Terms & Conditions

Wendt Partners Standard Terms & Conditions

Wendt Communication Partners LLC

Master Services Agreement (a.k.a. Terms & Conditions)

By signing a services agreement (“Statement of Work”, “Scope of Work”, “SOW”, “Quote”, “Contract” “Order”, “Engagement”, “Project" or “Purchase”) with Wendt Communication Partners, LLC, a Pennsylvania Limited Liability Company (“Wendt Partners”, “Wendt”, “Consultant”), you acknowledge and agree to the following statement of terms and conditions, collectively known as the “Master Services Agreement”, “Agreement”, “Terms & Conditions” or “MSA”, in its entirety, between your company or organization (“Client”) and Wendt Communication Partners, LLC ("Consultant"), on the date such agreement is signed (“Effective Date”) and for all subsequent activities or agreements between Consultant and Client. Each of Consultant and Client may be referred to herein as a “Party” and collectively as the “Parties.” 

WHEREAS, Consultant has the capability and capacity to provide certain business, technical and professional services; and

WHEREAS, Client desires to retain Consultant to provide said services, and Consultant is willing to perform such services under the terms and conditions hereinafter set forth; 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services. 
   1. Generally. Consultant shall provide to the Client the services (and together with any deliverables in connection therewith, collectively, the “Services”) set out in one or more statements of work, scopes of work, and/or proposals or quotes, to be issued by Consultant and signed by Client (each referred to herein as a “Statement of Work”). Each Statement of Work is enforceable according to its own terms and conditions, and in the event of a direct conflict between the language of this Agreement and any Statement of Work, the language of the Statement of Work shall control, but only with respect to that particular Statement of Work and the specific item or items in question. Modifications, adjustments, changes or alterations to signed Statements of Work shall be deemed valid and binding only if signed by the Consultant and the Client. Consultant may from time to time in its discretion engage third parties to perform the Services without the approval or consent of Client. Consultant shall have no obligation to provide dedicated Consultant personnel with respect to performance of any of the Services.
   2. Scope. Consultant shall be obligated to provide only those Services, expressly listed as such in a Statement of Work. There shall be no implied Services. Consultant shall be obligated to perform additional Services only if the Parties execute a Change Order or Change Authorization (as defined below) or if the Parties execute a document amending, modifying or supplementing a Statement of Work, as set forth in this Agreement. In both cases, such change authorizations shall be deemed valid and binding only if signed by the Consultant and the Client, specifically where Consultant’s signature is affixed only by Consultant’s authorized personnel as noted below.. Without limiting the foregoing, the Services shall not include maintenance services unless expressly agreed to in writing by Consultant.
   3. Third-Party Software or Services. Client understands and agrees to (a) obtain, at Client’s sole cost and expense, all third party software, licenses, and other third party materials as set forth in the applicable Statement of Work, and (b) to engage, at Client’s sole cost and expense, all necessary third party software and/or service providers as set forth in the applicable Statement of Work, each as determined in Consultant’s sole discretion (collectively, the “Third Party Software or Services”). 
      1. Consultant’s Role in Software Selection & Specification. Consultant may elect or be requested to assist Client with retaining and coordinating Third Party Software or Services, and in such event Consultant elects to do so, Consultant will bill the Client for, and Client agrees to pay, the costs and fees of such Third Party Software or Services. Consultant shall have no liability with respect to or obligation to ensure the compatibility or integration of the Services with any Third Party Software or Services or with any other software programs or applications used by Client, or for ensuring that selected or recommended software or services meet or exceed client’s business or technical requirements. Full and complete responsibility and liability for the selection of software products, features, editions and configurations rests solely with Client.
      2. Third Party Software Fitness for Purpose. Client should be specifically aware that enterprise software applications are designed and developed for specific business processes, i.e. inventory management software for inventory management; customer relationship management for customer communicaitons; accounting software for accounts payable and accounts receivable; and so forth. In many use cases, various applications will often need to provide some overlapping capabilities between use case components. Client accepts that applications can be often be configured or customized to execute or support processes outside the boundaries of their core use case objectives, but even when such activities are technically feasible, they may not operate in the manner, format, speed or user experience model intended. Consultant will endeavor, at all points, to encourage client to select and implement each software application within the boundaries of its core capabilities, and will notify client when client requirements or priorities may push the edge of such capabilities. Nonetheless, Client accepts full and complete responsibility and liability for the ultimate decision(s) associated with software selection, configuration, integration and orchestration into a comprehensive business solution.
   4. Engagement Initiation and Initial Payment. When Client signs their first agreement with Consultant, Client understands and accepts that the initial payment (“deposit”, “payment #1”, “first payment”, “deposit payment”) must be received and deposited by Consultant prior to the initiation of billable resources being assigned or billable work being performed. During the interim period between the receipt of contract signature and the Kickoff Call (which initiates billable time and activities), Client will receive and must promptly pay the invoice for this initial payment. A non-billable Priorities Call led by Consultant’s Client Success department may be held prior to receipt of the initial payment, but no billable meetings or activities will be authorized until such payment is received and successfuly deposited. For future agreements between Consultant and Client, Consultant may, at its sole discretion and assuming a history of reliable on-time payments from Client for past engagements, opt to waive this requirement but should initial payment be delayed, Consultant has the right to execute a Stop Work Order should initial payment not be received promptly and in a timely manner. Client delays in securing and delivering initial payment will of course delay initiation of the engagement itself, and Client understands and accepts that such delays and their impacts are solely the responsibility of the Client. Consultant bears no responsibility or liability for for work delays relating toe payment delays at any time, including delays in receipt of initial payment. 
   5. Contract Time and Timeframe. It is essential that Clients understand they are purchasing a certain amount of time and resources to be delivered by Consultant’s personnel during a specific calendar timeframe. Consultant must re-assign personnel assigned to Client’s engagement upon engagement completion, and therefore adherence to timeframes is essential to project success and delivery. Consultant is not obligated to provide personnel or resources for contract delivery outside of stated timeframes unless otherwise noted below. Client accepts that adherence to to timeframes is as essential as adherence to time consummed for a given engagement, and that failure to maintain adherence to either of these could result in forfeiture of some or all contracted services. 
   6. Maximum Engagement Timeframe. The projected Services schedule, time allotment for each portion of the Services, and all other milestone completion benchmarking, and other timelines as may be outlined in a Statement of Work are estimates only. Consultant will use commercially reasonable efforts to perform against the Statement of Work, provided, that in no event shall any engagement hereunder exceed a duration of more than two weeks past the Target End Date or Target Go-Live Date or Engagement End Date (the “Maximum Engagement Timeframe”) for any reason unless otherwise expressly enumerated in the Statement of Work. Consultant will use commercially reasonable efforts to provide Client with periodic updates during the term of this Agreement. Client acknowledges that even if an engagement has not reached this date, Client may need to purchase additional services from Consultant if hours and resources originally contracted have been consumed prior to this date.
   7. Time Tracking and Billable Hours. Consultant and its personnel will track time spent working on a client engagement using commercially available time tracking software. Time will be tracked in increments of 15 minutes against line items in the Statement of Work. Client understands and accepts that they are purchasing Consultant’s personnel time and related resources and that time tracked includes all time associated with an engagement including meetings, meeting preparation and follow-up, work on systems and tasks, project management, internal coordination and other activities. Furthermore, when two or more billable resources from Wendt Partners attend an internal or client-facing meeting pertaining to an engagement, time tracked is per person, not per meeting. All such activities count toward time noted in each engagement line item. 
   8. Unused Hours.  If the Statement of Work provides for an estimate of hours of Services and the estimate is less than the actual number of hours of Services performed, no such “unused” hours of Services will be refunded to Client and Client will not receive a credit in connection therewith.  Where an estimate of hours is not indicated, the maximum amount of personnel hours Consultant shall be obligated to provide shall not exceed an amount equal to the dollar value of the line item set forth in the applicable Statement of Work divided by the hourly rate associated with the specific services as indicated in Consultant’s standard rate card, which is available upon written request of Client, except where noted below in 1.7, the Line Item Types and Limitations section, and only within those parameters, never exceeding them.
