Master Services Agreement

INTRODUCTION

This Master Services Agreement (“MSA” or “Agreement”) delineates the terms, expectations, and obligations governing the relationship between Digital Bombers (“Service Provider” or “Agency”) and any company (“Client”) engaging their services collectively referred to as the “Parties.” It clearly outlines the expectations, responsibilities, communication protocols, and dispute resolution procedures necessary to establish a successful business transformation partnership.

 

All engagements with Digital Bombers are governed by the terms outlined in this MSA and the project-specific criteria detailed in the corresponding project quote and/or agreement.

ENGAGEMENT STRUCTURE

Digital Bombers operates on a fixed-capacity engagement model, where time is our primary deliverable. This approach offers significant flexibility, allowing clients to redirect and prioritize services based on their evolving needs.

 

Maintaining a set price and a dedicated team allows us to adjust tasks without the hassle of formal change requests for minor adjustments to the scope of work. We collaborate closely to discuss future priorities and assess the necessary effort, enabling us to swap scheduled activities for other services as required.

 

This model streamlines the process and ensures that clients receive tailored support, maximizing the value of our services while adapting to their changing demands.

 

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

The Client and Digital Bombers may, from time to time, and at their sole discretion, disclose to the other certain Confidential Information for the sole purpose of this MSA. Digital Bombers and the Client mutually agree to hold such Confidential Information in strict confidence, and such Confidential Information shall not be disclosed to anyone other than in connection with Digital Bomber’s work for the Client under this MSA.

 

Confidential Information includes but is not limited to, trade secrets as defined by the common law and statute in the United States, patent applications, processes, policies, procedures, techniques including marketing techniques, designs, drawings, know-how, show-how, technical information, business models or plans, branding strategies, vendors, specifications, market research, customer information, customer lists, customer contact information, keywords, ad creative, and account structuring.

 

For this MSA, the following will not constitute Confidential Information:

 

• Information which is or subsequently becomes generally available to the public through no act of Digital Bombers or the Client; and
• Information that is lawfully obtained by operation of law or by order of a court of competent jurisdiction.

In the event of an unintentional disclosure of Confidential Information, the party that inadvertently disclosed the information must promptly notify the other party in writing. Upon such notification, both parties will collaborate to mitigate potential damage and take appropriate steps to limit further disclosure.

 

Additionally, in the case of a data breach involving Confidential Information, the affected party must immediately inform the other party and provide all relevant details. Both parties will then work together to investigate the breach, assess the impact, and implement corrective measures to prevent future incidents. These procedures enhance security and foster trust between Digital Bombers and the Client.

 

ASSUMPTIONS AND GENERAL PROCESSES

This MSA and all proposals, estimates, and quotes provided by Digital Bombers are based on key assumptions. General assumptions are listed below, and project-specific assumptions are documented separately. 

 

• Any unexpected changes that cannot be managed within the project’s original capacity will be handled through the Project Change Control procedure. This might result in modifications to the Project Scope, Estimated Schedule, Costs, and other applicable terms as needed.
• Digital Bombers utilizes Slack internally for day-to-day communication. Digital Bombers will create a client channel for some communication needs if desired. Paid Slack accounts can be provided at an additional cost.
• Zoom will be used for meetings and collaboration sessions.
• The Client will appoint one primary point of contact to collect and consolidate all feedback before delivering it to Digital Bombers.
• Digital Bombers accepts credit/debit card and ACH payments.
• We strive to respond to all work requests within 24 hours and address most requests within 72 hours.

DELIVERABLE ACCEPTANCE

Creative assets and digital collateral provided by Digital Bombers will be accepted:

 

• Within three (3) business days of receipt, the Client’s Point of Contact will either accept the deliverable or specify to Digital Bombers in reasonable detail why it does not comply with the documented acceptance criteria.
• The revisions the Client recommends and agreed to by Digital Bombers will be made and resubmitted for Client approval.

Should the Client require more than five (5) business days, Digital Bombers reserves the right to adjust the delivery schedule and the team’s time to resume work. These adjustments are rare but necessary to prevent delays elsewhere in the business.

 

PROJECT PROCEDURES

 

PROJECT CHANGE CONTROL PROCEDURE

 

A Project Change Request (PCR) outlines a proposed change and its implications for the Services. Both parties will review the PCR and provide a written agreement to implement the change, recommend further investigation, or reject it. Digital Bombers will specify any associated charges for this research.

 

ESCALATION PROCEDURE

 

The Client and Digital Bombers will convene to address any issues concerning the Services:

 

• Should an issue remain unresolved after two (2) business days, the Client’s executive sponsor will collaborate with the Agency’s account leadership to find a resolution.
• Once an issue is resolved, the outcome will be documented through the Project Change Control procedure.
• Digital Bombers will continue to deliver services related to non-disputed items to the extent feasible during the resolution process.

