PMP MARKETING GROUP, LLC | MASTER SERVICES AGREEMENT
1. Purpose: This Agreement sets forth the general terms and conditions pursuant to which Agency may provide marketing, media, advertising, strategic advisory, creative, and related services to Client from time to time, as more particularly described in one or more Statements of Work (each, an “SOW”) executed by the Parties.
2. Scope of Services:
2.1 Defined Services. Agency shall perform only those services specifically described in an executed SOW.
2.2 Excluded Services. No work, deliverables, channel management, production, or other services shall be deemed included unless expressly set forth in an SOW or approved Change Order.
2.3 Service Delivery. Agency may provide services directly or through qualified subcontractors, vendors, production partners, media partners, or other third parties, provided Agency remains responsible for overall coordination of the services described in the applicable SOW.
2.4 Exclusivity. Agency’s services are non-exclusive unless expressly provided in an applicable Statement of Work or other written amendment signed by the Parties. Agency does not offer exclusivity as a standard term and may grant it only on a case-by-case basis, in its discretion, based on factors including the scope of services, market, practice area or category, and Agency’s level of responsibility for Client’s marketing and advertising. Any exclusivity must be expressly stated in the applicable SOW or written amendment and will apply only to the scope, geography, channels, duration, limitations, and conditions set forth therein. Unless otherwise stated, any exclusivity will automatically terminate if Client is past due, materially reduces the agreed scope of services, or materially breaches this Agreement or the applicable SOW.
3. Statements of Work: Each SOW shall describe, as applicable: scope, deliverables, timing, fees, expenses, assumptions, exclusions, approval requirements, and any channel-specific, market-specific, or project-specific terms. In the event of a conflict between this Agreement and an SOW, the terms of the SOW shall control only with respect to the specific services described therein.
4. Fees and Payment
4.1 Fees. Client shall pay Agency the fees set forth in Exhibit A and/or each applicable SOW, including without limitation retainers, commissions, management fees, project fees, production management fees, and pass-through third-party costs.
4.2 Invoicing. Unless otherwise stated in an applicable SOW, Agency shall invoice monthly and payment shall be due within thirty (30) days of invoice date.
4.3 Late Payments. Late payments may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by law.
4.4 Service Suspension. Agency may suspend performance of services if any undisputed amount remains unpaid more than ten (10) days following written notice of nonpayment.
4.5 Taxes. All fees are exclusive of applicable sales, use, excise, or similar taxes, which shall be the responsibility of Client, excluding taxes on Agency’s income.
4.6 Collection Costs. In the event of nonpayment, default, or collection activity relating to amounts owed by Client, Client shall be responsible for Agency’s reasonable costs of collection, including court costs, collection fees, and reasonable attorneys’ fees, whether or not suit is filed, to the maximum extent permitted by law.
4.7 Payment Methods. Unless otherwise expressly agreed in writing by Agency, all payments under this Agreement shall be made via (a) ACH transfer to Agency’s designated bank account; or (b) electronic payment through Agency’s approved payment platform (including Bill.com or any successor platform designated by Agency). Agency may update its accepted payment methods from time to time upon written notice to Client. Client shall be responsible for ensuring that all payments are initiated in sufficient time to meet applicable payment deadlines. Payments shall not be deemed made until actually received and cleared by Agency.
Media Spend, Third-Party Costs, and Gross Spend Definition:
5.1 Client Costs. Client shall be responsible for all media spend, platform spend, production costs, vendor costs, software costs, and other third-party charges unless expressly stated otherwise in an applicable SOW.
5.2 Gross Spend; Budget Flexibility. Any percentage-based compensation shall be calculated on gross media or platform spend, before any rebates, credits, discounts, makegoods, added value, incentives, or other offsets, unless otherwise stated in the applicable SOW. Any budgets or planned spend amounts are targets only, not guarantees, and Agency may reasonably adjust spend timing, allocation, or pacing in coordination with Client to support performance and delivery.
5.3 Credits and Makegoods. Media credits, makegoods, and similar adjustments shall not reduce Agency’s earned fees unless expressly stated in the applicable SOW. Agency may carry forward or reallocate undelivered spend into later billing periods, and reasonable delivery variances shall not constitute a failure to perform. If any variance becomes material, the Parties shall review it in good faith and determine any appropriate adjustment.
5.4 Cost Reimbursement. If Agency advances any third-party cost on Client’s behalf, Client shall reimburse Agency promptly upon invoice.
5.5 Sequential Liability. Agency’s payment obligations to third parties are subject to sequential liability, and Agency shall have no obligation to pay any third-party charge unless and until it has received corresponding funds from Client.