   9. Line Item Types, Codes and Limitations. Consultant maintains a standard format for all line items in a Statement of Work that confirm the type, nature and limitations of each line item’s delivery. The five types are as follows:
      1. “H” Code Line Items - All line items marked with an “H” code or where the words “up to ____ hours” are hours-based line items. In an hours-based line item, Consultant is stating that a certain number of billable hours will be set aside for the delivery of the work noted in that line item. Consultant is not guaranteeing that the noted work will take that amount of time, nor that all of the noted hours are guaranteed to the Client for use. Rather, Consultant is stating that the work must take no longer than the stated maximum (i.e. “up to”) amount of time and that if such work takes more time than that purchased, Client will be required to purchase additional time should that work remain uncompleted after the full amount of hours purchased is consumed. 
      2. “F” Code Line Items - All line items marked with an “F” code or otherwise described without reference to time are fixed-price line items. In a fixed-fee line item, Consultant will deliver the service noted and the service delivery will be completed without direct regard to a time limit. Rather, Client is purhasing a fixed-fee deliverable and Cnsultant solely reserves the right to determine when the work involved in creating noted deliverable for a fixed-fee line item is completed. If in its estimation Consultant concludes that client is requesting continued work or out-of-scope work on a fixed-price line item, Client will accept the deliverable Consultant does provide in any event as completion of the line item’s work and, if Client desires additonal work to be performed, will purchase additional services to do so. As an example, Client may purchase a fixed-fee line item for discovery work associated with an implementation, but during the discovery activity the complexity and requirements of a fuller level of discovery expand well beyond the reasonable and typical range of work required to perform discovery activities. In such cases, Consultant reserves the right to declare work successfully completed when such requested work expansion or included activities exceed the normal and customary level of work typically performed in such cases, as determined by Consultant.
      3. “E” Code Line Items - All line items marked with an “E” code or otherwise referred to as “estimate” or “estimated” are good-faith budgetary estimates only and do not constitute a guarantee of work to be performed within the time or cost noted. Client is purchasing at least the amount of time, investment and/or deliverables noted but the final, actual figure will be determined at a later date by Consultant, typically through a paid scoping process or other scoping activity to be performed under contract. Client is not entitled to a refund of such funds associated with an estimated line item included in any Statement of Work, and is committing to the work noted at or above the amount shown. Consultant will endeavor with reasonable efforts to scope or plan work to that estimated figure, although such good-faith effort does not constitute or imply a guarantee of any kind in such regard.
      4. “S” Code Line Items - All line items marked with an “S” code or otherwise referred to as “scoped” are line items providing a set of services with an associated cost based upon Consultant’s understanding of client’s level of complexity or scope of requirements during the pre-sales process. In a scoped line item, Consultant will perform work up to and including the number of hours that the dollar amount represents against the hourly rates noted in Consultant’s hourly rate card applicable at the time work is performed, plus up to twenty (20) percent beyond that amount. For example, if a scoped line item’s dollar amount equates to up to ten (10) hours of work to be performed, Consultant will deliver work equivalent to up to twelve (12) hours without charging Client for extra time associated with the work noted (10 x 20% = 2 hours added to the origional 10). 
      5. “R” Code Line Items - All line items marked with an “R” code or otherwise referred to as “retainer”, “renewing” or “subscription” are line items referring to services set at a fixed number of hours per time period (typically presented by month). For these services, clients are responsible for ensuring that hours sold are consumed for their needs in a timely manner. Up to 50% of the hours allotted to one month may be rolled over to the next month, but they cannot be rolled over to the month after that. In other words, no more than 50% of a given month’s hours can be rolling over at any one time, and they cannot roll more than once. If a client renews a contract to continue such services without interruiption (i.e. a new contract is signed before the expiration date of the current one) and services are continuously contracted, clients may receive the rollover benefit as applicable ongoing. If a client fails to renew a contract without interruption (i.e. no new contract is signed or a contract is signed after the expiration date of the current one) and the client falls out of contract, no rollover is allowed. This policy does not allow for exceptions and will be strictly adhered to.
   10. Use of “H” Code Hours Across Line Items on a Single Statement of Work. Where a Statement of Work contains multiple line items, hours can be consummed on a shared basis between line items where two or more line items are: (a) delivered by the same department or line of business; (b) recorded under the same line item type code; (c) on the same contract; and (d) where all relevant line items involved are of the “H” code type only. For example, if one line item specifies up to 10 hours of services to be delivered by the Platform Solutions line of business (“department”) toward one objective and another line item specifies up to 10 hours of services to delivered by the Platform Solutions line of business (“department”) toward another objective, it is feasible and acceptable for the work associated with one line item to reach 15 hours and the work associated with the other line item to reach 5 hours, without incurring additional costs to the client. In this example, the total of both services does not exceed the aggregate hours available across both line items. Please note that this does not entitle to the client to use such hours for other activities once the tasks associated with each line item are completed. Put another way, if the tasks for both line items are completed in under the total number of aggregate hours, no hours remain ‘available’ for other use or credit to other activities.
2. Applicability of Line Item Codes to Legacy Statements of Work. Where Client maintains an agreement that predates Consultant’s use of the line item code format noted above, the maximum amount of hours applicable to the work associated with any given line item shall be the dollar value of the line item divided by the applicable rate on the Rate Card in effect at the time services are being performed against that line item. Line items that specify a maximum amount of hours shall be interpreted as being “H” Code line items even if the code is not specified as such.
3. Go-Live and Post-Go-Live Periods. For Clients pursuing a software implementation as part of their Statement of Work, Consultant will consider the two-week period prior to the scheduled go-live (“launch”) date through one week after the scheduled go-live date as the “Sterile Cockpit” period, during which non-essential or non-launch-critical activities will be placed on a “backlog” list to be set aside and addressed post-launch. During this time, contract reviews or other non-launch-critical activities will not be considered or addressed by Consultant to ensure that all focus and resources are focused solely on the critical pathway for go-live. Client agrees that no new activities or requests will be submitted during this period, and that if Consultant’s time believes the software implementation is ready for go-live, Consultant will consider the go-live to be achieved even if Client decides not to adopt the software at that date. Client may request an After-Action Review meeting with Consultant but such meeting may not be scheduled until a minimum of fourteen (14) days after go-live date.
   1. Client Delay. If Consultant’s performance of the Services or of Consultant’s other obligations is prevented or delayed by any act or omission of Client or Client’s agents, subcontractors, consultants, or employees: (a) Consultant shall not be deemed in breach of its obligations under this Agreement or any Statement of Work and Consultant shall not be otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay; and (b) Consultant may adjust the any performance schedule as determined by Consultant in its sole discretion and consultant shall not be deemed in breach of its obligations under this Agreement or any Statement of Work in connection with any such adjustment; provided, that if Client’s delay causes the engagement to exceed the Maximum Engagement Time, Client shall be obligated to pay for additional time at rates that Consultant shall determine appropriate. 
4. Cancellation of Line Items, Contracts or Purchased Services. Client may elect to cancel line items, contracts or purchased services at any time. However, Consultant is not responsible for the technical or business implications of such decisions and is not obligated at any time or for any reason to refund, rebate or credit the cost, time or activities associated with cancelled line items, contracts or purchased services in any way, whether Client supplies a rationale or reason for such decision or not, and regardless of the rationale(s) or reason(s) offered. This includes such matters as changes in business strategy, changes in client-side leadership, mergers or acquisitions, determinations that the purchased line items or services are not optimal for client’s purposes, or any other busines or technical considerations of any kind. 
   1. Policy on Project Pauses, Reslotting and Cancellation. Due to unforeseen circumstances and events, it is possible that a project may pause, be reslotted or otherwise become subject to unforeseen risks that could result in a variety of outcomes, including possible cancellation. The following parameters apply to such circumstances when they arise:
