provisions contained herein, and other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties agree as follows:

BY USING THE DELIVERABLES, EXECUTING A STATEMENT OF WORK, CLICKING A BOX OR OTHERWISE INDICATING ACCEPTANCE, CLIENT EXPRESSLY ACKNOWLEDGES THAT IT HAS READ, AGREES TO, AND IS BOUND BY, THIS AGREEMENT.  ANY INDIVIDUAL ENTERING INTO THE AGREEMENT ON BEHALF OF A LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT IT IS SO AUTHORIZED TO, AND DOES, BIND SUCH ENTITY, IN WHICH CASE, CLIENT AS USED HEREIN WILL REFER ALSO TO SUCH ENTITY.

1. Services.
   1. Statements of Work. Marketbridge agrees to perform the Services as more fully set forth in one or more statements of work (each, a “Statement of Work”) mutually agreed to by the parties. The initial Statement of Work is attached hereto as Exhibit A. Additional Statements of Work shall be deemed issued and accepted only if signed by Marketbridge and Client. Each Statement of Work shall include a description of the Services, project schedule, fees and such other terms and conditions as the parties may agree. The terms of this Agreement are hereby incorporated by reference therein. In the event of any conflict, the provisions of this Agreement shall control, unless the Statement of Work expressly provides that a specific provision of the SOW supersedes a conflicting provision of the MSA. If new information or instructions are received during the course of providing the Services, or changes arise in the scope of Services that require modification to the applicable Fees (as defined below), the schedule, or any other term in a Statement of Work, Marketbridge shall submit a change order to Client which shall be mutually agreed between the parties in writing prior to any changes taking effect.
   2. Client Cooperation; Representative. Client shall cooperate with Marketbridge in its performance of the Services and, to the extent applicable, provide access to Client’s premises, employees, contractors, information and materials as required to enable Marketbridge to provide the Services. Client acknowledges and agrees that Marketbridge’s ability to perform its obligations and adhere to milestones under this Agreement and any Statement of Work may be dependent upon Client’s cooperation and provision of certain necessary information. Client shall respond promptly to any reasonable requests from Marketbridge for instructions, information, or approvals required by Marketbridge to provide the Services. Upon request by Marketbridge, Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Marketbridge (the “Client Representative”). The signature or e-mail approval of the Client Representative shall be final and binding on Client. Marketbridge shall not be liable for any costs, charges, delays or losses sustained by Client to the extent arising from any failure of Client to fulfill its obligations under this Agreement.
   3. Client Data. Client shall retain all right, title and interest in and to any data, information, media, or content provided to Marketbridge (“Client Data”), and Marketbridge acknowledges that it neither owns, nor acquires any additional rights in and to the Client Data not expressly granted by this Agreement or a Statement of Work. Client acknowledges and agrees that the name, business title and business contact information of Representatives (as defined below) shall not be considered “personally identifiable information” (or similarly designated personal data) Client hereby grants to Marketbridge a non-exclusive, non-transferable, royalty free right and license to use the Client Data to the extent required by Marketbridge and its third-party service providers to perform the Services. In addition, Client acknowledges and agrees that Marketbridge may create, collect, use and distribute data derived from Client Data which does not identify Client and cannot with reasonable means be attributed or traced back to Client Data or “personally identifiable information” (or similarly designated personal data), to create anonymized (“Aggregated Data.”) Client Data shall otherwise be used in accordance with Marketbridge’s privacy policy found at https://marketbridge.com/legal-policy.
   4. Intellectual Property Rights.
      1. Underlying IP. All right, title, and interest in and to Marketbridge’s proprietary solution platform, algorithms, analytics, tools, models, methodologies, processes, techniques, code, and any modifications or derivative works thereto, however, whenever, and by whomever conceived, developed, or reduced to practice, and any associated intellectual property or proprietary rights (“Underlying IP”), belong to, shall vest and remain in, and constitutes the Confidential Information (as defined below) of, Marketbridge.
