Master Services Agreement
Welcome to Your New Beginning with GoBigToGiveBig!
The Basics: Here's the deal - GoBigtoGiveBig Canada Ltd. (but hey, just call us "GiveBig") is super excited to team up with you. We're about to start something awesome together, and this Master Service Agreement (or "Agreement" for short) is where it all begins. It's like our playbook, outlining how we'll work together, what you can expect from us, and what we'll need from you.
Each project we take on together will have its own game plan, known as a Statement of Work (SOW). These SOWs are the heart of our partnership, detailing the nitty-gritty of what we'll do, how we'll do it, and when you can see the magic happen. This Agreement ties all those SOWs together under one roof, starting from the "Effective Date" mentioned in our first project plan.
Now, you might come across some terms in this document that are in ALL CAPS. These aren't just for show; they have specific meanings, which we've laid out in the 'Definitions' section. If we use any big words that we haven't defined here, don't worry, we'll make sure they're crystal clear in the SOWs.
So, here we are, about to start this journey together. By moving forward, GoBig and you, our esteemed Client, are agreeing to everything written down here. It's our mutual promise to not only get the job done but to exceed expectations while we're at it.
What We'll Do For You
Here's the scoop on what working with us, GoBig, means for you:
The Core of Our Work: Based on what we agree in our project plans (those Statements of Work, or SOWs, we mentioned), we're all in to provide you with the services ("Services") and the final products ("Deliverables") we've promised. These are the meat and potatoes of our partnership, tailored to what you need.
Flexing as We Go: We get it, things change. Maybe you'll want something a bit different as we move along, or we find a better way to deliver what you need. We're all for it! Any changes or additions will just need a thumbs up from both of us, documented in what we call a "Change Order." It's our way of keeping things flexible yet organized.
Bringing in the A-Team: Sometimes, we might need to bring in some extra firepower in the form of third parties (our "Subcontractors") to nail certain parts of the project. Could be for their ninja skills in coding, design wizardry, or whatever else we need to get the job done right. But here's our promise: we're still the ones you're dealing with directly, and we'll make sure these Subcontractors are up to snuff, adhering to the same high standards we've agreed on with you.
So, in a nutshell, we're here to deliver top-notch work that meets your needs, willing to adapt along the way, and committed to ensuring everyone on our team (and any we bring on board) is looking out for you just as much as we are.
Let's Talk Money
Paying for the Magic: Fees
So, you're probably wondering how the whole payment thing works with us. Here's the lowdown:
The Price Tag: Each project we tackle together (outlined in those Statements of Work, or SOWs) comes with its own set of fees and expenses. We've detailed everything there, so there are no surprises.
Taxes, Oh My: Just a heads up, the fees we've agreed on don't include taxes or any other official charges that might apply. We'll add those to your invoice so everything's on the up and up.
When to Pay: We're all about keeping things smooth and straightforward. Once you receive an invoice from us, you've got five days to take care of it, unless you spot something that doesn't look right. If that happens, just let us know ASAP. We're here to make sure you're cool with every charge.
No Take-Backs: Once you've paid for the services and goodies we've delivered, that's it—no refunds. We put our heart and soul into our work, and we're all about commitment.
What If Things Get Rocky: Failure of Payment
Late Fees: Nobody likes this part, but if a payment is late, we have to add interest to the overdue amount at a rate of eighteen percent (18%) per year. It's not our favorite thing, but we've got to keep things fair.
The "Oh No" Scenario: If things get really behind (we're talking 15 days late), we might have to press pause on our work or, in the worst-case scenario, say goodbye to our agreement. But let's not go there, okay? We're here to work things out and keep moving forward together.
Keeping Your Data Safe
What You Get: Assignment of Deliverables
The Handover: Once we've wrapped up a project and you've settled the bill, all the creative output we've produced for you (that's the "Deliverables") officially becomes yours. We're talking about all the rights, titles, and interests, including those nifty Intellectual Property Rights.