      1. Meeting Cancellation & Rescheduling. Where Client’s personnel are unprepared for a scheduled meeting with Consultant’s personnel or are unable to attend a scheduled meeting, Client understands that the meeting will be counted toward billable time consummed unless such cancellation or rescheduling is requested and confirmed a minimum of 48 hours prior to the scheduled date and time of the planned meeting. If Consultant’s personnel must cancel or reschedule a meeting, no time will be counted toward billable hours consummed.
      2. Maintaining Project Pace. When either Client or Consultant must cancel or reschedule a meeting, both parties should make every effort to ‘double up’ on meetings in the following week so that project pace is maintained to ensure that the engagement does not exceed the Maximum Engagement Timeframe. When Client personnel do not have answers or information necessary to move engagement activities forward, Client’s Point of Contact must make every effort to ensure that these delays are promptly corrected. Where Consultant’s personnel believe that Client-side delays may result in exceeding the Maximum Engagement Timeframe, Consultant will promptly notify Client of this risk. Client must aggressively respond to ensure that delays are effectively overcome, otherwise client accepts that engagement may not be completed and/or that Consultant may then charge additionally in order to complete the work previously contracted. 
      3. Project Pauses. Unforeseen circumstsances can result in the occasional need to pause a project. Such circumstances may include, but are not limited to, loss of client-side personnel assigned to a project; merger or acquisition of or by the client’s company; delays in related IT projects such as ERP implementations; changes of business strategy or direction; and other such considerations. Should Client find the need to initiate a project pause, the Client Point of Contact must notify Consultant in writing and request consideration of a pause request, including the reason for the request and the intended pause tiemframe. Please note that all project pauses are on a request-only basis and Consultant may, at its discretion, elect whether or not to accept a pause request. Only the President & CEO of Consultant’s firm can authorize acceptance of a pause request initiated by a Client, and only a signed acceptance shall constitute official authorization. Should a pause request be accepted by Consultant, the request may only be for up to 30 (thirty) days at a time. After that period, client must re-submit a new pause request for consideration. At no time may a pause request be indefinite or lacking a clear date of intended project resumption on the part of the client. Furthermore, acceptance of the pause request on the part of the Consultant is not a guarantee by Consultant to resume the project at client’s requested resumption date; it is merely acceptance of client’s request to pause engagement and to restart at or after that requested resumption date. Once Consultant and Client conclude a project pause and re-start work on a project, a new Target End Date will be confirmed by Consultant. In addition, at the time a pause request is accepted, Client must be fully paid up in good standing and accepts that payment plans previously accepted will not be changed or updated to adjust to the “new” schedule. In other words, a pause in work does not result in a change in the payment schedule. Furthermore, if Client delays or fails to maintain scheduled payments in good standing during a pause period, Client accepts that this constitutes contract forfeiture and the agreement is closed with no further work to be performed and no further obligation on the part of Consultant to Client. 
      4. Project Acceleration. Client accepts that when an engagement agreement is signed, Consultant is providing services and personnel to work toward Client’s objectives, but is not providing a guarantee of a specific level of completion of work in time for a client-side deadline such as the expiration of an existing software license or other related events. Consultant does not bear any responsibility or liability for such events and their impact on client’s business, and Consultant routinely advises clients and prospective clients to maintain a minimum of 60-90 days’ time or more between projected completion of an implementation of new software and the expiration date of any existiung or legacy systems or subscriptions. Should client request acceleration of an engagement at any time where the Statement of Work is not already inclusive of an acceleration clause, Consultant will evaluate its capacity to assign additional resources for project acceleration and, if able, will provide acceleration services as part a Change Authorization to include a project acceleration fee equal to 20% of the original engagement fee. Please note that acceleration fees provide for more resources to be placed on an engagement and do not, in and of themselves, increase the scope of work to be performed. In addition, the provision of acceleration services (whether included at contract origination or added under a Change Authorization) do not bind Consultant to any guarantees or warranties regarding deadlines for other products or subscriptions regardless. 
      5. Project Reslotting. Client accepts that when an engagement Project Pause is initiated and/or accepted, Client may be subject to Project Reslottting. Reslotting refers to the process of removing Consultant’s assigned personnel from a given engagement and placing the engagement back in the project pre-assignment queue. Client accepts that when project reslotting takes place, there may be a delay of between 14 and 60 days between the time the project is intended to resume and the actual ability of the project to resume. Furthermore, Client must pay a 20% reslotting fee (20% of full contract value) at the time the engagement is reslotted for delivery. This fee must be paid in full before resuming work. Project reslotting does not change obligations Client accepts pertaining to readiness to continue project work or activities. Furthermore, project reslotting, like project pausing, has no impact on the agreed-upon payment schedule between Consultant and Client. Once work is reslotted for delivery, client must adhere to the newly revised schedule. Should client require engagement to pause yet again, the engagement will be automatically canceled and all remaining payments against the full contract value will be due in full at the time of cancellation. 
   2. ‘Ghosting’ and Project Abandonment. Client accepts full and complete responsibility for staying in regular contact with Consultant’s personnel during the time when services are being delivered, from the initiation of a contract through to contract completion. Where Client personnel do not clearly and unambiguously communicate with Consultant’s personnel for a period of fourteen (14) calendar days or more, Consultant will communicate to Client that the engagement is at risk of abandonment and cancellation. Where Client personnel do not clearly and unambiguously communicate with Consultant’s personnel for a period of thirty (30) calendar days or more, Consultant shall consider the project abandoned at which point Consultant will have no further obligation to perform work, the engagement will be automatically canceled and all remaining payments against the full contract value will be due in full at the time of cancellation. Client will still be fully obligated to pay all outstanding invoices but the project will be closed and no further work will be performed. Please note that while Consultant’s personnel will make every reasonable effort to communicate with Client, it is ultimately Client’s responsibility to communicate in a timely and regular manner with Consultant and the nature, frequency and format of communications from Consultant to Client shall in no way be a factor in the determination of Project Abandonment. This includes situations in which Client personnel changes result in Consultant’s communications going to persons who are no longer with client’s company (NLWC).
      1. Stop-Work Orders. In the event that client becomes delinquent beyond fourteen (14) calendar days in invoice payment, or if Client’s personnel become unresponsive, uncooperative or violate the Standards of Conduct noted herein, Consultant reserves the right to issue a Stop-Work Order and freeze continued work on the project. At this time, Consultant reserves the right to determine, after consultant with Client, whether continued work on the project is feasible and may only make this determination after Client is fully paid on current and past invoices. Consultant reserves the right to make this determination and client accepts that once a Stop-Work Order is issued, Consultant is authorized to, at its own discretion, determine whether to continue the engagement. Should Consultant determine that the engagement cannot be continued due to the Client’s actions or inactions as described above, the contract will be automatically canceled and all remaining payments against the full contract value will be due in full at the time of cancellation. 
      2. Contract Cancellation. In addition to the other factors leading to contract cancellation noted herein, Client accepts that contracts may be cancelled by Consultant if client violates any terms and conditions of the Master Service Agreement; if Consultant’s personnel and resources are unable to proceed with work in a timely manner due to client-initiated delays or issues; if Client repeatedly violates the client responsibilities and code of conduct; if Client personnel verbally harass, threaten, abuse or mistreat Consultant’s personnel; or if Client repeatedly delays payments or subjects Consultant to non-payment of outstanding invoice(s). In such situations, the open contract(s) will be automatically canceled and all remaining payments against the full contract value will be due in full at the time of cancellation. 
   3. Change Authorizations. 
      1. Either Party may request changes to the scope and components contained within a Statement of Work by preparing and submitting a written proposal (“Change Authorization”, “Change Request”, “Change Order”,), which sets forth any proposed modifications, such as changes to the specifications, charges, assumptions, scope, scheduling or other terms. Neither Party is obligated to execute a Change Authorization but both Parties agree to use reasonable commercial efforts to address and resolve any requests for Change Authorizations in a prompt and precise manner.
      2. If Client seeks to make a Change Authorization to (i) amend, modify or change the Services and/or deliverables specified in the Services or (ii) change the Fees (defined below) pursuant to the Services, Client will pursue a Change Authorization subject to compliance with the following procedures:

