Effective: 11/1/2025
1. OverviewThis Master Service Agreement (“Agreement”) governs all consulting, implementation, technical services, and related work performed by The GTM Factory, LLC (“Consultant”) for the client (“Client”). Individual Statements of Work (“SOWs”) will define the specific deliverables, pricing, and timelines for each project. Each SOW is governed by — and incorporated into — this Agreement.⸻2. ServicesConsultant will provide the services described in each SOW, which may include implementation, automation, CRM enrichment, integrations, advisory, or technical build work. Services may be delivered remotely unless otherwise specified.⸻3. Fees, Billing & Payment TermsFees for services are defined in each SOW and may be structured as fixed-fee, hourly (Time & Materials), or retainer-based.Invoices are due within 30 days of receipt unless otherwise specified. Late payments may incur a 1.5% monthly late fee on any outstanding balance.⸻4. Time & Materials (T&M) EngagementsFor SOWs billed on a Time & Materials basis:
• Client will be billed only for actual hours worked.
• Estimates provided in the SOW serve as not-to-exceed caps unless written approval is given.
• Unused hours will not be billed and may be applied to future mutually agreed-upon work.
• Materials (e.g., API usage, 3rd-party tools) will be billed separately with prior approval.⸻5. Changes & Additional ScopeAny work outside the scope of an approved SOW must be requested in writing and will require a mutually agreed change order, updated SOW, or written authorization before work begins.⸻6. Client ResponsibilitiesClient agrees to provide timely access to systems, tools, SMEs, and stakeholders as needed to perform the work. Delays caused by Client may result in adjusted timelines.⸻7. Intellectual PropertyConsultant retains ownership of all methodologies, templates, automation frameworks, tools, scripts, and intellectual property created during the course of the project.Upon full payment for each SOW, Client receives a non-exclusive, perpetual license to use the delivered outputs for internal business purposes.⸻8. ConfidentialityBoth parties agree to keep all proprietary, technical, and business information confidential. Confidentiality obligations survive termination of this Agreement.⸻9. LiabilityConsultant’s liability is limited to the total fees paid by Client under the applicable SOW. Consultant is not liable for indirect, incidental, or consequential damages.⸻10. Term & TerminationThis Agreement begins on the Effective Date and remains in effect until terminated by either party with 30 days’ written notice. Termination does not relieve Client of payment obligations for work already performed.⸻11. Governing LawThis Agreement is governed by the laws of the State of California.⸻12. Fixed-Fee (Fixed Price) ProjectsFor projects billed on a fixed-fee basis, the total fee will be defined in the applicable Statement of Work (“SOW”) and represents a fixed amount for completion of the specified scope of work.12.1 Scope BoundariesThe fixed fee covers only the services, deliverables, and use cases expressly outlined in the SOW. Any additional requirements, enhancements, revisions, or materially new work requested by the Client will be considered out-of-scope and may require a separate SOW, change order, or additional fees.12.2 AssumptionsFixed-fee pricing is based on the information, requirements, and system configuration provided at the time of scoping. Any significant change to Client systems (e.g., CRM field changes, new objects, scoring logic revisions, data model changes, or workflow redesign) may impact the effort required and may result in additional charges.12.3 RevisionsUnless otherwise stated in the SOW, the fixed fee includes one round of revisions to the delivered work. Additional revision cycles are considered new scope and may be billed separately.12.4 ExclusionsOngoing support, monitoring, maintenance, troubleshooting, adjustments, or enhancement requests after delivery are not included in the fixed fee and may be billed separately or require a new SOW.12.5 Materials & Third-Party CostsFixed-fee pricing does not include external tool costs, API usage (e.g., OpenAI API), enrichment tools, CRM add-ons, or third-party services. These costs are treated as “Materials” and require prior approval before being incurred.Questions?Contact: [email protected]
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