But Wait, There's a Catch: Just so we're clear, anything we created before we met you or stuff that didn't specifically make it into our work for you (our "Pre-Existing Materials") stays with us. Fair's fair, right?
What We Use: Use of Client Materials
Your Toolbox: In order for us to do our best work, you're giving us the okay to use any materials you provide (let's call them "Client Materials") while we're working together. Think of it as lending us the tools we need to build something great for you. And yes, this includes letting our trusted Subcontractors use them too.
The Fine Print: This permission you're giving us is just for the duration of our projects together, and it's only for the stuff we've agreed on.
The Shared Stuff: Generic Materials
Playing It Smart: There are going to be some bits and pieces in our deliverables that are pretty generic—things that could be useful in lots of different projects (these are the "Generic Materials"). You're cool with us using these bits elsewhere, as long as they don't include any of your secret sauce or confidential info.
Forever and Ever: This permission you're giving us doesn't have an expiration date. It's a forever thing, but don't worry, it's all above board and only for the generic stuff.
The No-Go Zone: Excluded Materials
Keeping What's Ours: Anything that's not explicitly handed over to you or licensed for our use stays with its original owner. That means we keep our Pre-Existing Materials, and anything we haven't specifically talked about using or giving to you remains ours.
The Bottom Line: We promise not to mix up your secret ingredients with ours. Anything we brought to the table before we started working together, or stuff that's ours alone, stays with us—unless it's got your stuff mixed in, then it's off-limits for our other adventures.
Keeping Secrets: Confidentiality
The Promise to Keep Quiet
Top Secret Stuff: Here's the thing—when we share secrets (a.k.a. "Confidential Information"), it's because we trust each other. This stuff is gold, and letting it slip could really do some damage. So, if you're on the receiving end of these secrets, you're agreeing to:
Zip It: Keep all the confidential details under wraps, using them only for what we've agreed upon in this partnership.
No Leaks: Don't go sharing or showing off this info to anyone else unless you've got the green light from the one who shared it with you.
Lock and Key: Put in a solid effort to keep this information safe, just like you would with your own precious secrets.
Need-to-Know Basis: Only spill the beans to your team members who really need to know, and even then, make sure they're committed to keeping things hush-hush too.
When the Law Steps In: If, for some reason, you're legally required to disclose the secret sauce, you've got to:
Give a Heads Up: Let the other party know ASAP and in writing.
Minimize the Spill: Work together to share as little as needed to satisfy legal requirements.
The Return or Shred Directive
Hand It Back or Destroy: If we part ways or if asked, you'll either give back or completely destroy any confidential info you have. And if we ask for proof, you'll sign a declaration stating you've done just that within five days.
Breaking the Seal: What Happens
Ouch, That Hurts: If someone breaks their promise and spills the secrets, it's not just about the money—it could really hurt the other party. So, the one who kept their lips sealed might go to court to stop the leaks and make things right, without having to prove just how much it stung.
The Fine Print: What We Can and Can't Promise
Keeping It Real
Just the Facts: We're all about honesty here at GoBig. So, here's the deal: apart from the specific promises we've made to you in this agreement, we're not in a position to make any other guarantees about the services and stuff we deliver. Everything we provide is "as-is," which means we're giving it to you with the understanding that we're doing our best, but we can't foresee every possible hiccup.
The Nitty-Gritty: This means we can't promise that every single thing will be perfect 100% of the time—there might be the odd bug or glitch. What we do promise is that we're committed to what's written down here, especially when it comes to the quality and performance of what we're delivering to you.
Third-Party Stuff
Not Ours, Not Our Problem (Kinda): We often use tools, gadgets, or services from other companies or open-source projects to get the job done. While we choose these third-party goodies carefully, we can't take the fall for any issues they might cause. However, we promise we won't use anything you haven't okayed either by writing or as part of our agreed project plan.
Legalese
By the Book: All this legal talk? It's here to make sure we're all playing by the rules. This disclaimer bit is as official as it gets, following the law to the letter.
