MASTER SERVICES AGREEMENT

The successful execution of this project will involve the collaborative efforts of Lauren Kay LLC, d/b/a Lauren Kay Writes, a New York limited liability company (“Service Provider”) and you (“Client”). In addition to this Master Services Agreement we will also send you a Project Confirmation which will include a list of deliverables, a timeline for execution, and other commercial terms that are included in our arrangement (the “Project Confirmation”). These terms and conditions, along with the Project Confirmation, which is hereby incorporated by reference, will be known as the “Agreement”. In the event there is a conflict of terms between the Project Confirmation and this Master Services Agreement, the Project Confirmation shall govern, but only to the extent there is a conflict.

1.1 Client Services

Service Provider is hereby engaged by Client to provide the services described in the Project Confirmation (the “Services”). The individual listed in the applicable Project Confirmation shall be designated as the primary contact who shall be responsible for monitoring, directing and decision-making with regards to the Services. Client will be given prompt notice of all material scheduling/process changes.

1.2 Change Orders

Additional work orders (each a “Change Order”),  and will be issued to Client for work and changes beyond the scope outlined in the Project Confirmation. Change Orders shall include a description of the change addition requested, estimated additional costs, and changes to work schedules/project completion. Client’s written approval is required to proceed with any Change Order

1.3 Payment; Invoices

Service Provider reserves the right to withhold delivery, suspend performance, or withhold the transfer of ownership of any current or past work if Client accounts are not current and/or overdue invoices have not been paid in full. All grants of any license to use or transfer of any ownership of any intellectual property rights under this Agreement, including Inventions, are conditioned upon receipt of payment in full.  Payment in full shall be inclusive of any and all outstanding fees (as more fully described below).

The obligation to pay the invoices is personal to Client and may not be assigned without the consent of Service Provider.  Notwithstanding an informal agreement between the parties for a third-party to pay Service Provider directly for the Services, Service Provider’s acceptance of such an arrangement is an accommodation to Client, and does not relieve Client of its ultimate responsibility to pay Service Provider for performance of the Services.

1.4 Cancellation

Projects can be canceled without any fee if at least 2 weeks' notice is given, unless a different cancellation period is stated in the Project Confirmation.

For monthly book coaching, 1 week of notice from the next payment period must be given in writing in order to cancel the service. If the client has agreed to a set number of minimum months, the service cannot be cancelled until that minimum has been completed.

If a project is canceled with less than 2 weeks' notice, a cancellation fee amounting to 15% of the total Project Fee will be due. This fee is to be paid to the editor as compensation for the anticipated work.

1.5 Timing

Service Provider will prioritize performance of the services as may be necessary or as identified in the Project Confirmation, and will undertake commercially reasonable efforts to perform the services within the time(s) identified in the Project Confirmation or as may be mutually agreed to from time to time. Client agrees to review deliverables (as set forth in the Project Confirmation) within the time identified for such reviews in the Project Confirmation or otherwise agreed to from time to time and to promptly either, (i) approve the deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the concerns, objections or corrections to Service Provider. Client acknowledges and agrees that Service Provider’s ability to meet any and all schedules is dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Project Confirmation. Service Provider shall be compensated for the services performed through the date of the termination based on the fixed and/or hourly fees outlined in the Project Confirmation with all other amounts due hereunder. Client acknowledges that Service Provider may need to extend or delay the initiation of the project schedule at its discretion. Service Provider reserves the right to withhold delivery, suspend performance, or withhold any transfer of ownership of any work deliverables if Client accounts are not current and/or overdue invoices have not been paid in full.

1.6 Ownership

The creative work and intellectual property rights embodied therein shall be owned by Client and are the sole and exclusive property of the Client, other than for the promotional use of Service Provider (which will only occur if written permission is given by the Client). Subject to the above, Service Provider hereby agrees that anyand all creative work, including materials and other writings, copy, designs, artwork, packaging, advertisements, point of sale, discoveries, formulae, processes, methods, know how, confidential data, trade secrets and other proprietary information (collectively, “Work Products”) conceived, created or improved upon, either in whole or in part, by Service Provider for, or on behalf of Client at any time (on, after, or prior to the date hereof) in connection with the final creative work shall be a “work made for hire” for copyright purposes.  To the extent such Work Products are not deemed works made for hire, Service Provider irrevocably grants, assigns and transfers to Client all right, title and interest of any kind, nature, or description in and to such Work Products.

