LAST UPDATED 12/9/24

Our Master Services Agreement (MSA) outlines the terms and conditions governing the professional services we offer. Please note that this agreement is a general framework and does not override any individually signed MSAs between Responsory and you as a client. If you have an existing signed MSA with us, the specific terms of that agreement will take precedence.

We invite you to review the full agreement below to better understand our services, responsibilities and expectations.

Master Service Agreement

1. Scope and Performance of Services

Scope of Services. Responsory will perform services including, but not limited to: research, marketing consultation, graphic design, copywriting, copyediting, web development, website design, website hosting, website maintenance, videography, still photography, social media, search engine optimization, public relations, traditional advertising, digital advertising, or other strategic services. The scope of service will be defined in the corresponding Statement of Work (“SOW”) or Change Order Agreement (“COA”) for each individual project, task, or line of service.

Performance. Responsory will perform services necessary to complete the SOW in a timely and professional manner, consistent with industry standards. The manner and means that Responsory chooses to complete the SOW are at the Agency’s sole discretion. Responsory will provide its own equipment, tools, and other materials at its own expense.

Review and Approval. All materials are subject to Client’s prior written approval. Throughout the creative process, Responsory will provide Deliverables to the Client for feedback, review, and approval. The Client agrees to provide feedback within 10 days of receiving proof.

Quality Assurance. The Client may inspect and audit Responsory’s work to ensure it meets specifications and industry standards. If the work does not comply, the Client may request reasonable changes or terminate the Agreement.

Client Non-Performance. If the Client is non-responsive during execution of the SOW, Responsory may consider deliverables fulfilled if feedback is not provided within 30 days of delivery.

Agency Non-Performance. If Responsory is non-responsive, the Client may be eligible for discounts or other remediation.

2. Compensation and Payment Procedures

Compensation. Fees may be monthly, fixed, or hourly, as outlined in the SOW. The Client agrees to reimburse Responsory for approved expenses.

Invoicing. Responsory will invoice the Client in the middle of each month. Payment is due within 30 days.

Nonpayment. Invoices unpaid after 30 days incur late fees (3% after 30 days, 6% after 60 days, 10% after 90 days). Responsory may pause work on accounts 90+ days past due.

Reimbursement of Expenses. The Client will reimburse reasonable expenses incurred by Responsory upon presentation of documentation.

3. Termination

Termination. Either party may terminate the Agreement for cause. A 90-day transition period will apply if termination proceeds.

Effects of Termination. During termination, both parties’ rights and responsibilities continue. Responsory will transfer Work Product to the Client as applicable.

4. Intellectual Property

Ownership of Deliverables. Deliverables produced and paid for by the Client are considered works-made-for-hire. If not copyrightable, Responsory assigns all rights to the Client.

Third-Party Materials. Licensed third-party materials remain owned by the licensor.

Responsory Materials. Responsory retains ownership of proprietary techniques, granting the Client a perpetual, royalty-free license to use them within Deliverables.

Client Materials. Client materials incorporated into Deliverables remain the Client’s property.

5. Confidentiality

Confidential Information. Both parties agree to keep each other’s confidential information secure and not disclose it to third parties, except as required by law.

Indemnification. Each party agrees to indemnify the other for damages caused by negligence or breach of this Agreement.

6. Security and Compliance

Credentials. Credentials provided will be for exclusive use by assigned individuals. Accounts will be deleted upon termination.

Data Privacy. Both parties will ensure data security and restrict access to authorized personnel.

7. General Provisions

Notices. Notices must be in writing and can be delivered in person, by mail, or by courier.

Assignment. Neither party may assign the Agreement without prior written consent.

Entire Agreement. This Agreement constitutes the full understanding between both parties and supersedes prior agreements.

Contact Us

If you have any questions regarding this Master Service Agreement, please reach out:

Responsory
13255 West Bluemound Road, Suite 105
Brookfield, WI 53005
Phone: 262-782-2750
Email: info@responsory.com
Website: www.responsory.com