(i) Submission of Request. Client will submit all requests for a Change Authorization to Consultant in writing (hereinafter “Change Request”).

 (ii) Consultant Response. Consultant will make every reasonable effort to evaluate a submitted Change Request within fourteen (14) calendar days following Consultant’s receipt of the Change Request. If Consultant determines in its sole discretion that Consultant will not accept the Change Request, Consultant will provide a written response to Client within fourteen (14) calendar days of such determination. If Consultant determines in its sole discretion that Client’s Change Request is acceptable, Consultant will provide Client a proposed Change Authorization in the form of either an amendment to the Services as set forth in the applicable Statement of Work and/or a new Statement of Work, as determined by Consultant in its sole discretion. The proposed Change Authorization will include, but not be limited to, a statement of the cost and schedule impact of the Change Request, if any. If Client desires to accept Consultant’s proposed Change Authorization, Client will, as soon as possible, but not later than fourteen (14) calendar days after receipt of the proposed Change Authorization, deliver the proposed Change Authorization to Consultant, executed by Client. Consultant’s evaluation and drafting time for Change Requests and Change Authorizations will be charged and billed by Consultant upon the same rates and terms as are in effect under the current / applicable Statement of Work to which the Change Authorization corresponding to the Change Request shall apply. Consultant’s failure to respond to a given Change Request in the stated timeframe(s) does not constitute forfeiting of Consultant’s authority over the Change Request approval process, and should no response be forthcoming from Consultant or should Client elect not to accept Consultant’s draft Change Authorization in whole or in part as presented, the Change Request is assumed to be rejected and the originating Statement of Work specifics remain in effect without alteration.

(iii) Authorization to Approve Change Requests. Only the President & CEO (“Co-Founder”, “Senior Partner”, “Chief Growth Officer”) of Consultant’s firm shall be authorized to approve Change Requets, and such authorization may only be made in writing and under signature. No suggested amendments, adjustments, substitutions, alterations, removals, replacements or rebates associated with signed Statements of Work shall be considered valid, whether delivered verbally or in writing, unless explicitly authorized by and under the pen of the President & CEO by way of countersignature on a fully executed Change Authorization.

(iii) Effectiveness. When both Parties sign a Change Authorization, it will be deemed an amendment to the applicable Statement of Work or a new Statement of Work, as the case may be, as of the date of the last signature, and such signed Change Authorization will be deemed included in the definition of “Statement of Work” for purposes of this Agreement.

1. No Other Terms. This Agreement, including and together with any related exhibits, attachments, or Statements of Work, supersedes all prior discussions and agreements between the Parties and constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein. This Agreement and any or each Statement of Work may be modified, amended, or supplemented only by a written document signed by both Parties. Client further agrees and acknowledges that absent a mutually agreed written amendment to this Agreement signed by both Parties, the foregoing shall be true notwithstanding any representation, promise, statement, or inducement, whether oral or written, made by any employee or agent of Consultant. Oral communications, whether person to person, telephone, or voice mail, web meeting, virtual meeting, electronic mail (including email and text messages), facsimiles or any other format shall not be considered a valid amendment or modification to this Agreement or to any Statement of Work. The Parties agree that they are not relying on any representation or agreement not set forth in this Agreement. 