5.6 Payment Authorization. Client authorizes Agency to charge Client’s approved payment method for fees, media spend, third-party costs, reimbursable expenses, and other amounts due under this Agreement.
5.7 Chargeback Protection
Client agrees not to initiate or permit any chargeback, reversal, or similar dispute of any fees, media spend, or third-party costs properly invoiced under this Agreement without first providing written notice to Agency and a reasonable opportunity to resolve the dispute in good faith.
6. Client Responsibilities
Client shall:
- provide timely approvals, feedback, access, and information reasonably needed for Agency to perform the services;
- identify an authorized point of contact with authority to approve budgets, media placements, creative, overages, and other decisions;
- ensure the accuracy and legality of Client-provided content, claims, disclaimers, testimonials, case results, and other materials;
- remain solely responsible for compliance with all applicable laws, regulations, and industry requirements related to Client’s advertising and marketing activities, including, without limitation, attorney advertising rules, required disclosures, substantiation of claims, and any necessary legal approvals.
7. Approvals: Client approval is required for budgets, media authorizations, production estimates, final creative, material strategy shifts, and out-of-scope work. Agency is not responsible for delays caused by Client’s failure to provide timely approvals, information, assets, or decisions. Email approval from Client’s designated point of contact is sufficient unless otherwise stated in the applicable SOW, and if Client does not provide written feedback or disapproval within the time stated in the applicable SOW, or within five (5) business days if none is stated, Agency may deem the item approved for implementation, production, trafficking, release, or publication.
8. Changes to Scope: Any out-of-scope work requires a written Change Order, revised SOW, or written email approval describing the added services and fees, and Agency shall have no obligation to begin such work until approved.
9. Intellectual Property
9.1 Client Materials. Client retains ownership of all materials provided to Agency (“Client Materials”). Client grants Agency a limited, non-exclusive, revocable right during the Term to use Client Materials solely as necessary to perform the services.
9.2 Final Deliverables. Subject to Client’s full payment of all amounts due, the final approved deliverables specifically created by Agency for Client under an applicable SOW (“Final Deliverables”), excluding Agency Materials and Third-Party Materials, shall be deemed works made for hire to the fullest extent permitted by law. To the extent any Final Deliverable does not qualify as a work made for hire, Agency hereby assigns to Client all right, title, and interest in such Final Deliverable upon full payment.
9.3 Agency Materials and Third-Party Materials. Agency retains all right, title, and interest in its pre-existing and underlying materials, tools, templates, workflows, methodologies, software, processes, frameworks, know-how, and other intellectual property (“Agency Materials”), as well as any draft concepts, unused creative, pitch materials, internal working files, production files, and internal working materials unless expressly transferred in writing. Third-party licensed materials, stock assets, fonts, software, music, talent rights, platform assets, and similar items (“Third-Party Materials”) remain subject to the applicable third-party terms, which Client agrees to follow.
9.4 Limited License to Embedded Agency Materials. To the extent any Agency Materials are embedded in or reasonably necessary to use a Final Deliverable, Agency grants Client a non-exclusive, perpetual, non-transferable, non-sublicensable license to use such Agency Materials solely as part of that Final Deliverable.
9.5 Rights and Warranty. Agency represents, to its knowledge and subject to Client Materials, Third-Party Materials, and materials or instructions supplied, approved, or directed by Client, that it has the right to provide the Final Deliverables and convey the rights granted herein free of liens created by Agency. Except as expressly stated in this Section, Agency makes no other warranty as to title, ownership, or non-infringement.
9.6 Portfolio Rights. Unless otherwise stated in an applicable SOW or prohibited in writing by Client, Agency may display final approved deliverables, together with Client’s name, logo, and a general description of the services performed, in Agency’s portfolio, website, case studies, pitch materials, and similar marketing uses, provided Agency does not disclose Client’s Confidential Information.
9.7 Use of AI Tools. Agency may use artificial intelligence or automated tools in developing deliverables. Client acknowledges that such tools may involve third-party systems, outputs may not be unique, and any Client rights in AI-assisted materials remain subject to applicable third-party terms.
10. Accounts, Data, and Platform Access: Unless otherwise agreed in writing, Client shall own its advertising and platform accounts, business manager assets, conversion tracking assets, and historical campaign data, and Agency shall be granted the access reasonably necessary to perform the services. Agency shall not be responsible for issues caused by account restrictions, policy violations, platform outages, or actions taken by Client or other third parties with access to such accounts.
11. Confidentiality
11.1 Definition. “Confidential Information” means all non-public information disclosed by one Party to the other, whether oral, visual, electronic, or written, that reasonably should be understood as confidential, including business, financial, strategic, technical, legal, marketing, customer, vendor, and proprietary information; provided that it does not include information that is public through no breach of this Agreement, was lawfully known without restriction before disclosure, was lawfully received from a third party without breach of confidentiality, or was independently developed without use of the Disclosing Party’s Confidential Information.