      2. Deliverables. Except as set forth in a Statement of Work and subject to receipt of associated Fees (as defined below), Marketbridge grants to Client a limited, nonexclusive, non-sublicensable, and non-transferable license to the reports and other information delivered or generated for the benefit of Client (“Deliverables”). Notwithstanding the foregoing, Deliverables shall not include (i) Underlying IP, (ii) data or other information or functionality with general applicability to Marketbridge’s offerings or customer population, or (iii) third-party software (which is governed by applicable third-party licenses).
   5. Acceptance of Deliverables. Within ten (10) days following receipt of any Deliverables, Client will provide Marketbridge with either (a) written approval and acceptance of such Deliverables (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the Deliverables into compliance with the applicable Statement of Work. Each Deliverable hereunder will be deemed accepted by Client if Client fails to timely provide the foregoing written notice. Upon acceptance hereunder, Marketbridge shall have no further responsibility with respect to Deliverables.
2. Fees; Expenses and Invoicing.
   1. Fees. As compensation for the Services and Deliverables, Client will pay Marketbridge the fees in the amounts and on the schedule as set forth in the Statement of Work (the “Fees”). Client shall be responsible for all sales, use and excise taxes, and any similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder; and to the extent Marketbridge is required to pay any such amounts, Client shall reimburse Marketbridge in connection with its payment. Notwithstanding the previous sentence, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Marketbridge’s income.
   2. Expenses. In addition to the Fees, Client shall reimburse Marketbridge for all expenses incurred in accordance with the Statement of Work (such as travel, lodging and meals, etc.) at cost, provided that such expenses are pre-approved in writing by Client (with such approval not to be unreasonably withheld, conditioned, or delayed).
   3. Invoicing. Each invoice shall describe the Services available and expenses incurred (if any). Unless otherwise set forth on a Statement of Work, all invoices will be payable by Client within thirty (30) days following receipt of such invoice. Client must notify Marketbridge in writing, with sufficient detail and in good faith, of any dispute or disagreement with invoiced charges within thirty (30) days following the date of the applicable invoice. Absent such notice, Client shall be deemed to have agreed to the charges as invoiced. In the event Client notifies Marketbridge of a dispute with any invoice in accordance with the terms herein, Client shall pay the undisputed amount and withhold only the amount that is in dispute. The parties shall seek to resolve any such dispute expeditiously and in good faith. Marketbridge reserves the right to suspend performance of Services and withhold delivery of Deliverables if Client fails to make any payment of undisputed amounts when due.
3. Term; Termination.
   1. Term. The term of this Agreement shall commence upon the Effective Date and shall continue with full force and effect for a period of one (1) year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term.
   2. Termination.
      1. Either party may terminate this Agreement or any Statement of Work upon any of the following events: (i) material breach of this Agreement or a Statement of Work which is not cured within thirty (30) days’ written notice from the non-breaching party, provided that such breach is curable; (ii) institution by or against a party of bankruptcy, insolvency or receivership proceedings or an admission of a party of its inability to pay its debts as they become due; or (iii) commencement by a party of any steps toward liquidation, dissolution or winding up of its affairs. In the case of subsections (ii) and (iii) above, the other party may terminate this Agreement and any Statement of Work immediately upon written notice.
      2. Further, either party may terminate this Agreement or a Statement of Work upon thirty (30) days’ notice, provided, that except pursuant to Section 3.2(a), Marketbridge may not terminate this Agreement or any Statement of Work while a Statement of Work is outstanding.
   3. Payment Upon Termination. Upon termination or expiration of this Agreement or any Statement of Work, Marketbridge will be entitled to receive compensation for all Services actually performed through the date of termination or expiration on a percentage-of-completion basis (where the Statement of Work provides for a fixed fee) or on an hourly basis (where the Statement of Work provides for an hourly fee), together with all pre-approved expenses actually incurred through such date. In the event of termination of a Statement of Work by Client pursuant to Section 3.2(b), in addition to compensating Marketbridge for all Services actually performed through the date of termination, Marketbridge reserves the right to apply a cancellation fee up to twenty-five percent (25%) of the total Fees included in such Statement of Work.
