Silesky Marketing

Master Service Agreement

These Terms & Conditions (“Agreement”) govern all products and services provided by Silesky &
Company, LLC, doing business as Silesky Marketing (“Agency”), and are governed by the laws of the
State of Maryland.
WHEREAS, the Agency is in the business of providing marketing services, including but not limited to
advertising, creative design, and media placement; and
WHEREAS, the Client desires to engage the Agency to provide certain marketing services as described
in this Agreement, and any associated Statement of Work (“SOW”), and the Agency agrees to provide
such services under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the
Parties agree as follows:

I. INTRODUCTION & SCOPE

1. Acceptance

The Client demonstrates acceptance of this Agreement and any speci c SOW by signing the applicable
SOW. Such acceptance con rms the Client’s agreement to the terms and conditions of this MSA, the
SOW, and the Payment Policy. The Parties agree that electronic signatures shall be deemed as legally
binding and enforceable as original signatures.

2. Definition

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

Agency: Refers to Silesky & Company, LLC, a Maryland limited liability company.
Client: Refers to Client Name, the entity engaging the Agency for marketing services.
Deliverables: Refers to all work products, materials, and outputs created by the Agency as
speci ed in an SOW.
Statement of Work (SOW): Refers to a document executed by both Parties that outlines the
speci c services, deliverables, timelines, and fees for a particular project.
Intellectual Property: Refers to all copyrights, trademarks, patents, trade secrets, and other
proprietary rights associated with the Deliverables or any materials created under this
Agreement

3. Scope of Work & Change Orders

All services to be provided by the Agency are detailed in the separate SOW. Any changes to the scope
of services, deliverables, or timelines must be documented through a formal “Change Order.” Change
Orders must:
Be in writing;
Be signed by both Parties; and
Specify any additional fees or adjustments to the project timeline.
The Agency may accommodate expedited changes upon mutual agreement, which may incur additional
fees. Any disputes speci cally related to a Change Order shall rst be addressed through mediation,
with Maryland as the governing jurisdiction.

4. Single Point of Contact

The Client will appoint one (1) authorized point of contact (“POC”) to manage all day-to-day
communications, approvals, and decisions under this Agreement. The Agency may rely on the POC’s
instructions and approvals as binding on the Client, including approval of deliverables and authorization
to sign or accept proposals, statements of work, and change orders.
The Agency may include other Client personnel in communications for context, but only the POC’s
direction is binding unless otherwise agreed in writing. “In writing” includes email.

The Client may replace the POC by notifying the Agency in writing; the change is effective once
acknowledged by the Agency (email is suf cient). If the POC is unavailable for more than ve (5)
business days, the Agency may escalate decisions to a named alternate provided by the Client. The
Agency is not responsible for delays or costs arising from con icting or unauthorized directions from
non-POC personnel.

5. Project Approval

Silesky Marketing will issue an electronic proof for any work we do. Digital images of the nal project
will be included for review and approval by the Client. Approval is considered received when the proof
is signed electronically and received by Silesky Marketing.

Our policy is to provide two sets of revisions. Any additional revisions will be billed at our customary
hourly rate.

At the time of approval, a nal invoice will be sent to the Client which is payable upon receipt. Any
invoice issues must be submitted in writing within 10 days of the invoice date.

II. PROJECT OPERATIONS & RESPONSIBILITIES

1. Client Responsibilities

All timelines speci ed in an SOW are good-faith estimates and are contingent upon the Client ful lling
its responsibilities, including but not limited to providing timely materials, feedback, and approvals. The
Agency shall not be held liable for delays caused by the Clients failure to meet its obligations. Any
amendments to the project deadlines must be agreed upon in writing by both Parties. Such
amendments may include adjustments to the project scope, timeline, or fees, as necessary.

2. Project Timelines

III. SERVICE SPECIFIC TERMS

1. Website Development

Client Content Obligations:
The Client shall provide all necessary website content, including but not limited to content overview/
background of the company, any proprietary images that need to be incorporated into the site, logo
graphics and other materials, by the deadlines speci ed in the applicable Statement of Work (SOW).
The Client acknowledges that the timely provision of such content is essential for the Agency to meet
the project timeline.

