This Services Agreement ("Agreement") is made between Fractional CMO LLC (the "Company") and the undersigned client (the "Client"). Each may be referred to individually as a "Party" and collectively as the "Parties."
1. Services Provided
The Client agrees to engage the Company to provide Fractional Chief Marketing Officer (CMO) services, which include, but are not limited to, strategic planning, KPI tracking, and marketing audits. Enhanced APEX Audit service. This service includes:
- Timeline: The audit will be delivered approximately 4-6 weeks after all necessary assets and logins have been provided.
- Deliverables:
- A comprehensive, 200+ page audit of shared marketing assets.
- Advanced tracking implementation and an interactive dashboard.
- A 4-6 hour "read out" session to review findings and actionable insights.
- This session will be split into a strategic overview and a tactical deep-dive.
- A detailed, actionable 12-month marketing strategy with quarterly objectives, key performance indicators (KPIs), and a timeline for key initiatives.
- An implementation roadmap and change management plan.
Further specifics of the services are included in Schedule 1.
2. Term of Agreement
The term of this Agreement ("Term") begins on the date of signing and will remain in effect for the duration of the agreed-upon one-time service. This Agreement does not automatically renew, and no ongoing commitment beyond the initial service period is required unless otherwise agreed upon in writing by both Parties.
3. Compensation
The Client agrees to compensate the Company as follows, specific dollar amounts will be detailed on Schedule 1:
- Total Investment: $36,000. This covers the Enhanced APEX Audit and the comprehensive onboarding process.
- Initial Payment: The first payment of $18,000 is due upon signing the contract.
- Balance: The remaining balance of $18,000 is due 30 days later.
4. 3-Day Cooling-Off Period
Right to Cancel: The Client has the right to cancel this Agreement without penalty within three (3) business days of signing, or within the minimum period required by their state law, whichever is longer. To exercise this right, the Client must provide written notice of cancellation to Fractional CMO within the specified cooling-off period. After the cooling-off period expires, all payments made under this Agreement become non-refundable. In the event that applicable state law provides for a longer cooling-off period or additional cancellation rights, such provisions shall supersede this clause to the extent required by law.
5. Confidentiality and Non-Disclosure
Each Party agrees that all confidential information, trade secrets, and proprietary data disclosed by the other Party shall remain confidential and shall not be used for purposes other than fulfilling obligations under this Agreement. Confidentiality obligations shall survive the termination of this Agreement indefinitely.
6. Intellectual Property
All intellectual property created by the Company before or during the course of this Agreement, including but not limited to marketing plans, strategies, and frameworks, will remain the property of the Company.
- Ownership: All intellectual property created by the Company during the course of this Agreement, including but not limited to marketing plans, strategies, and frameworks, shall remain the exclusive property of the Company.
- Client Usage Rights: a) During the Term: The Client may use any marketing plans created during the Term without restrictions. b) Post-Termination: Upon termination of this Agreement, the Client's right to use Fractional CMO resources or content in their marketing materials ceases, except for specific marketing plans created during the Term.
- Company Rights: a) The Company reserves the right to re-use any strategies or ideas for other clients. b) No singular idea shared with the Client shall be considered their exclusive property.
- Confidentiality: While the Company may reuse general strategies and ideas, it will not disclose Client-specific confidential information to other parties.
7. Analytics & Attributions Software
The Company will cover the cost of all tracking software used by the Company during the Term of this Agreement. Upon termination or expiration of the Agreement, the Client’s access to the software will be discontinued. The Client may retain use of the tracking software by paying a $3,000 transfer fee for setting up a new account and all necessary integrations.
8. Return of Property
Upon termination, both Parties agree to return any proprietary materials, documentation, or confidential information. The Company will provide additional assistance in transitioning tools or software at the rates outlined in Section 7 and Schedule 1
9. Non-Solicitation
The Client agrees that for a period of 24 months following the termination of this Agreement, they will not solicit or hire any employees, contractors, or consultants of the Company without prior written consent. This applies to both the Client and the Company. A breach of this clause will result in liquidated damages of no less than $10,000.