   4. Effect of Termination. Unless otherwise agreed in writing by the parties, termination of this Agreement for any reason shall automatically terminate all outstanding Statements of Work. Upon termination, and subject to payment of all outstanding Fees, Marketbridge shall deliver to Client all in-process Deliverables (in each case, whether complete or incomplete), if any, in their then-current form. Marketbridge shall have no obligation to deliver any Deliverables for which payment has not been received. Termination of this Agreement shall not affect any rights, obligations, or liabilities accrued prior to termination.
4. Confidentiality. From time to time during the Term, either party (as the “Discloser”) may disclose or make available to the party (as the “Recipient”) information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 4 by the Recipient or any of its employees, officers, directors, agents, shareholders, advisors, attorneys, accountants, consultants, bankers, financial advisors and others with access to Confidential Information (collectively, “Representatives”); (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) the Recipient establishes by documentary evidence, was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; (iv) was or is independently developed by the Recipient or its Representatives without using of any of the Discloser’s Confidential Information; or (v) to the extent that it is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the party so required reasonably cooperates with Discloser’s efforts to limit such requirement and, if the requirement remains, uses commercially reasonable efforts to limit disclosure and ensure that available confidential treatment is accorded. The Recipient shall: (A) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 4 caused by any of its Representatives. On the expiration or termination of this Agreement, or at any time during the Term at the Discloser’s written request, the Recipient and its Representatives shall promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. Provided, however, that each party’s legal department shall be permitted to retain one (1) copy of the other party’s Confidential Information for its records if required to comply with applicable laws.
5. Publicity. Each party grants the other party permission to use the name or logo of the other party or any of its affiliates in advertising, publicity or otherwise.
6. Representations; Warranties and Covenants.
   1. Mutual. Each party represents, warrants and covenants to the other party that the execution and delivery of this Agreement and the performance by the parties of their obligations hereunder does not and shall not violate any provision of law, any order of any court or other agency of government, or any provision of any agreement or other instrument to which such party or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the other party. This Agreement has been duly executed and delivered by each party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms, subject, as to the enforcement of remedies, to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally.
   2. By Marketbridge. Marketbridge hereby represents, warrants and covenants that:
      1. The Services to be performed by Marketbridge will be of a professional quality conforming to generally accepted industry standards and, in all material respects to the instructions and specifications set forth in any applicable Statement of Work.
      2. While Marketbridge is providing Services on Client’s premises, Marketbridge will cause its personnel to abide by all safety, security and other workplace policies in effect by Client.
      3. Marketbridge has sole responsibility with respect to all wages and benefits paid to its personnel, as well as worker’s compensation and general liability insurance, state and federal unemployment taxes, social security and recruitment costs.
      4. Marketbridge, and its provision of Services, shall comply with all applicable federal, state or local laws, rules and regulations.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR AS EXPLICITLY SET FORTH IN ANY STATEMENT OF WORK, MARKETBRIDGE MAKES NO OTHER WARRANTY, CONDITION, REPRESENTATION, OR GUARANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITH RESPECT TO RESULTS OR USE OF DELIVERABLES.