11.2 Use and Protection. The Receiving Party shall protect the Disclosing Party’s Confidential Information using reasonable care, use it only to perform under this Agreement and any applicable SOW, and disclose it only to employees, contractors, advisors, and representatives with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.
11.3 Required Disclosure. If disclosure is required by law, regulation, subpoena, court order, or governmental request, the Receiving Party may disclose the Confidential Information, provided that, to the extent legally permitted, it gives prompt notice to the Disclosing Party and reasonably cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or a protective order.
11.4 Return, Destruction, and Relief. Upon written request or termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information, except as required by law or retained through bona fide backup or archival systems. Each Party acknowledges that unauthorized use or disclosure may cause irreparable harm for which monetary damages may be inadequate, and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other available remedies.
12. Representations, Disclaimers, and Non-Reliance: Each Party represents that it has authority to enter into this Agreement. Agency does not guarantee any specific result, and performance depends on factors outside Agency’s control. Except as expressly stated in this Agreement, each Party disclaims all other warranties, and each Party acknowledges it has not relied on any representation not expressly set forth in this Agreement or the applicable SOW.
13. Limitation of Liability: To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, and Agency’s aggregate liability shall not exceed the fees paid to Agency under the applicable SOW during the three (3) months preceding the event giving rise to the claim. Any claim arising out of this Agreement or any SOW must be brought within two (2) years after it accrues.
14. Indemnification: Client shall defend, indemnify, and hold harmless Agency and its related parties from any third-party claim arising out of Client Materials, Client’s business, Client’s breach of this Agreement or any SOW, or Client’s violation of law or third-party rights. Agency shall defend, indemnify, and hold harmless Client from any third-party claim that the Final Deliverables, as created solely by Agency, infringe any United States intellectual property right, excluding claims arising from Client Materials, Third-Party Materials, Client-provided or Client-approved materials or instructions, or third-party modifications. The indemnified Party shall give prompt notice, permit control of the defense and settlement, and reasonably cooperate at the indemnifying Party’s expense, and no settlement imposing liability or obligations on the indemnified Party may be entered without its prior written consent, not to be unreasonably withheld.
15. Term and Termination
15.1 Term; Convenience Termination. This Agreement shall commence on the Effective Date and continue until terminated as provided herein. Unless otherwise stated in an applicable SOW, the Parties intend to plan services on an annual basis, and each SOW shall be subject to a minimum six (6) month commitment. After expiration of the applicable minimum commitment term, either Party may terminate the applicable SOW for convenience upon ninety (90) days’ prior written notice.
15.2 Breach Termination. Either Party may terminate this Agreement or an SOW for material breach if such breach remains uncured for fifteen (15) days after written notice.
15.3 Termination Payments. Upon termination, Client shall pay Agency for all fees earned, services performed, commissions accrued, minimum fees incurred, non-cancelable commitments, approved third-party costs, and approved out-of-pocket expenses through the effective date of termination.
15.4 Committed Costs. If media, production, or other commitments cannot reasonably be canceled due to timing or vendor terms, Client shall remain responsible for such committed costs.
15.5 Transition Assistance. Upon termination or expiration of this Agreement or any applicable SOW, Agency shall, upon Client’s written request, provide reasonable transition assistance for up to thirty (30) days to facilitate the orderly transfer of services, accounts, and materials to Client or its designee. Any such assistance shall be billed at Agency’s then-current rates and is conditioned on Client being current on all undisputed payment obligations. Agency shall have no obligation to provide transition assistance if Client is in material breach or has failed to pay amounts due.
16. Independent Contractor
16.1 Independent Contractor. Agency is an independent contractor and not an employee, agent, partner, joint venturer, fiduciary, or legal representative of Client. Except as expressly stated in an applicable SOW, nothing in this Agreement creates any agency, partnership, joint venture, employment, fiduciary, or exclusive relationship between the Parties, and neither Party has authority to bind the other except as expressly authorized in writing.
16.2 Non-Solicitation. During the Term and for two (2) years after termination or expiration of this Agreement or any applicable SOW, neither Party shall directly solicit for employment or engagement any employee or contractor of the other Party with whom it had direct contact in connection with the services, without the other Party’s prior written consent; provided that general solicitations not specifically directed to such person shall not violate this Section.
17. Force Majeure: Neither Party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, governmental action, public health events, outages, platform disruptions, or third-party failures. The affected Party shall give prompt notice and use commercially reasonable efforts to resume performance, and any deadlines shall be extended for the duration of the delay.