1. Primary Point of Contact. As provided in the applicable Statement of Work, Client shall designate an employee or agent of such Party (the Party’s “Primary Point of Contact” or “Point of Contact”) to act as its authorized representative with respect to all matters pertaining to this Agreement, with such designation to remain in force unless and until a successor Point of Contact is appointed upon notice to the other Party. Point of Contacts will respond promptly to any reasonable requests from the other Party for instructions, information, or approvals required to perform the Services. If Client’s Point of Contact does not respond to any of Consultant’s requests in a prompt and diligent manner, Consultant may, in its discretion, conclude that the Services have been fully completed, with all Fees and Expenses payable hereunder in accordance with this Agreement. Client expressly acknowledges that Consultant may assign any of its personnel to the services and has no right to the assignment of any specific Consultant personnel to the Services.  Meetings may be held virtually (i.e. via Google Meet, Microsoft Teams, Zoom or similar technology) in satisfaction of any meeting requirements or requests hereunder, unless otherwise explicitly specified or agreed in writing as an in-person meeting with appropriate agreement by Client to pay for travel and related expenses associated with an in-person meeting.
2. Responsibilities and Code of Conduct The following constitute the responsibilities and code of conduct incumbent upon both Consultant and Client in all engagements. These responsibilities and code of conduct constitute a full and constituent element in this Master Services Agreement.

3.1 Responsibilities of Consultant. In order to serve you professionally, our team will at all times endeavor to: listen to and understand your goals and priorities for this implementation; review and refer back to the signed statement of work regularly; schedule meetings proactively and on the appropriate engagement cadence; clearly communicate all meeting agendas, upcoming tasks and key deadlines; provide recordings of all meetings and training sessions for your ongoing use; maintain and communicate an accurate and up-to-date engagement timeline; notify the Primary Point of Contact whenever client-side issues are causing delays or concerns; keep you informed about activities that are taking more time or resources than planned, and notifying you proactively about potential ‘scope creep’ challenges; ensure that your accounting team and senior leadership is accurately notified about invoicing and payment status; communicate effectively and provide backup support if a Wendt Partners team member becomes ill; has to take unscheduled leave; or otherwise results in a staffing adjustment to your engagement; promptly notify you when technical or IT challenges, permissions or problems are encountered that may require additional resources or client-side assistance; proactively discuss with you any potential needs for a HubSpot software upgrade or edition change, or the addition of any other software, in order to meet project requirements; quickly respond to questions that you may ask of us about the implementation (target timeframe is to respond to client questions and requests on average within 2-3 business days.

3.2 Responsibilities of Client. In order to build a partnership with us that leads to success, we ask your team to: appoint and empower your Primary Point of Contact from the very start of each engagement so that they are able to drive internal progress forward; review the Statement of Work in detail and accept that what is being purchased and what will be delivered must be contained in that Statement of Work and does not include things that may have been discussed, considered or requested but not ultimately purchased; accept responsibility for the accuracy of information provided to Consultant and for the software configuration purchased to meet your requirements; ensure that essential decision-makers attend all engagement working sessions and come ready to make decisions and answer questions essential to the project; respect our process and expertise so that our team can coordinate effectively and keep the project on path within the intended budget and timeframe; understand and accept that client-side executives will have a decision timeframe applied to questions they must answer, after which the project team will proceed with the decision they believe is best without further delay; notify Consultant of any concerns, complaints, negative feedback or issues without delay; receive, acknowledge and pay all invoices issued by Consultant promptly and without hesitation, in accordance with the agreed-upon payment term; make your IT team fully available and responsive to Consultant  so that a lack of access, coordination or support from your IT team does not delay work; and ensure that your personnel are professional, respectful, courteous and reasonable with Consultant’s personnel at all times (this includes refraining the use of disrespectful or unprofessional language, profanities, threatening language or discussions that would be considered discrimination, harassment or singling out anyone on Consultant’s delivery team).