Delays Due to Client:
If the Client fails to provide the required content by the speci ed deadlines, the Agency reserves the
right to:
Suspend work on the project until the content is received; and/or
Bill the Client for additional fees incurred as a result of the disruption to the project schedule.
Such fees may include, but are not limited to, costs associated with rescheduling resources or
extending project timelines.

Suspension of Work:
In the event of a suspension of work due to Client delays, the Agency shall provide written notice to the
Client. Work shall resume only upon receipt of the required content and mutual agreement on any
revised timelines or fees.

2. Third Party Service Disclaimer

No Responsibility for Third-Party Services:
The Agency shall not be responsible for the performance, terms, security, or functionality of any third-
party services, including but not limited to web hosting providers, software plugins, payment gateways,
or other external platforms integrated into the Clients website. The Client acknowledges that the use of
such third-party services is at their own risk.

Integration Assistance:
While the Agency may assist in the integration of third-party services as part of the scope of work
outlined in the SOW, any subsequent troubleshooting, maintenance, or support for such services is
explicitly outside the scope of this Agreement. The Client may engage the Agency for such additional
support under a separate agreement or Change Order, subject to additional fees.

IV. FINANCIAL TERMS

All project-specific fees, including but not limited to the total cost, deposit amount, payment schedule,
and any other financial details, are exclusively defined and governed by the applicable Statement of
Work (SOW) for each project. The Client acknowledges that the SOW serves as the sole document
outlining these financial terms, and any modifications to such terms must be agreed upon in writing by
both Parties.

Annual Rate Adjustment. For any services provided on a recurring or retainer basis, the fees shall
automatically increase by ten percent (10%) on each anniversary of the effective date of the applicable
Statement of Work (the “Adjustment Date”). This increase is intended to account for inflation and
increased operational costs. The Agency is not required to provide additional notice for this automatic
adjustment to take effect, and the adjusted fees shall be reflected in the first invoice issued following
the Adjustment Date.

The attached “Silesky & Company Payment Policy” is hereby incorporated by reference into this
Agreement. All matters related to payment methods, late fees, retainer services, and default procedures
are governed by the terms of the Payment Policy. By entering into this Agreement, the Client
acknowledges receipt of and agreement to the Payment Policy. The Client further agrees that the
Payment Policy shall be binding and enforceable under the laws of the State of Maryland. Any disputes
arising from or related to the Payment Policy shall be resolved in accordance with the governing law
and dispute resolution provisions outlined in this Agreement.

V. INTELLECTUAL PROPERTY

1. Agency Intellectual Property

The Agency retains sole and exclusive ownership of all preliminary work, concepts, and the underlying
tools, methodologies, code, and processes (collectively, “Agency IP”) used in the creation of the final
Deliverables. Agency IP includes, but is not limited to, templates, frameworks, proprietary software,
algorithms, and any other materials developed by the Agency prior to or outside the scope of this
Agreement. The Client acknowledges that the Agency IP remains the sole property of the Agency, even if incorporated into the final Deliverables, and the Client shall have no rights to use the Agency IP
separately from the Deliverables.

Upon the Agency’s receipt of full and final payment for a project, the Agency grants the Client a license
to use the final Deliverables. The nature and scope of this license, including whether it is perpetual,
non-exclusive, or exclusive, shall be defined in the applicable Statement of Work (SOW). Unless
otherwise specified in the SOW, the license granted to the Client is non-transferable and limited to the
purposes outlined in the SOW. The Client agrees that any use of the Deliverables outside the scope of
the license shall require prior written consent from the Agency and may be subject to additional fees.

