Master Services Agreement for Creative Agency Services

This Master Services Agreement (the “Agreement”) sets forth the terms and conditions pursuant by and between:

Convex3D LLC, an Oregon limited liability company with its principal place of business at 5020 NE 32nd Ave Apt 4, Portland OR 97211, (hereinafter referred to as “Agency”)

The person or entity (hereinafter referred to as “Client”) that has engaged Convex3D LLC pursuant to a provided Statement of Work (“SOW”).

I. Overview and Scope

  1. This Agreement governs the provision of creative and marketing services as detailed in individual Statements of Work (“SOW”). Each SOW shall specify:
    1. Specific deliverables
    2. Timeline and milestones
    3. Budget and payment terms
    4. Client responsibilities and requirements
    5. Acceptance criteria
    6. Additional project-specific terms

II. General Terms and Conditions

A. Communication and Project Management

  1. Each party shall designate a primary point of contact responsible for day-to-day communication and project coordination
  2. The parties shall conduct regular project status meetings at mutually agreed upon intervals
  3. All project-related communications shall be conducted through approved channels and documented appropriately

B. Financial Terms

  1. Contractor shall submit an invoice upon completion of deliverables specified in each SOW, unless specified differently in the SOW
  2. Payment is due within 30 days of invoice submission
  3. Late payments will incur a 1.5% interest fee per month after a 15-day grace period.
  4. All banking and transfer fees shall be borne by the Client
  5. Fees specified in each SOW shall include all costs, including any travel, accommodations, or other expenses required to complete the work
  6. Additional expenses beyond those specified in the SOW must be pre-approved in writing and will be billed at cost with supporting documentation
  7. All fees and expenses shall be detailed in invoices with appropriate documentation
  8. For projects extending beyond one month, the SOW may specify interval-based payments and invoicing schedules
  9. Early termination fees and final payments shall be governed by Section IV.C 

C. Quality Assurance

  1. All deliverables must meet the specifications outlined in the applicable SOW
  2. The Client shall have fifteen (15) business days after delivery to review and request revisions
  3. Two rounds of revisions are included in the base price. Additional requests will be charged an hourly fee. These included revisions must be made within fifteen (15) business days after delivery
  4. Deliverables shall be deemed accepted if no revision requests are received within the review period. If the Client requires an extension, they must notify the Agency in writing, and the Agency may, at its sole discretion, approve or deny the request

III. Intellectual Property and Confidentiality

A. Ownership Rights

  1. Upon full payment, the Client shall receive perpetual, worldwide, royalty-free usage rights for all Final Deliverables
  2. All Deliverables shall be considered “works made for hire” under 17 U.S.C. Section 101. For any Deliverables that do not qualify as works made for hire or cannot be assigned, Agency hereby grants Client a perpetual, worldwide, royalty-free license thereto
  3. Agency retains ownership of its pre-existing materials (“Agency Materials”). The Agency shall retain ownership of all underlying methodologies, tools, processes, preliminary works, production files, and unused concepts. For any Agency Materials incorporated into Deliverables, Agency grants Client a perpetual, worldwide, royalty-free license to use such materials in connection with the Deliverables
  4. Client retains exclusive ownership of all materials provided to Agency (“Client Materials”), including all intellectual property rights therein
  5. Agency may include Deliverables in its portfolio unless prohibited in the SOW, subject to confidentiality provisions

B. Confidentiality

  1. Both parties agree to maintain strict confidentiality of all shared information for a period of five (5) years
  2. The Agency shall implement appropriate security measures to protect Client data
  3. Neither party shall disclose the existence or terms of this Agreement without written consent

IV. Subcontractor Terms

A. Agency Rights

  1. Agency may engage subcontractors at its discretion to complete work under this Agreement
  2. Agency maintains full responsibility for all work product regardless of subcontractor involvement
  3. Agency maintains right to replace or reassign subcontractors without notice

B. Compliance and Security

  1. Agency ensures all subcontractors:
    1. Execute NDAs matching Agreement terms
    2. Comply with applicable laws and regulations

C. Confidentiality and IP

  1. All subcontractor work product assigned to Client upon payment
  2. Subcontractors bound by same confidentiality period (5 years)
  3. Agency responsible for subcontractor IP infringement
  4. Agency maintains subcontractor confidentiality agreements
  5. Agency ensures subcontractors cannot claim rights to work product or contact Client directly regarding work product
  6. Subcontractors may use finished work as part of their portfolio only with prior written consent from the Client. The Agency shall ensure that any subcontractors are aware of this requirement and adhere to the confidentiality terms outlined in this Agreement

