MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement” or “MSA”) is entered into by and between Momentum BLG LLC (“Momentum BLG”) and the Client identified below (“Client”). This Agreement governs all services performed by Momentum BLG for Client, including but not limited to website design, development, SEO, SEM, branding, and digital services.

1. Purpose and Relationship

Client desires to engage Momentum BLG for a project.

2. Services

Services to be defined by a Statement of Work

3. Statements of Work (SOW)

Each SOW defines project scope, deliverables, timeline, pricing, and acceptance criteria.

4. Term

This Agreement remains in effect until terminated by either Party.

5. Client Responsibilities

Provide timely access to systems, accounts, content, and personnel

Provide approvals and feedback promptly

Ensure supplied content is owned or legally licensed

Maintain third-party accounts (hosting, domains, advertising platforms)

6. Payment Terms

Project deposits are required before work begins

Monthly services are billed in advance

Late payments over 10 days may pause services

7. Change Orders

Out-of-scope work requires a written Change Order. Unless stated otherwise, additional work is billed at $95/hr.

8. Intellectual Property

Client owns final deliverables upon full payment. Momentum BLG retains ownership of internal tools, frameworks, and pre-existing IP.

9. Confidentiality

Both Parties agree to protect confidential information. If an NDA exists, it governs confidentiality. Momentum BLG will never disclose non-confidential information without permission.

10. Warranties

Momentum BLG warrants that work will be performed professionally

Client warrants that the provided materials do not infringe third-party rights

11. Limitation of Liability

Momentum BLG’s liability is limited to the total fees paid under the applicable SOW.

12. Indemnification

Each Party indemnifies the other for damages arising from breach, negligence, or IP violations.

13. Termination

Either Party may terminate with 30 days written notice. The client must pay for all completed work.

14. Portfolio Use

Momentum BLG may showcase non-confidential work unless Client objects in writing.

15. Dispute Resolution

Parties agree to attempt informal resolution, then mediation in Texas if necessary.

16. Governing Law

This Agreement is governed by the laws of the State of Texas.

17. Assignment

Neither Party may assign this Agreement without the written consent.

18. Notices

Notices must be provided in writing to the Parties’ designated contact addresses.

19. Entire Agreement

This MSA, including SOWs and NDAs, constitutes the full agreement.