1. Fees, Rates, and Expenses. 
   1. Generally. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay Consultant the fees as provided in the applicable Statement of Work without set-off, counterclaim or deduction (the "Fees"). 
   2. Fixed Price. Where the applicable Statement of Work provides that the Services are provided for a fixed price, the Fees for the Services shall be one hundred percent (100%) of the total amount set forth in the applicable Statement of Work. In the event that additional Services are performed by Consultant, such additional Services will be billed in accordance with the procedures in the applicable Statement of Work (as may be amended) or on an hourly basis as set forth in Section 3.3. 
   3. Hourly Rate. Where the applicable Statement of Work provides that Services will be provided on an hourly basis, and in the event that additional Services are performed by Consultant, each will be billed on an hourly basis at the rates set forth in the Statement of Work or in a Rate Card provided by Consultant from time to time, or available upon request by Client at any time. Unless otherwise provided in a Statement of Work, all hourly Services will be tracked and/or billed in fifteen (15) minute increments at the rates set forth in the applicable Statement of Work and/or applicable Rate Card. 
   4. Invoices. Invoices for Fees will be prepared and sent electronically, as applicable, (a) on the date(s) set forth on the Statement of Work or (b) on a monthly basis, and will be due and payable in accordance with Section 4.
2. Payment Schedules. Consultant will either bill Client for all costs associated with a Statement of Work up-front (100% due at signing) or in a series of scheduled payments. Client accepts that payments are primarily for the purpose of providing funding for work to be performed, not in recognition of work that has already been performed. Payment schedules are calendar-based and are non-negotiable regardless of Client’s perception of where an engagement is in the project delivery lifecycle. Consultant does not offer or accept progress payment schedules, and under no circumstances shall Client assume that dates noted in payment schedules are optional, milestone-based, progress-based, contingent or subject to client approval or post-signature negotiation in any way.
   1. Fee Adjustment. In the event of (i) a material changes in the demand for Services initiated by Client, (ii) material increases in costs to Consultant, or (iii) if Client’s demand for Services should exceed the aggregate total hours allotted to Client on the applicable Statement of Work by more than 5% (the “Adjustment Threshold”), Consultant retains the right to adjust the Fees or bill Client at Consultant’s then applicable hourly rate for the additional Services. Provided, however, that Consultant shall notify Client and shall request Client’s approval (email acceptable) prior to making any adjustment. Once notified, Client shall either, work to reduce demand for the Services under the Adjustment Threshold or agree to amend and expand the applicable Statement of Work and the Fees therein. Notwithstanding the foregoing, the hours allotment Adjustment Threshold will not apply if Consultant fails to notify Client before surpassing 95% of the aggregate total hours allotted to the applicable Services in the current Statement of Work.
   2. Expenses. Client shall reimburse Consultant for all reasonable expenses (“Expenses”) incurred by Consultant in connection with the performance of the Services and in furtherance of applicable the Statement of Work. Consultant will bill such Expenses to Client at its cost, without markup. Consultant will issue invoices for Expenses to Client on a periodic basis, supported by receipts and reasonable supporting documentation upon request.
   3. Taxes. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder. 
3. Payment. 
   1. Generally. Payment of Fees and Expenses are due and payable in full within the time period stated on the applicable invoice. Payment may be made via credit card, ACH, wire transfer or corporate check. If Client elects to pay by corporate bank account, payment must be processed via online ACH transaction with a bank who supports electronic ACH clearance. If Client elects to pay by corporate check, such checks must be sent via tracked (overnight express or certified) mail service to Consultant’s specified address used exclusively for these purposes. All Fees and Expenses (including, for the avoidance of doubt, the amount of any deposit paid as a credit towards any Fees or Expenses pursuant to Section 4.3) are payable to Consultant and non-refundable irrespective of whether any particular outcome, activity or result is achieved. 
   2. Late Payments. Payment of Fees and Expenses shall be considered delinquent if unpaid within fifteen (15) days of the applicable invoice date. Consultant shall have the right to suspend the performance of Services, and/or to terminate this Agreement, if Client fails to make payment within the time permitted for doing so under this Agreement. Any unpaid invoice balance shall bear interest at the lesser of (a) the rate of 1.5% per month, and (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Consultant for all reasonable costs incurred in collecting any delinquent payments, including, without limitation, attorneys' fees.
4. Consultant’s Obligations. Consultant shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement; (b) using personnel of industry standard skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. Without limiting the foregoing, under no circumstances shall Consultant have any liability for adhering to or achieving any “go-live” dates or targets.  
5. Client Obligations. 
   1. Client shall promptly: (a) provide, at Client’s sole cost and expense, all materials and requested information, including documents, data, mappings, login credentials, specifications, software, content, and technology (“Client Materials”) and Third Party Services as requested by Consultant, as may be necessary in connection with Consultant’s performance of the Services; provided, that Client shall be responsible for any delays to Consultant’s performance of the Services in connection with Client’s failure to provide any such Client Materials or Third Party Services within thirty days of the Effective Date; (b) review, proofread, and approve any deliverables created by Consultant in performance of the Services, wherein said approval (email acceptable) shall be conclusive regarding Client’s responsibility for any errors, omissions or inaccuracies associated with any content or deliverables; and (c) respond to Consultant’s requests for direction, information, and approval (email acceptable) that is reasonably necessary for Consultant to perform Services in accordance with the requirements of this Agreement.   Client shall also be responsible for attending all scheduled meetings, and any missed or rescheduled meetings without at least 5 days’ written notice may result in a change in the engagement plan or delivery schedule without any liability to Consultant.
   2. Client shall perform such tasks as may be necessary to implement the Services in connection with the Client’s business operations, as Client’s sole cost and expense. 
   3. Client is solely responsible for: (a) the security and backup of the Client Materials and other Client data, (b) the accuracy and completeness of all Client Materials and other Client data, (c) archiving and verifying all Client Materials and other Client data on a daily basis, (d) keeping all computer software and other applications on Client’s systems and network current with the latest security patches and updates, (e) protecting Client’s systems and network from unauthorized access, and (f) using up-to-date encryption technology or other appropriate means to protect the security of Client’s Materials and other data while transmitted, electronically or otherwise, to Consultant. Consultant shall have no liability for Client's failure to fulfill any of its responsibilities set forth in this Section 7.3, nor for any unauthorized interception, disclosure or access to Client Materials or other data. Consultant is not responsible for any of Client’s software or software licenses or subscriptions all of which are the sole and exclusive responsibility of Client. 
6. Records. The Parties agree to maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Consultant in providing the Services. During the term of this Agreement and for a period of at least two (2) years thereafter, upon written request, the other Party shall allow the requesting Party or the requesting Party’s representative to inspect and make copies of such records in connection with the provision of the Services.
7. Compliance. The Parties agree to take all reasonable measures to comply with the requirements of all laws, rules, regulations, and ordinances relating to the Services provided. 
8. Term and Termination. 
   1. Term. This Agreement shall commence on the Effective Date and terminates upon either the completion of the Services under all Statements of Work, and full payment of the final invoice, or the termination by either Party in accordance other terms in this Master Services Agreement (MSA). 
   2. Termination. 
      1. Client shall have the right to terminate this Agreement upon Consultant’s material breach of the terms and conditions hereof (i) upon sixty (60) days advance written notice to Consultant describing with specificity all alleged deficiencies in Consultant’s performance hereunder and (ii) subject to Consultant’s fifteen (15) day cure-period.
      2. Consultant shall have the right to immediately suspend the performance of Services if Client fails to make payment within the time permitted for doing so under this Agreement. Notwithstanding the forgoing, Consultant shall have the right to immediately terminate this Agreement (i) for any reason upon sixty (60) days advance written notice to Client, (ii) in the event that Client fails to make payment when due and such failure continues for fourteen (14) days after due date; (iii) in the event that Client fails to make payment when due more than two (2) times in any three (3) month period; or (iv) Consultant determines in its sole discretion that Client or its employees or agents communicate with Consultant or its employees or agents in a rude or unprofessional manner or otherwise engage in a pattern of inappropriate, discriminatory or harassing behavior.
      3. In the event of termination by either Party pursuant to this Section 10.2, Client will pay the Consultant for all Fees and Expenses payable through the end of the term and/or payment plan set forth in the applicable Statement of Work. In the event of termination prior to completion of the Services by Client for any reason: (i) Client shall not be entitled to refund of any prior deposit or payments; and (ii) Consultant shall use commercially reasonably efforts to finish work in progress for Client prior to termination date.

• Transition. In the event this Agreement or any Statement of Work is terminated for any reason whatsoever, and if Client requests Consultant's assistance to transition to a new service provider within thirty (30) days of the termination date, Consultant shall consider providing such transition services at its sole discretion, provided that all Fees and Expenses due and owing under this Agreement are paid to Consultant in full prior to Consultant providing such transition assistance, and Client agrees to pay Consultant its then-current hourly rate for such assistance. 

• Confidentiality. 