7. Indemnification; Limitations on Liability.
   1. Indemnification. Subject to the terms and conditions of this Agreement, each party (“Indemnifying Party”) shall defend and hold harmless the other party, and each of its subsidiaries and each of their respective employees, officers, agents, and directors (“Indemnified Party”), from and against any and all liability, losses, damages, claims, causes, allegations (whether threatened or pending) judgment, order (including equitable orders), costs and expenses (including, but not limited to, reasonable fees of attorneys and other professionals, court costs, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers) (collectively, the “Losses”) arising out of or relating to any claim by a third party arising out of or relating to: (i) any violation or alleged violation by the Indemnifying Party of any applicable federal, state or local law, rule or regulation; (ii) allegations that any products, services, data, or materials provided by the Indemnifying Party under this Agreement infringe or misappropriate any third-party intellectual property, proprietary, or privacy rights; or (iii) in the case of Client as the Indemnifying Party, a claim by Representatives or a Client customer or user. Notwithstanding the foregoing, the Indemnifying Party’s obligations under this Section 7.1 shall not apply to the extent any Losses result from the negligence or willful misconduct of the indemnified party. Additionally, the Indemnifying Party’s obligations under Section 7.1(ii) constitutes the sole remedy of the Indemnified Party and shall not apply to Losses resulting from: (a) the Indemnified Party’s unauthorized modifications to the Indemnifying Party’s materials; (b) the Indemnified Party’s combination of the Indemnified Party’s materials with other products, services, or technology not provided or approved by the Indemnifying Party, to the extent the infringement or breach would not have occurred but for such combination; or (c) the indemnified party’s continued use of allegedly infringing materials after receiving notice of the alleged infringement and a written offer of a non-infringing alternative from the Indemnifying Party. If any materials provided by the Indemnifying Party are found to infringe, or if the Indemnifying Party reasonably believes they may infringe, the Indemnifying Party may, at its sole option and expense: (1) procure the right for the Indemnified Party to continue using the materials; or (2) replace or modify the materials to make them non-infringing without materially reducing their functionality.
   2. Conditions of Indemnification. Any indemnification obligations set forth in this Agreement are subject to the following conditions: (i) the Indemnified Party shall notify the Indemnifying Party promptly in writing upon learning of any claim or suit for which indemnification is sought, provided that failure to provide such notice will not affect the obligations of the Indemnifying Party hereunder unless the Indemnifying Party is prejudiced by such failure and then only to the extent of such actual prejudice will the Indemnifying Party’s obligations be limited; (ii) the Indemnifying Party shall have control of the defense or settlement, provided, that the Indemnified Party shall have the right to participate in such defense or settlement with counsel at its selection and at its sole expense; (iii) the Indemnified Party shall reasonably cooperate with the defense, at the Indemnifying Party’s expense and (iv) the Indemnifying Party will not settle, compromise or otherwise enter into any agreement regarding the disposition of any claim against the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned, or delayed, unless such settlement, compromise or disposition provides for a complete and unconditional release of financial or other obligations of the Indemnified Party and does not include a statement to, or an admission of, fault, culpability or failure to act by or on behalf of the Indemnified Party.
   3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS HEREIN (IN WHICH CASE LIABILITY SHALL NOT EXCEED TWICE THE LIMITATION (AS DEFINED BELOW), A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREIN (NOT INCLUDING DATA SECURITY), OR ANY CLAIMS, LOSSES, OR OTHER LIABILITIES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, LOSS OF DATA OR USE, HOWEVER CAUSED, WHETHER ARISING AS A RESULT OF STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (B) THE CUMULATIVE LIABILITY OF A PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES THEN PAID OR PAYABLE TO MARKETBRIDGE BY CLIENT UNDER THIS AGREEMENT (“LIMITATION”). THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
8. Insurance. Marketbridge shall maintain (i) statutory workers’ compensation and employers’ liability insurance in the minimum amounts required by applicable law, (ii) commercial general liability insurance in limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (iii) automobile liability insurance in a combined single limit of $1,000,000; and (iv) professional errors and omissions and cyber liability insurance in overall limits of not less than $5,000,000.
9. Miscellaneous.
   1. Survival. Any provisions of this Agreement that by their nature should survive termination or expiration shall remain in full force and effect, including, but not limited to Sections 1.3 (Client Data), 1.6 (Intellectual Property Rights) 3.3 (Payment Upon Termination), 4 (Confidentiality), 5 (No Publicity), 7 (Indemnification; Limitations of Liability), 9 (Miscellaneous), and 9.4 (Governing Law; Dispute Resolution).