Notwithstanding anything to the contrary contained herein, Client acknowledges and agrees that Service Provider has developed and is constantly developing and refining, and may develop as a direct result of work performed under a Project Confirmation proprietary information, which may include, without limitation, ideas, concepts, frameworks, know-how, methodologies, analytical approaches, databases, business insights, products, software, algorithms and descriptions thereof, which may be embodied in the Services (collectively, “Provided Material”). All pre-existing Provided Material and all Provided Material that is developed or enhanced during the course of this engagement with Client (which shall include any period prior to the effectiveness of this Agreement pursuant to which Service Provider has provided similar Services to Client in anticipation of this Agreement) shall remain the sole and exclusive property of Service Provider. Subject to Client’s obligation to pay Service Provider for Services provided hereunder, Service Provider grants to Client a perpetual, royalty-free, world-wide license (the “License”) to use, solely for its own benefit, that portion of Provided Material as it exists at the time of the engagement that is necessary for Client to make use of the agreed-upon Services. The License shall entitle the Client to use or make copies of the Provided Material solely for the purposes contemplated by this Agreement.  The License specifically does not entitle Client to use the Provided Material in connection with any other company or project, or to publish, market, distribute, or disseminate the Provided Material in any manner, commercial or otherwise, without the express written consent of Service Provider.  Client acknowledges that Service Provider may use Provided Material in the performance of the Services and that Service Provider shall retain all right, title and interest in and to Provided Material, including all copyrights, patents, trademarks and other intellectual property rights inherent therein and appurtenant thereto.  Nothing contained herein shall be construed to limit the rights of Service Provider to perform similar services for third parties using the Provided Material.  Service Provider expressly reserves all rights not specifically granted in this Agreement. 

All preliminary ideas, concepts, drawings, artwork, specifications, presentation materials and any other work product not included in the Provided Material will remain the exclusive property of the Service Provider.

1.7 Promotion

Subject to Client’s written consent, not to be unreasonably withheld, conditioned or delayed, Service Provider may use Client’s name, tradename, logo and brand, for self-promotional purposes, including display within Service Provider’s portfolio or website.  Client may not use or reference Service Provider in any Client promotional materials without Service Provider’s written consent, which may be withheld for any reason or no reason. Neither party shall make, or cause to be made, a press release or similar public announcement of this Agreement or the services arrangement contemplated herein without the prior consent of the other party. 

1.8 Confidentiality

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation, personal and non-personal website user and customer data (the “Confidential Information”). Each party, including any and all agents, contractors and employees retained by such, shall hold and maintain in strict confidence the Confidential Information, shall not disclose the Confidential Information to any third party, shall use reasonable efforts to ensure the security of the Confidential Information and shall not use any of the Confidential Information except as reasonably necessary to perform its obligations under the Agreement or except as may be required by a court or governmental authority. Notwithstanding the foregoing, the Confidential Information shall not include any information that is in the public domain, becomes publicly known through no fault of the receiving party, is otherwise properly received from a third party without an obligation of confidentiality, or was independently developed by a party as demonstrated in its records.

2.1 Client Representations and Warranties

Client hereby represents, warrants and covenants to Service Provider that (a) it has the full right, power, capacity and authority to enter into and fully perform this Agreement, and carry out each and all of the terms and conditions hereof; (b) that there is not now, nor shall there exist during the term of this Agreement, any contract or understanding with any other person or entity which would interfere with its performance of its obligations herein; (c) the consent of no other person or entity is necessary to enter into this Agreement; (d) that it is a duly organized and validly existing entity, the undersigned signatory is authorized to execute this Agreement on behalf of Client, and, as executed, this Agreement shall be a legally binding obligation of Client; (e) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content (as described in the Project Confirmation); (f) the Client Content does not violate or infringe upon the rights of any third party, and use of the Client Content as well as any trademarks in connection with the project does not and will not violate or infringe upon the rights of any third parties; (g) Client shall comply with the terms and conditions of any licensing agreements which govern the use of third party materials; (h) Client shall comply with all laws and regulations as they relate to the Agreement; and (i) the Client Content is true, accurate and does not include any material misstatements or omissions of fact.

2.2 Service Provider Representations and Warranties

Service Provider hereby represents, warrants and covenants to Client that (a) it has the full right, power, capacity and authority to enter into and fully perform this Agreement, and carry out each and all of the terms and conditions hereof; (b) that there is not now, nor shall there exist during the term of this Agreement, any contract or understanding with any other person or entity which would interfere with its performance of its obligations herein; (c) the consent of no other person or entity is necessary to enter into this Agreement; (d) that it is a duly organized and validly existing entity, the undersigned signatory is authorized to execute this Agreement on behalf of Service Provider, and, as executed, this Agreement shall be a legally binding obligation of Service Provider; (e) Service Provider will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such Services; and (f) (i) except for third-party materials and Client Content, to the best of Service Provider’s knowledge the Inventions shall be the original work of Service Provider and/or its independent contractors, (ii) in the event that the Inventions includes the work of independent contractors commissioned for the project by Service Provider, Service Provider shall have secured agreements from such contractors granting all necessary rights, title, and interest in and to the Provided Material sufficient to assign to Client the Inventions as described in Section 1.6 of the Agreement, and (iii) to the best of Service Provider’s knowledge, the Inventions provided by Service Provider and Service Provider’s contractors do not infringe the rights of any party. In the event Client or third parties modify or otherwise use any deliverables from the Services outside of the scope or for any purpose not identified in the Agreement or contrary to the terms and conditions noted therein, all representations and warranties of Service Provider shall be void.