1. Generally. From time to time during the term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party ("Confidential Information").
   1. Confidential Information is any information that is treated as confidential by a Party, including but not limited to all non-public information about: (i) present or future business and marketing plans; (ii) financial statements; (iii) information pertaining to agreements with third party customers or facilities; (iv) information regarding independent contractors, employees, and patients, including, but not limited to, patient names, patient charts, lists or records, test results and reports, diagnoses and treatment plans; (v) information concerning the Party’s financial structure and methods and procedures of operation; (vi) patient protected health information and individually identifiable information; (vii) business affairs, products or services, intellectual property rights, trade secrets; and (viii) other sensitive or proprietary information.
   2. Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 11; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information. 
2. Non-disclosure and Restricted Use. With respect to Confidential Information, the Parties agree that, during the term of this Agreement and at all times thereafter, the Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's representatives (including without limitation employees and third party or independent contractors or other personnel) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If, however, the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. This Section 11.2 shall be considered a material provision of the Agreement.
3. Return or Deletion of Materials. At either Party’s request, the other Party will deliver promptly to the requesting Party or delete all Confidential Information, and all other papers or materials, and any copies thereof (in any form) in a Party’s possession or control received from the other Party or otherwise relating in any way to either Party’s business.
1. Non-Solicitation. During the term of this Agreement and for two (2) years after this Agreement terminates for any reason, Client will not, on Client’s behalf or for or on behalf of any other Party, (i) induce or encourage any individual that was an employee or contractor of the Consultant during the term to leave the employment of or engagement with Consultant or (ii) employ or solicit for employment or contract for services any individual or entity whom Consultant employed or contracted in connection with the Services and with whom Client had any work-related contact, including in any supervisory, reporting, collaborative, or advisory context. Client agrees that, in the event of a breach or threatened breach of this provision, in addition to any remedies at law, Consultant, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.
2. Non-Disparagement. Neither Party will at any time make false or misleading statements about the other Party, including its products, services, management, employees, customers, or suppliers. Any and all disputes and complaints that Client may have with respect to the Services shall only be communicated to Consultant and not to any Third Party other than Client’s legal advisors or on the context of legal process. 
3. Intellectual Property. 
   1. Work Product. Neither Party shall assume any rights or interest in the other Party’s intellectual property that was developed or owned prior to this Agreement. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to any products, documents, forms, processes, concepts or materials that may be deemed intellectual property developed under this Agreement or prepared by or on behalf of Consultant in the course of performing the Services (collectively, the “Work Product”) shall be solely owned by Consultant; provided that Client shall retain a perpetual, non-exclusive, royalty-free license to use the Work Product in its business operations so long as Client does not disclose, sell or assign, in any capacity, its rights in said Work Product to any third party without the express, written consent of Consultant, which consent may be withheld in its sole discretion. Upon request of Consultant, Client shall, if necessary, take such actions, and shall cause Client personnel to take such actions, including execution and delivery of any and all instruments of conveyance, necessary to grant title in and to the Work Product to and in the name of Consultant. Each Party's limited right and license to use the other Party's intellectual property as described in this Agreement automatically terminates upon the termination of this Agreement. 
   2. Portfolio. Client agrees and authorizes Consultant to display Client’s name and a brief description of the Services performed for Client as part of Consultant’s portfolio and in public forums, including websites, media platforms, magazine articles, and books.
4. Limitations of Technology. Client acknowledges that technologies are not universally compatible, that Consultant cannot guarantee the functionality contained in any software, platform, or program system, and that Consultant has no direct control over the effectiveness or lack thereof of the technologies used in provision of the Services. Consultant shall not be held responsible for interruptions in service due to malfunctions of, updates to, or patches released by software vendors, and it is the responsibility of Client to install all such recommended software updates and patches. Client is solely responsible for determining the adequacy of its software, and any recommendations as to such software provided by Consultant are recommendations only and shall not under any circumstance be construed or be deemed to constitute any warranties, guarantees or any other assurances with respect to such software whatsoever. Unless otherwise set forth in a Statement of Work, if a Statement of Work specifies that the Services include integration, migration, extraction, or transformation of Client data, then Consultant shall have no liability for the condition of any such Client data following any such Services or for any changes to any such Client data as a result of the data migration Services performed.  If during the performance of such work Consultant discovers or determines that technical or data considerations uncovered require a change in scope or delivery of additional services, Consultant is not responsible for the added cost associated with such additional necessary services.  

• Revisions and Version in Effect. Consultant reserves the right to revise, update and otherwise modify and enhance this Master Services Agreement at any time. 

1. For clients who sign quotes or agreements with MSA terms included therein in their entirety inclusive of an MSA approval checkbox, the MSA terms included in the agreement itself shall constitute the MSA terms in force (except where both parties sign an MSA addendum agreeing to modify said terms, as described elsewhere in this MSA).
2. For clients who sign quotes that reference the Terms & Conditions page of Consultant’s website or for those clients who sign quotes or  purchase services that do not require an MSA approval step, the current effective MSA version posted online at https://www.wendtpartners.com/terms-and-conditions shall be the version in effect at the time should any questions or matters of concern arise. 
1. Warranties. 
   1. Mutual Warranties. Each Party represents and warrants to the other that it: (a) owns or otherwise has license to any and all intellectual property, trademarks, material, and/or copy provided for use in the scope of this Agreement; (b) is organized and existing under the laws of its jurisdiction of formation; (c) has the requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder; (d) the execution and delivery of this Agreement and the performance by it of its obligations hereunder have been authorized by all requisite corporate action; and (e) this Agreement has been validly executed and delivered by it, and, assuming that this Agreement has been duly authorized, executed, and delivered by the other Party, constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms.
   2. Certain Client Warranties. Client represents and warrants to Consultant that Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Materials so that, as received by Consultant and used in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable Law.
   3. Disclaimer of Warranties. Except for the warranties set forth above, to the fullest extent permitted by applicable law, ALL SERVICES, AND WORK PRODUCT ARE PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT HEREBY ARE DISCLAIMED. CONSULTANT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. 
2. Indemnification. 
   1. Client agrees to defend, indemnify, and hold harmless Consultant and its directors, managers, officers, governors, members, employees, subcontractors, and agents against any and all claims and/or liability for damages, personal injury, death, fines, penalties, costs, expenses, losses, lost profit, lost revenue, property damage, attorneys' fees, and any and all other damages of whatever kind and nature arising out of or relating to (a) any Client Materials (including but not limited to any inaccuracies of data contained therein) and Consultant’s compliance with any specifications or directions provided by or on behalf of Client, and Consultant’s use of any of the foregoing in connection with performance of the Services; (b) any modification or changes made to the Services or deliverables by or behalf of any person other than Consultant, (c) any Third Party Services and Consultant’s use of any of the foregoing in connection with the Service; (d) the negligent acts or omissions of Client; and (e) the operation of or inability to operate any software or system implemented or customized on Client’s behalf by Consultant, even if Client has advised Consultant of the possibility of such damages.
   1. The Party seeking indemnification hereunder shall (a) promptly provide the indemnifying Party written notice of the details of such claims by the indemnified Party. The indemnifying Party shall have the right to sole control of the defense and all related settlement negotiations of all such claims, related lawsuits or proceedings. The indemnified Party’s provision to the indemnifying Party of such reasonable assistance, information, and authority as is reasonably necessary to perform the above. In no event shall the indemnified Party be responsible for any settlement or compromise made without the indemnified Party’s consent, and the indemnifying Party shall not enter into any settlement or compromise which shall affect the indemnified Party without the indemnified Party’s consent.
3. Insurance. The Parties shall each maintain and carry, at their own expense, such insurance as is set forth in the applicable Statement of Work. The Parties agree to provide a certificate of insurance evidencing such coverage upon written request by the other Party. The Parties agree that each shall provide the other Party with thirty (30) days advance written notice in the event of a cancellation or material change in the respective Party's insurance policy. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against Consultant’s insurers and Consultant. 
4. Limitation of Liability.
   1. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL CONSULTANT OR ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK OR OTHERWISE FOR DAMAGES THAT ARE OR INCLUDE LOST REVENUES OR LOST PROFITS, OR FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES, EVEN IF THEY WERE FORESEEABLE OR IF CONSULTANT HAD BEEN INFORMED OF THEIR POTENTIAL. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF THE ACTION (I.E. WHETHER THE LAWSUIT IS IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE). 
   2. IN NO EVENT SHALL CONSULTANT, ITS DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY STATEMENT(S) OF WORK OR ANY SERVICES PERFORMED, ANY LOSS OR INTERRUPTION OF DATA, TECHNOLOGY OR SERVICES, OR FOR ANY BREACH HEREOF OR FOR ANY DAMAGES CAUSED BY DELAY IN FURNISHING SERVICES UNDER THIS AGREEMENT OR ANY STATEMENT(S) OF WORK, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
   3. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE EXTENT OF CONSULTANT’S LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY HEREUNDER IS LIMITED TO CONSULTANT’S CORRECTION OF ANY DEFECTIVE SERVICES PERFORMED HEREUNDER, AND CLIENT SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES, WHETHER IN CONTRACT, TORT OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL CONSULTANT’S LIABILITY HEREUNDER EXCEED THE AMOUNT CONSULTANT ACTUALLY RECEIVED FOR THOSE SERVICES PERFORMED BY CONSULTANT HEREUNDER. CONSULTANT SHALL BE GIVEN A REASONABLE OPPORTUNITY TO INVESTIGATE ALL CLAIMS MADE BY CLIENT, AND UNDER NO CIRCUMSTANCES SHALL CLIENT BE PERMITTED TO SET OFF OR CREDIT ANY AMOUNTS DUE AND OWING TO CONSULTANT HEREUNDER.
   4. The provisions of this Section 19 shall be applied to the fullest extent of the law, but if any portion of this Section is determined to be unlawful, then this Section shall be construed to limit liability against Wendt Partners to the fullest extent possible under the law.