2. Portfolio License from Client

The Client grants the Agency a perpetual, worldwide, non-exclusive, royalty-free license to display the
final Deliverables in the Agency’s portfolio, case studies, website, and other promotional materials. This
license is limited to showcasing the Agency’s work and does not grant the Agency the right to sell,
sublicense, or otherwise distribute the Deliverables to third parties. The Agency agrees to use
commercially reasonable efforts to ensure that any confidential or proprietary information of the Client is
not disclosed in such promotional materials

3. Intellectual Property Transfer

The Client may, at its sole discretion, request to purchase full ownership of the Intellectual Property in
the final Deliverables. Such a transfer of ownership shall require a separate written agreement between
the Parties and shall be subject to a one-time “buy-out” fee to be negotiated in good faith by both
Parties. Until such an agreement is executed and the buy-out fee is paid in full, the Agency retains all
ownership rights in the Intellectual Property.

VI. LEGAL PROVISIONS & RISK MANAGEMENT

1. Term and Termination

Term: This Agreement shall commence on the Effective Date and shall remain in effect until
terminated in accordance with the provisions below:
• Termination for Material Breach: Either Party may terminate this Agreement or any applicable
SOW in the event of a material breach by the other Party. The non-breaching Party must
provide written notice of the breach, and the breaching Party shall have thirty (30) days from
receipt of such notice to cure the breach. If the breach is not cured within this period,
termination shall become effective immediately upon the expiration of the cure period.
• Termination for Convenience: Either Party may terminate this Agreement or any applicable
SOW for convenience by providing sixty (60) days prior written notice to the other Party. If the
Client terminates for convenience, the Client shall pay the Agency a “kill fee” as specified in the
applicable SOW to compensate for work performed and resources allocated up to the
termination date.
• Immediate Termination: Either Party may terminate this Agreement immediately upon written
notice if the other Party becomes insolvent, files for bankruptcy, or has a bankruptcy petition
filed against it that is not dismissed within thirty (30) days.
• Effect of Termination: Termination of this Agreement shall not relieve the Client of its obligation
to pay for services rendered or expenses incurred by the Agency prior to the effective
termination date. Upon termination, the Agency shall deliver to the Client any completed
Deliverables for which payment has been received, subject to the terms of this Agreement

2. Disclaimer of Warranties

ALL SERVICES AND DELIVERABLES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “ASIS” AND “WITH ALL FAULTS.” THE AGENCY EXPRESSLY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, AND NON-INFRINGEMENT. THE CLIENT ACKNOWLEDGES THAT THE AGENCY DOES NOT
GUARANTEE THE RESULTS OR OUTCOMES OF ANY SERVICES OR DELIVERABLES PROVIDED
UNDER THIS AGREEMENT

3. Limitation of Liability

By the Client: The Client agrees to indemnify, defend, and hold harmless the Agency, its affiliates, and
their respective officers, directors, employees, agents, and representatives (collectively, the
“Indemnified Parties”) from and against any and all claims, actions, demands, lawsuits, damages,
losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and court costs, arising out
of or related to:
Covered Claims:
• Any materials, content, or information provided by the Client that infringes upon or violates any
third-party intellectual property rights, proprietary rights, or applicable laws;
• The Client’s use of the Deliverables in a manner not permitted by this Agreement or the
applicable Statement of Work (SOW); or
• Any acts or omissions by the Client, its employees, agents, or contractors in connection with the
performance of this Agreement that result in personal injury, property damage, or violation of
applicable laws

Conditions of Indemnification:
The Agency’s right to indemnification under this Section 6.4 is subject to the following conditions:
• The Agency must promptly notify the Client in writing of any claim, provided that any delay in
notification shall not relieve the Client of its obligations under this Section except to the extent
the delay materially prejudices the Client’s ability to defend the claim.
• The Client shall have sole control over the defense and settlement of the claim, provided that
the Client shall not settle any claim in a manner that imposes any obligation, liability, or
admission of fault on the Agency without the Agency’s prior written consent, which shall not be
unreasonably withheld.
• The Agency shall provide reasonable assistance, at the Client’s expense, in the defense of the
claim.