Our Promises to Each Other
What We Both Guarantee
So, here we are, shaking hands (virtually or otherwise) and making some solid promises to each other:
Legit Business: We both confirm that we're legally set up and in good standing in our respective corners of the world. No shady business here.
All Clear to Go: We've got the green light and all the powers needed to dive into this agreement and see it through. No strings attached.
Seal the Deal: When we say yes to this agreement, it's as good as gold—binding and legit in every way that counts.
Stay in Your Lane: Anything we bring to the table for each other won't step on anyone else's intellectual property toes. We're all about playing fair and square.
Extra Promises from GoBig
And here's what GoBig is putting on the table, just for you:
By the Book: Everything we do for you will be on the up-and-up, sticking to the rules and regulations that apply.
Top-Notch Service: We're committed to delivering our work for you in a way that's nothing short of professional.
No Copycat Business: The work we do for you will be original, not infringing on anyone else's intellectual rights.
Tailor-Made: Everything we deliver will match up with what we agreed on in the Statement of Work. We're talking about a custom fit, made just for you.
How Long This Thing Lasts & How It Can End
Here's the Deal
The Starting Line: This whole agreement kicks off on what we're calling the "Effective Date" and will stick around for a year. Think of it as our anniversary!
The Sequel: Unless one of us decides it's time to part ways and gives the other a heads-up 30 days before our year is up, we'll automatically renew this agreement for another year. It's like a series where each season is a new chance for us to do great things together.
Breaking Up Is Hard to Do
Calling It Quits for Any Reason: Either of us can end this agreement at any time, for any reason, or for no reason at all, really. Just a quick note to the other party is all it takes, especially if we don't have any ongoing projects (Statements of Work).
Ending Things for a Big Reason: Sometimes, things just don't work out. If one of us seriously drops the ball and doesn't pick it up within 30 days after being called out, the other can end this agreement right away. This is also true if one of us runs into big legal or financial trouble, like bankruptcy or insolvency.
After the Breakup
Tying Up Loose Ends: If we do decide to end things:
Any projects we're working on together will stop.
We'll settle any final fees and expenses.
Certain parts of this agreement will still apply, like keeping secrets (the confidentiality bit) and anything else that, by its nature, should stick around even after we say goodbye.
Playing Fair: No Poaching Allowed
Here's the Deal
While we're working together and for a year after our partnership ends, there are a few ground rules about how we interact with each other's teams. It's all about maintaining trust and respect, so here's what's not on the table:
Don't Lure Away the Talent: Trying to convince our contractors to ditch us or cut back on their work with us? That's a no-go. The same goes for encouraging our employees to leave or helping someone else do the same.
Hands Off Hiring: Thinking about hiring any of our staff during this time? We'll have to ask you to hold off on that. This includes not just direct attempts, but also helping or encouraging someone else to make the hire.
Why It Matters: It's simple: our people are a big part of what makes us great, and we want to keep our team stable and focused on delivering awesome work. This clause helps ensure that both of us can continue to grow and succeed, without stepping on each other's toes.
The "Got Your Back" Clause: Indemnity
What this Means?
In Simple Terms: If either one of us (let's call that party the "Indemnitor") messes up or doesn't keep a promise under this agreement, and someone outside our little duo decides to make a fuss about it (think legal claims or demands), the Indemnitor will step up to handle the situation. This means covering any costs, damages, or headaches that come up because of the mistake or broken promise.
Who's Covered: We're not just talking about protecting each other; this shield extends to our teams, including officers, directors, contractors, and employees (all of these folks are our "Indemnitees"). If they get dragged into a dispute because of what one of us did or didn't do, the responsible party will take care of it.
Sticking Around: Even if our agreement comes to an end, this promise to protect each other sticks around for another year.
Why It's Important: This part of the agreement is like a safety net. It's all about making sure that if problems arise from our work together, the party responsible for the issue will take care of it, keeping both sides safe from financial harm or legal troubles.