MASTER SERVICES AGREEMENT

This letter agreement (“Agreement”) will confirm that CLIENT NAME (“Client”), a for-profit company incorporated in Georgia, hereby retains Cowart Company, LLC, a Georgia limited liability company (“Company”), to provide certain consulting services to Client in accordance with the terms and subject to the conditions specified herein. 

  1. General.  Subject to the terms of this Agreement, during the term of this Agreement Company shall provide to Client the following consulting services, as reasonably requested by Client:

    1. Lead Generation Strategy Development as described by the Statement of Work herein;

    2. Any future increase in scope that may be mutually agreed between Client and Company;

The Client shall provide such reasonable assistance as may be requested by Company in order to facilitate the production of the consulting services.  If Client should request Company to provide additional services not otherwise contemplated by this Agreement, Client and Company will enter into an additional agreement which will set forth the nature and scope of the services, appropriate compensation and other customary matters, as mutually agreed upon by Client and Company.

The Deliverables shall be provided by Company within the stated schedule outlined in the Statement of Work as of the commencement of this Agreement. 

It is understood and agreed by Client that: (i) Company has other clients and business activities unrelated to Client and the matters contemplated by this Agreement; (ii) Company may have additional clients and business activities in the future; and (iii) Company will allocate only a portion of its time, as deemed appropriate by Company.

  1. Compensation.  Client hereby agrees to retain Company for the purposes specified above.  The fees for such services shall be payable by Client as described in Exhibit A attached hereto and hereby made a part hereof.    

  2. Term and Termination.  The initial term of this Agreement shall be for the term as described in the Statement of Work, after which the term shall be automatically extended for successive one (1) month periods; provided, that either party may terminate this Agreement at any time by providing at least ten (30) days prior written notice to the other party (which notice shall indicate the effective termination date).  From and after the effective date of a termination, Company shall render no additional service to Client hereunder, except as may be otherwise agreed to in writing by Company and Client.

Upon termination of this Agreement the parties shall have no further obligations pursuant to this Agreement, except that the following shall continue in full force and effect regardless of any such termination:

  1. the obligations of Client with respect to any compensation earned or reimbursable expenses incurred by Company to be paid by Client to Company pursuant to this Agreement or any related agreement subsequently entered into;

  2. the obligations of Client and Company with respect to indemnification, confidentiality and accuracy of information provided, governing law and jurisdiction, waiver of right to jury trial, and potential conflicts. 

  1. Indemnity.  In partial consideration for the agreement of Company to furnish services, Client agrees to indemnification in accordance with the provisions set forth below, all of which provisions are an integral part of this Agreement and shall survive any termination of this Agreement.

  2. Use of Information and Confidentiality.  Any advice, written or oral, rendered by Company pursuant to this Agreement is provided by Company solely for the confidential use by senior management and advisory board of Client and may not be disclosed publicly without Company’s prior written consent or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor shall any public or other references to Company (or to such opinions or advice) be made without the express written consent of Company, which consent shall not be unreasonably withheld.  

All confidential and proprietary information and data furnished to Company by Client, whether oral or written, will be maintained in confidence by Company, and not disclosed to any third party, without Client’s prior written consent, except as required to perform Company’s services under this engagement, or unless disclosure is required by any applicable laws, rules and/or regulations or legal process.  Upon Client’s request, Company will destroy all confidential and proprietary information of Client in its possession, subject to Company’s need to preserve its interests hereunder or to comply with any applicable laws, rules and/or regulations or legal process. 

  1. Potential Conflicts.  Subject to Clause below, Client acknowledges and agrees that Company is engaged in a broad range of consulting services, and does not work and will not be working exclusively for Client, and agrees that it does not now nor will it in the future object to such non-exclusivity.

  2. Capacity—Independent Contractor. In providing the services under this Agreement, it is expressly agreed that the Company is acting as an independent contractor and not as an employee.  Company is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to Company under this Agreement.  

  3. Notice.  Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be sent by email, facsimile transmission or FedEx or similar reputable overnight courier, to the party to receive the same, at the address or to the email address or facsimile number set forth with respect to such party below, or at such other address as may be specified from time to time by a party in writing.  Any notice shall be deemed delivered upon actual receipt:

If to Client:

Name:

Company Name

Address:

Email: 

If to Company:

℅ Mr. Simon Cowart

Owner

Cowart Company, LLC

301 Mackenzie Drive

Atlanta, GA, 30312

Email –

Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which constitute one and the same instrument.

  1. No Third Party Beneficiaries; No Fiduciary Duty.  This Agreement has been and is made solely for the benefit of Client, Company and its respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.  It is acknowledged and agreed that Client’s engagement of Company hereunder is not intended to confer rights upon any person not a party hereto (including employees or creditors of Client) as against Company or its affiliates, or their directors, officers, employees or agents.  Company, as an independent contractor under this letter agreement, shall not assume the responsibilities of a fiduciary to Client in connection with the performance of Company’s services hereunder, and any duties of Company arising out of its engagement shall be owed solely to Client

  2. Miscellaneous.

    1. This Agreement (including all Exhibits hereto) incorporates the entire understanding of the parties with respect to the subject matter of this Agreement, and may not be modified, amended or supplemented except by written agreement executed by both parties hereto.

    2. This Agreement amends and supersedes all prior agreements of the parties with respect to the subject matter herein, and in the event of any conflict or ambiguity between the terms of any such prior agreement and this Agreement, the terms of this Agreement shall control.

    3. This Agreement and any related documents shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to the principles of conflicts of law.  Client irrevocably and unconditionally submits to the non-exclusive jurisdiction of any Federal or state Court sitting in the city of Atlanta, GA for the purpose of any suit, action or other proceeding arising out of this Agreement or Company’s engagement hereunder.  

    4. If any provision of this Agreement shall contravene or be held invalid under the laws of any jurisdiction, this Agreement shall be construed as if not containing that provision.

    5. Client hereby waives any right it may have to a trial by jury in respect of any claim brought by or on behalf of either party based upon, arising out or in connection with this agreement, Company’s engagement hereunder or the consulting services contemplated hereby.

    6. Representations. Company represents and warrants to the Client that Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all necessary corporate power and authority, and holds all necessary approvals, licenses and registrations, in order to carry on its business, execute this Agreement and perform its obligations under this Agreement. 

    7. Client represents and warrants to the Company that Client is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all necessary corporate power and authority, and holds all necessary approvals, licenses and registrations, in order to carry on its business, execute this Agreement and perform its obligations under this Agreement.

If the foregoing correctly sets forth our understanding, please indicate by signing below and returning an executed copy to me.