Master Service Agreement

This Master Service Agreement ("Agreement") is entered into by and between John Russo, operating as The Career Blueprint ("Service Provider"), and Client (as defined below).

1. Services

Service Provider agrees to provide the services ("Services") as described in individual Statements of Work ("SOWs") or product descriptions agreed upon by both parties. These Services may include, but are not limited to, career diagnostics, identity calibration, strategic career blueprint development, and related consulting services.

2. Client Responsibilities

Client agrees to:

  • Provide timely and accurate information as reasonably requested by Service Provider.

  • Cooperate with Service Provider in the performance of the Services.

  • Make timely payments for Services rendered as per the agreed-upon terms.

3. Fees and Payment

Fees for Services will be specified in the applicable SOWs or product descriptions. Unless otherwise agreed, all fees are due upon receipt of invoice or as specified in the payment terms. Payments are non-refundable once Services have commenced or digital products have been delivered, except as expressly provided in this Agreement or an SOW.

4. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party as provided herein. Either party may terminate this Agreement or any SOW for material breach if such breach is not cured within thirty (30) days of written notice.

5. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party, whether orally or in writing, that is designated as confidential or that, by its nature, should be understood to be confidential.

6. Intellectual Property

All intellectual property rights in the Services and deliverables (excluding Client-provided materials) shall remain with Service Provider. Client is granted a non-exclusive, non-transferable license to use the deliverables for its internal business purposes.

7. Warranties and Disclaimers

Service Provider warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.

10. Entire Agreement

This Agreement, together with any SOWs, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

11. Amendments

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

New Jersey