18. General
18.1 Governing Law; Dispute Resolution; Venue; Jury Waiver. This Agreement and any dispute arising out of or relating to this Agreement or any SOW shall be governed by the laws of the State of Florida, without regard to conflict of law principles. Before initiating litigation, the Parties shall first attempt in good faith to resolve the dispute through informal discussions between senior representatives. Any action or proceeding shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida, and each Party submits to the jurisdiction of such courts and waives any objection based on venue or forum non conveniens. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SOW, OR THE PARTIES’ RELATIONSHIP.
18.2 Entire Agreement; Amendments. This Agreement, together with all SOWs and approved Change Orders, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous discussions and understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties, except as expressly provided in an applicable SOW or Change Order with respect to the specific services covered thereby.
18.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by electronic signature platform shall be deemed effective as originals.
18.4 Severability; No Waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the affected provision shall be modified only to the minimum extent necessary to make it enforceable. No waiver of any provision of this Agreement shall be effective unless in writing, and no failure or delay in exercising any right or remedy shall operate as a waiver.
18.5 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, sale of substantially all assets, or corporate reorganization, provided the assignee assumes all obligations hereunder.
19. Data Protection ad Privacy: Each Party shall comply with applicable data protection, privacy, and consumer protection laws in connection with this Agreement. Client is the owner and controller of its customer, advertising, and personal data, and Agency shall process such data only as necessary to perform the services. Client is responsible for obtaining any required rights, consents, and notices and for complying with laws relating to advertising, tracking, cookies, and data collection. Agency is not responsible for the legality or accuracy of data provided by or on behalf of Client, Client’s compliance with privacy laws, or the acts or omissions of third-party platforms, vendors, or processors.
20. Insurance Clause: Each Party shall maintain commercially reasonable insurance coverage appropriate for its business operations. Upon reasonable request, a Party may provide evidence of such coverage.
21. Non-Disparagement. During the Term and thereafter, neither Party shall make or publish any false, misleading, or disparaging statement about the other Party, its business, services, officers, employees, or representatives; provided, however, that nothing in this Section shall restrict truthful statements required by law, legal process, or good-faith internal business communications.
EXHIBIT A | Compensation Schedule
A. PMP Premier Partnership Agency of Record Retainer: If applicable, Client shall pay Agency a recurring retainer as described in SOW 1.
B. Compensation and Commercial Terms
Unless otherwise expressly agreed to in writing by the Parties, all compensation, professional fees, media management fees, commissions, retainers, hourly rates, project fees, media spend, budgets, minimum fees, billing schedules, payment terms, scope of Services, deliverables, timelines, and all other commercial terms applicable to the Services shall be set forth in one or more applicable Statement(s) of Work (“SOW”), Work Order(s), Addendum(s), Total Sheet(s), Change Order(s), or other written commercial document executed or otherwise approved by the Parties (collectively, the “Service Documents“).
Each applicable Service Document shall govern the Services described therein. In the event of any conflict between this Agreement and an applicable Service Document with respect to compensation, pricing, media spend, budgets, scope of Services, deliverables, timelines, payment terms, or any other commercial terms, the applicable Service Document shall control solely with respect to the Services covered by that Service Document.
No modification to a Service Document shall amend this Agreement unless the Parties expressly agree in writing that such modification is intended to amend these Terms and Conditions.
C. Minimum Monthly Fee Per Platform / Channel / DMA
Notwithstanding the foregoing, each managed platform, channel, or DMA combination shall be subject to a minimum monthly fee of $2,500, unless otherwise agreed to in writing by the Parties and expressly set forth in the applicable SOW.
D. DMA Definition and Billing Treatment
For purposes of this Agreement, a “DMA” means a distinct designated market area or other mutually agreed market unit used for planning, budget allocation, creative deployment, reporting, buying, or optimization. If Client directs Agency to manage the same platform / channel across multiple DMAs, each DMA may be treated as a separate managed market for pricing and minimum-fee purposes where budgets, media plans, creative, reporting, vendor management, or optimizations are distinct by market.
E. Third-Party Costs and Production Costs
All media spend, production costs, vendor costs, platform costs, software charges, talent costs, music licensing, editing costs, printing, trafficking costs, and other third-party expenses shall be billed separately to Client unless otherwise stated in writing.
F. Third-Party and Production Management Fee
If Agency manages third-party vendors, Agency may charge either a separate production management fee as stated in the applicable project estimate or SOW; or a percentage-based production management fee.
G. Travel and Out-of-Pocket Costs
Pre-approved travel and out-of-pocket expenses shall be reimbursed by Client.