2.3 Indemnification

Both parties agree to indemnify, save and hold harmless the other from any and all actual damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of a breach of such party’s responsibilities or obligations, representations or warranties under the Agreement.  In such instances, The breaching party agrees to pay the other’s reasonable attorneys’ fees, and travel expenses if required to travel. The non-breaching party agrees to provide the breaching party with commercially reasonable assistance, information and authority necessary to perform the breaching party’s obligations under this Section 2.3. The breaching party will reimburse the fees and out of pocket expenses incurred by the non-breaching party in providing such assistance.

1. Limitation of Liability

ASIDE FROM AS EXPRESSLY CONTAINED HEREIN, THE SERVICES AND THE WORK PRODUCT OF SERVICE PROVIDER ARE SOLD “AS IS.”  EXCEPT AS EXPRESSLY CONTAINED HEREIN, BOTH PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR USE OR PURPOSE. EXCEPT IN INSTANCES OF A PARTY’S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, IN ALL CIRCUMSTANCES THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER FOR DAMAGES FOR ANY AND ALL CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE NET FEE OR OTHER COMPENSATION PAID BY CLIENT TO SERVICE PROVIDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING IN ANY MANNER FROM THIS AGREEMENT AND THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS HEREUNDER WHETHER BASED IN CONTRACT, TORT OR LEGAL THEORY. ADDITIONALLY THE SERVICE PROVIDER WILL NOT BE HELD LIABLE FOR FINES OR FEES ARISING OUT OF OR RELATED TO ADA COMPLIANCE, UNLESS SUCH COMPLIANCE IS SPECIFICALLY DESCRIBED IN THE SCOPE OF WORK.

2. Dispute Resolution

In the event of a dispute, the affected party (either a Client or an Editor) is encouraged to first seek resolution through direct communication with the other party. Often, open dialogue can lead to a mutual understanding and an amicable solution.  If the dispute cannot be resolved through direct communication, the aggrieved party shall notify the Service Provider, providing a detailed account of the dispute. This notification shall include all relevant communication and documentation related to the issue.  Upon receipt of a dispute notification, Service Provider will review the submitted materials and may seek additional information from both parties. Our objective is to understand the nature of the dispute thoroughly and to mediate a fair resolution. We strive to respond to all dispute notifications within a reasonable timeframe, aiming to achieve resolution as swiftly as possible.  After reviewing the dispute, Service Provider will propose a resolution. This decision will be communicated to both parties and, while we encourage acceptance of our proposed solution, we understand that it may not always satisfy all parties involved.

For disputes not resolved subject to the above paragraph, the parties remedy for a breach of this Agreement shall first be referred to mediation before the American Arbitration Association (“AAA”) then, if the parties do not mutually agree to a resolution, any further dispute shall be resolved through the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and County of Kings, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Further, each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) such party has considered the implications of this waiver; (c) such party makes this waiver voluntarily; and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 3.1.

3.2 Attorneys’ Fees and Costs

If any action at law or in equity is brought to enforce or interpret the provisions of the Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees.  If Service Provider must incur any expenses, including attorneys’ fees, in an effort to collect money on invoice over ninety (90) days past due, Client agrees to pay all such fees incurred by Service Provider.

3.3 Assignment

Client will not assign this Agreement or any rights under this Agreement without the prior written consent of Service Provider, which consent will not be unreasonably denied or withheld. Client acknowledges that Service Provider often works with subcontractors to perform the Services, and Client hereby consents to such arrangements as Service Provider deems reasonably appropriate to perform the Services.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors or assignees.  

3.4 Entire Agreement

This Agreement, including each Project Confirmation attached hereto, sets forth the entire agreement and understanding of the parties hereto and supersedes and merges any and all prior proposals, negotiations, representations, agreements, arrangements or understandings, both oral and written, relating to the subject matter hereof. The agreement of Client and Service Provider to these terms is shown by the signatures of each party’s duly authorized representative here.

3.5 Non-Disparagement; Non-Solicitation

Both parties agree that they will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement that is likely to have the effect of undermining or disparaging the reputation of the other, or its good will, products or business opportunities, or that is likely to have the effect of undermining or disparaging the reputation of any officer, director, agent, representative or employee, past or present, of the other.

Service Provider acknowledges the possibility that Client may wish to hire an employee or editor of Service Provider recommended or assigned to Client’s engagement. Client also acknowledges that recruiting Service Provider’s employees and/or editors is costly and time-consuming.  In light of this, Client agrees not to hire any of Service Provider’s employees and/or editors during the term, and for one year thereafter.

3.6 Choice of Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

3.7 Relationship of the Parties

Service Provider’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or will be construed to, create a partnership, joint venture, employment or similar relationship.

3.8  Amendment and Modification; Waiver  

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

3.9  Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.9).

3.10 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

3.11 Execution in Counterparts 

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together be deemed to be one and the same agreement.

3.12 Survivability

Notwithstanding anything prior to the contrary, Sections 1.3, 1.6, 1.7 1.8, 2.3, 2.4 and Sections 3.1 through 3.11 herein shall survive the expiration or earlier termination of this Agreement.