D. Quality Standards

  1. All deliverables meet Agreement quality standards regardless of subcontractor involvement
  2. Agency responsible for all quality assurance and performance issues
  3. Agency ensures subcontractors follow project management procedures
  4. Agency handles all subcontractor communication and management
  5. Client shall direct all feedback and requests through Agency, not subcontractors

E. Financial Terms

  1. Agency solely responsible for subcontractor compensation
  2. No additional Client charges for subcontractor use

IV. Term and Termination

A. Term

  1. This Agreement shall commence on the Effective Date and continue until terminated by either party with 30 days written notice.

B. Termination for Cause

  1. Either party may terminate this Agreement immediately upon written notice if the other party:
    1. Materially breaches this Agreement and fails to cure within 30 days
    2. Becomes insolvent or subject to bankruptcy proceeding

C. Termination Payments

  1. Upon any termination of this Agreement or any SOW:
    1. Client shall pay for all work completed up to the termination date 
    2. For termination without cause, Client shall pay a cancellation fee of 15% of the remaining unbilled project value 
    3. Any non-refundable expenses already incurred by Contractor shall be paid by Client
  2. All payment terms specified in Section B (Financial Terms) shall apply to termination payments.

V. Liability and Dispute Resolution

A. Limitation of Liability

  1. The Agency’s total liability for any claim arising out of or related to this Agreement shall be limited to one or more of the following, at the Agency’s discretion:
  1. A refund of fees paid for non-conforming deliverables.
  2. Completion of contracted work within revised timelines.
  3. Correction of quality issues identified within the agreed-upon acceptance period.
  1. The Agency shall not be liable for:
    1.  Indirect, consequential, or special damages
    2.  Lost profits or business opportunities
    3.  Damages exceeding fees paid for the specific deliverables in question
  2. The Client shall indemnify and hold the Agency harmless from any and all third-party claims, damages, liabilities, or expenses arising from:
    1. Any materials, content, or intellectual property provided by the Client.
    2. Any infringement of intellectual property rights, including but not limited to copyright violations.
    3. Any violations of applicable laws or regulations related to the provided materials.
  3. The Agency warrants that deliverables will meet the following standards:
  1. Be free from material defects;
  2. Comply with the specifications outlined in the Statement of Work (SOW);
  3. Be delivered in a timely manner, according to agreed-upon deadlines;
  4. Be of a quality consistent with industry standards for the type of work being performed
  5. Notwithstanding anything to the contrary in this Agreement, except for the payment of fees, neither party’s total aggregate liability under this Agreement shall exceed the total fees payable to Agency under this Agreement.

B. Dispute Resolution

  1. The parties agree to mandatory mediation before pursuing litigation.
  2. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles, and regardless of any other jurisdiction’s laws.
  3. The prevailing party in any dispute shall be entitled to recover all reasonable attorney’s fees, court costs, and other related expenses.
  4. All claims arising out of or related to this Agreement must be brought within twelve (12) months of the date the claim first arises or the occurrence giving rise to the claim, whichever is later.

VI. General Provisions

A. Force Majeure

  1. Neither party shall be liable for delays caused by circumstances beyond their reasonable control.

B. Assignment

  1. This Agreement may not be assigned without written consent of the other party.

C. Notice and Cure

  1. All notices must be in writing and sent via email with confirmation of receipt.
  2. Substantial breaches must be cured within fifteen (15) business days of notice.

D. Non-Solicitation

  1. During the term and for one year after, neither party shall solicit or hire the other party’s employees without written consent.

E. Independent Contractor

  1. The Agency is an independent contractor. Nothing creates a partnership or employer-employee relationship.
  2. Agency is responsible for all taxes, insurance, and benefits related to its personnel.
  3. Client shall not control or direct the manner or means by which Agency or its personnel perform the Services. Agency shall determine the method, details, and means of performing the Services within the parameters set forth in the applicable SOW.

F. Entire Agreement

  1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

G. Amendments

  1. Any modifications to this Agreement must be in writing and signed by both parties. In the event any term of this Agreement is deemed unacceptable or requires modification, an amendment may be made in the applicable Statement of Work (SOW). Such an amendment will override the corresponding terms of this Master Services Agreement, but only when both parties mutually agree to the amendment and sign the revised SOW.

To download a .pdf file of this agreement, click here.