   2. Relationship of the Parties. This Agreement does not imply any joint venture, partnership or other business arrangement between the parties. Marketbridge and Client are separate, independent business entities agreeing to work together in the manner set forth in this Agreement. Neither Marketbridge nor Client has any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever. Neither Party nor its agents, employees or Representatives can, under any circumstances, be deemed agents, employees or Representatives of the other Party.
   3. Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly given if delivered by nationally-recognized overnight courier service, certified mail (return receipt requested), facsimile with electronic confirmation or personal delivery to the other party at the address below the party’s signature line below. Notice is effective upon delivery or on the business day after sending by facsimile with electronic confirmation to the sender. A party may change its notice address by giving notice in accordance with this Section.
   4. Governing Law; Dispute Resolution. This Agreement and any disputes arising under or related thereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by the laws of the State of Delaware, without reference to its conflicts of law principles. Except for claims for relief under Section 9.6, in the event of a dispute, controversy, or claim arising out of or regarding this Agreement or its performance (each, a “Dispute”), the parties must attempt in good faith to resolve the Dispute through good faith negotiations. If the parties are unable to resolve any Dispute through such good faith negotiations, the Dispute will be resolved by binding arbitration. The proceeding shall be conducted by one arbitrator mutually agreed to by the parties and according to the then-current commercial arbitration rules of the American Arbitration Association (“Rules”). All arbitration proceedings will be conducted over a mutually-agreed upon video conferencing platform, unless the parties agree to conduct it live in a mutually-agreed location. Both parties waive the right, if any, to obtain any award for exemplary or punitive damages or any other amount for the purpose or imposing a penalty from the other in any arbitration or judicial proceeding or other adjudication arising out of or with respect to this Agreement, or any breach hereof, including any claim that this Agreement, or any part hereof, is invalid, illegal or otherwise voidable or void.
   5. Force Majeure. Neither party shall be liable for delays in or non-performance (other than payment obligations) as a result of strikes, lockouts, fires, wars, accidents, foreign or domestic governmental controls or other actions, embargoes or other causes beyond a party’s control; provided that in order to be excused from delay or failure to perform, the affected party must give written notice to the other party containing reasonable particulars of such delay or failures in question and act diligently to remedy the cause of such delay or failure.
   6. Equitable Relief. Each Party acknowledges that monetary damages shall be an inadequate remedy in the event of a breach by the other party of its confidentiality obligations under this Agreement and that any such breach by a party will cause the other party irreparable injury and damage. Accordingly, each party acknowledges that the non-breaching party shall be entitled to seek, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, injunctive and other equitable relief in the event of a breach or intended or threatened breach by the other party of such obligations, in any court of competent jurisdiction.
   7. Binding Effect; Amendment; Assignment; No Waiver. This Agreement and each Statement of Work attached hereto sets forth the entire understanding and agreement of the parties as to the subject matter hereof, all of which shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns. The pre-printed terms of any purchase order, acceptance, acknowledgement, shipping or other similar document issued or purportedly relating to this Agreement shall have no force and effect. Except incident to a change in control, sale of substantially all assets, merger, acquisition, or similar strategic transaction in which the successor-in-interest agrees to be bound hereby, neither party may assign this Agreement, without the prior written consent of the other party. Failure of any party to insist upon strict compliance with any of the terms, conditions, covenants, and agreements of this Agreement in any particular instance shall not be deemed a waiver of such terms, conditions, covenants or agreements in any other instance. Marketbridge reserves the right to modify portions of this Agreement and indicate at the top of this page the date it was last revised. Any such changes will become effective no earlier than fourteen (14) days after they are posted.  Continued use of the Deliverables thereafter constitutes Client acceptance thereof.
   8. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
   9. Headings; Counterparts. Headings are inserted for the convenience of the parties only and shall not be interpreted to modify any provision of this Agreement or any Statement of Work hereto. This Agreement and each Statement of Work may be executed in counterparts (including by facsimile or pdf), which, taken together, shall constitute one and the same original document.