10. Force Majeure
In the event of force majeure, the affected Party must notify the other Party. Current payments due will be collected, but future payments will be paused until the force majeure event is over.
11. Limitation of Liability
The Company’s total liability shall not exceed the total compensation received from the Client over the preceding 12 months. Neither Party will be liable for indirect, consequential, punitive, or incidental damages.
12. Dispute Resolution and Arbitration
Disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) in Dallas, Texas. Each Party will bear its own costs, and the costs of arbitration will be split equally.
13. Governing Law and Jurisdiction
This Agreement will be governed by the laws of the State of Texas and the county of Dallas.
14. Indemnification
Each Party agrees to indemnify and hold the other harmless from any claims arising from their breach of this Agreement.
15. Chargeback Protection
The Client agrees not to initiate chargebacks without first attempting to resolve the issue with the Company. A chargeback without such communication will be treated as a material breach, and the Client will be liable for all associated costs, including legal fees.
16. Assignment
Neither Party may assign their rights under this Agreement without prior written consent.
17. Amendments
This Agreement may only be amended in writing, signed by both Parties.
18. Severability
If any provision is found invalid, the remaining provisions will continue in full force and effect.
19. Waiver
Failure to enforce any provision will not constitute a waiver of that provision.
20. Entire Agreement
This Agreement, including its Schedules, represents the entire understanding between the Parties.
21. Scope of Work
Schedule 1 outlines the detailed description of services, deliverables, and timelines.
22. Performance Metrics
The Agency aims to help the Client improve their marketing performance and increase the number of qualified leads, quality of their leads, and other marketing strategies based on the APEX Audit™, and the strategic plans provided. The results will depend on the Client's active participation, adherence to the recommendations, and overall implementation of the marketing strategies.
- Client Responsibility: The Client must actively participate in all required calls, including the monthly strategic calls and a minimum of two weekly tactical calls per month, to benefit fully from the services.
- No Guarantees: While the Agency will provide expert advice, strategic plans, and ongoing support, no financial returns or specific results are guaranteed. The success of the program is highly dependent on the Client’s involvement and implementation of the strategies provided.
- Client Participation: The Client acknowledges that the success of the services provided is contingent on their participation and the effort they put into following the Company’s guidance
23. Termination
Either Party may terminate with or without cause, with written notice and a 30-day cure period. Upon termination, the Client must pay for all services rendered up to the termination date.
24. Reporting Requirements
The Company will provide monthly reports on campaign performance, KPI tracking, and audit results, delivered by the 7th of each month.
25. Data Protection and Privacy
Both Parties will comply with applicable data protection laws, including GDPR and CCPA.
26. Subcontracting
The Company may subcontract portions of the services, provided subcontractors adhere to the same confidentiality, non-disclosure, and intellectual property obligations as set forth in this agreement.
27. Insurance
The Company will maintain professional liability insurance and provide proof upon request.
28. Escalation Procedures
In case of a dispute, Parties will follow an escalation process, with senior management reviewing unresolved issues within 10 business days before arbitration.
29. Exit Strategy
The Client must provide a minimum of thirty (30) days' written notice to the Company before terminating the agreement. This notice period begins on the day the Company receives the written termination notice.
If the termination notice is received after the monthly renewal date, the Client will be billed for the following full month of service, regardless of the actual termination date.
Upon receiving a termination notice, the Company will initiate a 30-day transition period, which will run concurrently with the notice period. During this transition period:
a) The Company will provide knowledge transfer and relevant documentation to the Client.
b) The Client will continue to have access to all scheduled calls and support services as per the normal agreement.
The final invoice will be issued at the end of the last billing cycle, which may extend beyond the termination date if notice is given after a renewal date.
Upon completion of the transition period and settlement of all outstanding invoices, the Company will ensure all Client data is returned or destroyed as per the Client's instruction, and all access to Company systems will be terminated.