 

OWNERSHIP OF INTELLECTUAL PROPERTY

Upon full payment, all marketing assets created by Digital Bombers will become 100% the intellectual property of the Client. This includes but is not limited to, websites (whether entire sites or specific features), paid advertising campaigns, creative materials for those campaigns, email marketing templates, automated workflows, and copy produced for social media, blogs, or email marketing messages.

 

Clients will have exclusive rights over these marketing assets, ensuring full ownership. Upon the completion of the engagement, any ongoing service fees or registration renewals will be transferred to the Client.

 

However, please note that platforms, tools, agency licenses, proprietary processes, and other systems utilized by Digital Bombers to create marketing assets or manage projects will not be transferred, shared, or have access extended beyond the end of the agreement. This includes, but is not limited to, agency licenses, access to SEO platforms and reports, and any services, products, or features provided to the Client at no charge.

 

ENGAGEMENT COMPLETION CRITERIA

Digital Bombers will have met its obligations when the first of the following occurs in each engagement:

 

• The Fixed Capacity team has utilized their allocated time;
• This agreement is terminated under the provisions of this MSA, as defined further in this document.

 

CHARGES & BILLING SCHEDULE

 

PAYMENT STRUCTURE

Digital Bombers and the Client will define a billing schedule for the agreement and establish an automated monthly payment with ACH or a credit card. This excludes direct costs, travel and lodging, other reasonable expenses incurred with the Services, and applicable taxes.

 

Digital Bombers utilizes agency licenses for various website extensions and marketing platforms at a reduced rate for active clients. These fees are integrated into the monthly hosting subscriptions, avoiding the burden of large annual payments.

 

However, this offer is exclusive to active clients. If contracts are not renewed, the client must acquire new licenses independently and provide them to Digital Bombers for installation before migrating the website to another host.

 

Digital Bombers will provide a list of these items, links to purchase single-site licenses, and implications if a replacement license is not provided.

 

Examples include, but are not limited to:

 

• WordPress plug-ins such as Elementor Pro, RankMath Pro, Gravity Forms, etc.
• Platforms for social media post scheduling/publishing, SEO platforms, etc.

BILLING FREQUENCY & DUE DATES

The billing schedule for each engagement will be defined in project quotes.

 

Digital Bombers will create one subscription record when recurring line items share the same payment frequency and term length. For example, if a Client purchases two monthly subscriptions with a one-year term length, Digital Bombers will group both recurring line items in the same subscription record.

 

The Client will be charged every billing cycle per the terms set on the quote and notified each time they are charged.

 

LATE PAYMENT

 

If payment is not made within 30 days of the due date, Digital Bombers will suspend services until all outstanding invoices and late fees are paid. Overdue invoices will accrue a late payment fee of 5% of the total invoice amount every 30 days.

 

Failure to settle overdue payments may lead to potential scenarios impacting project timelines and deliverables. For instance, without timely payment, the progress of ongoing projects may be halted, resulting in delays that could affect critical milestones and deadlines. Additionally, the Client may experience a lapse in services once payment is made, as resources may be reallocated to accounts in good standing.

 

If a payment is overdue by more than sixty (60) days, Digital Bombers reserves the right to withhold any marketing materials, including but not limited to websites, paid advertising campaigns, and access to systems, platforms, and tools, until the Client’s account is settled with no outstanding balance. This action may impede the Client’s ability to utilize their marketing assets effectively, ultimately affecting their business operations and success.

 

 

TERMINATION

Either party may terminate the agreement under the following conditions:

 

• Breach of Agreement: If either Party materially breaches any provision of this MSA and does not remedy the breach within 30 days of receiving written notice from the non-breaching party.
• Force Majeure: If circumstances beyond the control of either Party, including acts of nature, war, strikes, or government regulations, prevent the performance of this MSA and project agreement for a continuous period of 30 days.
• Unresolved Relationship Challenges: Either party may terminate the agreement by providing the other with at least sixty (60) days’ written notice. Unless a different arrangement is made in writing, the established billing schedule will remain unchanged during this period. This sixty-day notice allows Digital Bombers sufficient time to prepare marketing assets for transfer while also allowing the Client to secure any necessary licenses, subscriptions, or other items provided by Digital Bombers. The client agrees to pay any unpaid and overdue invoices documented in the project billing schedule and any related late fees from the beginning of the engagement through the sixty-day early termination timeframe. All open balances must be paid before Digital Bombers transfers any asset or material created or managed in an agreement.

GOVERNING LAW & JURISDICTION

This Master Service Agreement (MSA) and subsequent project agreements shall be governed by and interpreted under the laws of Kentucky. Any legal proceedings, disputes, or claims arising from or related to this MSA will fall under the exclusive jurisdiction of the state and federal courts in Kentucky. Both parties agree to these courts’ jurisdiction and venue for resolving such disputes.