• Force Majeure. Consultant shall not be deemed to be in default of any of its obligations hereunder to the extent that the performance thereof is delayed or rendered impossible by acts of God, war, civil commotion, governmental action, fire, storm, flood, explosion, strikes, pandemics, walkouts, other industrial disturbances, inability to obtain raw materials from usual sources or any other cause, whether of the same or different nature, which is beyond its reasonable control. Should failure or delay in completion of Services or obligations under this Agreement be delayed for causes beyond the control of, or without the fault or negligence of the Consultant, the time for performance shall be extended for a period equal to the delay.

1. Notices. All notifications required to be sent shall be sent to either Party at the address contained on the signature page to this Agreement or such other address as may later be designated. Unless otherwise agreed herein, all Notices must be delivered by U.S. Mail delivery and email (with confirmation of transmission), nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid) to the following address for Consultant:

Wendt Partners
228 Park Ave S
PMB 71065
New York, NY 10003-1502 

With a required copy by email to: doug@wendtpartners.com; and in the case of Client, to the address set forth on the signature page below or as shown in Consultant’s records.

1. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Subject to applicable law, the details of the method and manner for performance of the Services by Consultant shall be under its own control, Client being interested only in the results thereof. Consultant shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.  Client expressly acknowledges and agrees that, and authorizes Consultant to, perform all background and/or credit checks Consultant determines appropriate in order to ensure Client’s performance under this Agreement, subject in all respects the requirements of applicable law.  
2. Assignment. Client will not assign any rights, or delegate or subcontract any obligations, under this Agreement without Consultant’s prior written consent. Any assignment in violation of the foregoing will be deemed null and void. Consultant may freely assign and subcontract its rights and obligations under this Agreement and performance of the Services at any time without approval or consent of Client. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective successors and assigns. 
3. Binding Effect. This Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the Parties hereto and their respective successors and assigns. 
4. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, confers on any other person or party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

• Severability. The rights and remedies of Consultant referenced in this Agreement are cumulative and nonexclusive of one another and Client’s covenants and agreements contained herein are severable and independent of one another. Further, the Parties have, in good faith, used their best efforts to make the covenants in this Agreement reasonable in all respects and do not anticipate or intend that any court of competent jurisdiction would conclude otherwise or would find it necessary or appropriate to reform any such covenant. However, if any provision of this Agreement or any associated Statement of Work is legally declared invalid or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegibility, or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any Statement of Work shall be valid and enforceable to the fullest extent permitted by applicable law.

• Waiver. No term or provision of this Agreement may be waived or modified unless in writing and signed by the Party against whom such waiver or modification is sought to be enforced. Except as otherwise set forth in this Agreement, the failure of either Party at any time, or for any period of time, to enforce any provision of this Agreement will not be construed as a waiver of such provision or of the right of such Party thereafter to enforce each and every such provision.

• Dispute Resolution. Each Party agrees that any dispute between the Parties relating to this Agreement will first be submitted in a written notice to the designated senior executives of Consultant and Client who will meet in an effort to resolve such dispute. In the event the executives are unable to resolve the dispute within thirty (30) days of receipt of such notice, such dispute shall be resolved in accordance with Section 30. 

• Governing Law and Forum Selection. Any and all claims arising out of or related to this Agreement and the Parties’ rights and obligations hereunder will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, including its statutes of limitations, without regard to its conflict of laws rules. Any litigation arising out of or relating to this Agreement will be commenced and conducted only in an applicable county or state court in the County of Cumberland, Pennsylvania or a federal district court in the Middle District of Pennsylvania. Each Party hereby consents to the exclusive jurisdiction of such courts for such purpose and hereby waives any objection that such Party might otherwise have to jurisdiction and venue in such court.

• Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO A TRIAL BY JURY AND AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY STATEMENT OF WORK. 

• Survival. The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations and disclaimers, resolution of disputes, billing, and Client’s obligation to pay for the Services provided and any additional usage charges, shall survive the termination of the Agreement and the termination of the Service.

• Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

• Counterparts. This Master Service Agreement (MSA) is considered executed and in effect in any case wherein a Client signs a services agreement (“Statement of Work”, “Scope of Work”, “SOW”, “Quote”, “Contract” “Order”, “Engagement”, “Project" or “Purchase”) with Wendt Communication Partners, LLC.