Master Services Agreement & Scope of Work
Last modified: April 22, 2024
Services Agreement
Acceptance of terms: This agreement (the “Agreement”) govern the services (“Services”) provided by Playbookz (“Vendor”). By accessing submitting your payment on our payment page, you agree to comply with and be bound by this Agreement. The Party submitting payment is the client (“Client”). This Agreement may be overridden by another services agreement if both Parties sign the alternative agreement.
Services agreement & scope of work: This Agreement constitutes both a services agreement and the scope of work.
Services provided & scope of deliverables
The Client hereby agrees to engage the Vendor to provide the Client with the following services (the “Services”): content strategy services. The Vendor will provide content strategy services strictly limited to the following deliverables.
One-time deliverables (delivered once and refreshed as needed)
- Customer content behavior research
- Customer content avatar building
- Content channel strategy
- SEO keyword research
- List of vetted content talent (if needed)
Monthly deliverables
- Monthly content calendar to include:
- Plans for up to 10 large pieces of content per week (blog posts, long social media threads, long-form videos, webinars, white papers, email newsletters)
- Plans for up to 10 short pieces of content per week (short-form social media posts, short-form videos)
- Content brief & support research (if needed) for every piece of content
Ongoing deliverables
- Email & chat consulting support during regular U.S. business hours
Provisions for deliverables
- All deliverables will be delivered inside the software Notion. While the Vendor may create pages inside Notion that function similarly to documents, no external documents will be exchanged.
- Content “plans” are entries in a monthly content calendar and are not required to be separate documents. Each “plan” will have its own Notion page that includes details.
- All content “plans” include titles and primary headlines. “Plans” for long-form, text-based content will include suggested titles, headings and subheadings. “Plans” for long-form video will include suggested titles and only; qualitative suggestions will be optional. “Plans” for short-form content will include suggested titles or topics only.
Payment
Retainer: In consideration of the services listed above, the Client shall pay the Vendor a retainer in the amount reflected on the payment page.
Payment schedule: The client agrees to recurring, automatic payments.
Additional invoices: If recurring, automatic payments cannot be used for any reason, the Vendor will invoice the Client, and the client agrees to pay invoices upon receipt.
Currency: The amounts referred to in this agreement are USD (United States Dollars).
Terms and conditions
Term: The term of this Agreement (the “Term”) will begin on the date of this Agreement, which is the date on which the first payment is submitted through the payment page, and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
Termination: This Agreement can be terminated at any time by either Party. If either Party wishes to terminate this Agreement, that Party will be required to provide written notice to the other Party.
Breaches: In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may require the defaulting party to indemnify the non-defaulting Party against all reasonable damages.
Obligations of the Vendor: Except otherwise provided in this Agreement, the obligations of the Vendor will end upon the termination of this Agreement.
Confidentiality
Confidentiality and disclosure: The Vendor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information the Vendor has obtained, except as authorized by the Client or required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon the termination of this Agreement.
Intellectual property
Intellectual property rights: All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this agreement will be the property of the Vendor. The Client is granted non-exclusive limited-use license of this Intellectual Property.
Copyright: Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Vendor.
Right of substitution
Third-party contractors: Except as otherwise provided in this Agreement, the Vendor may, at the Vendor’s absolute discretion, engage a third party sub-contract to perform some or all of the obligations of the Vendor under this Agreement, and the Client will not hire or engage any third parties to assist with the provision of Services.
Agent of the Vendor: For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Vendor.
Autonomy
Hours and methods: Except as otherwise provided in this agreement, the Vendor will have full control over working time, methods, and decision making in relation to the provision of the Services in accordance with the Agreement. The Vendor will work autonomously and not at the discretion of the Client. However, the Vendor will be responsive to the reasonable needs and concerns of the Client.
Indemnification
Indemnification: Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Notice
Communication of notices: All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Vendor at the following email address: perrin@playbookz.co
Modification of agreement
Prerequisites for modification: Contract amendments are only available if the Client is on the highest pricing tier (the “Enterprise Plan”). In order to request amendments to this Agreement, or to request an alternative agreement to override this Agreement, the Client must be on the Enterprise Plan.
Amendments: Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.