Exclusions:
The Client shall have no obligation to indemnify the Agency for any claim to the extent it arises from:
• The Agency’s gross negligence, willful misconduct, or fraud;
• Modifications to the Deliverables made by the Agency or any third party without the Client’s prior
written consent; or
• The combination of the Deliverables with any third-party products, services, or materials where
the infringement or damage would not have occurred but for such combination.
Remedies:
If any claim covered under this Section 6.4 is brought against the Agency, the Client may, at its sole
expense and discretion:
• Procure for the Agency the right to continue using the materials or content provided by the
Client;
• Modify the materials or content to make them non-infringing or compliant with applicable laws,
provided that such modification does not materially diminish the functionality or value of the
materials; or
• Replace the materials or content with a non-infringing or compliant alternative of equivalent
functionality and value. If none of the foregoing options is commercially reasonable, the Client
may terminate the applicable SOW and reimburse the Agency for any fees paid for the affected
Deliverables.
By the Agency: The Agency agrees to indemnify, defend, and hold harmless the Client, its affiliates,
and their respective officers, directors, employees, agents, and representatives (collectively, the
“Indemnified Parties”) from and against any and all claims, actions, demands, lawsuits, damages,
losses, liabilities, costs, and expenses, including reasonable attorneys’ fees and court costs, arising
directly from any third-party claim that the original work created and delivered by the Agency under this
Agreement infringes or misappropriates any valid patent, copyright, trademark, trade secret, or other
intellectual property right of a third party, provided that:
Conditions of Indemnification:
• The Client promptly notifies the Agency in writing of the claim, provided that any delay in
notification shall not relieve the Agency of its obligations under this Section except to the extent
the delay materially prejudices the Agency’s ability to defend the claim.
• The Agency has sole control over the defense and settlement of the claim, provided that the
Agency shall not settle any claim in a manner that imposes any obligation, liability, or admission
of fault on the Client without the Client’s prior written consent, which shall not be unreasonably
withheld.
• The Client provides reasonable assistance, at the Agency’s expense, in the defense of the
claim.
Exclusions: The Agency shall have no obligation to indemnify the Client for any claim to the extent it
arises from:
• Materials, specifications, or instructions provided by the Client;
• Modifications to the original work made by the Client or any third party without the Agency’s
prior written consent; or
• The combination of the original work with any third-party products, services, or materials where
the infringement would not have occurred but for such combination.
Remedies: If any original work created by the Agency is found to infringe or is likely to be found to
infringe a third party’s intellectual property rights, the Agency may, at its sole expense and discretion:
• Procure for the Client the right to continue using the original work;
• Modify the original work to make it non-infringing, provided that such modification does not
materially diminish the functionality or value of the work; or
• Replace the original work with a non-infringing alternative of equivalent functionality and value.
If none of the foregoing options is commercially reasonable, the Agency may terminate the
applicable Statement of Work and refund to the Client any fees paid for the infringing work.
Exclusive Remedy: This Section states the Client’s sole and exclusive remedy, and the Agency’s
entire liability, for any claims of intellectual property infringement arising from the original work created
by the Agency under this Agreement.

VII. DISPUTE RESOLUTION

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties
agree to first attempt to resolve the matter through mandatory, good-faith mediation. Mediation shall be
conducted by a mutually agreed-upon mediator, and the costs of mediation shall be shared equally by
the Parties. If the dispute is not resolved through mediation within thirty (30) days of the initial mediation
session, either Party may pursue legal remedies as provided in Section 6.6.

This Agreement shall be governed by and construed in accordance with the laws of the State of
Maryland, without regard to its conflict of law principles. Each Party irrevocably consents to the
exclusive jurisdiction and venue of the state and federal courts located in Anne Arundel County,
Maryland, for the adjudication of any dispute arising out of this Agreement. Each Party hereby waives
any objection to the laying of venue of any such suit, action, or proceeding in such courts and agrees
not to plead or claim that any such suit, action, or proceeding has been brought in an inconvenient
forum.

VIII. GENERAL PROVISIONS

This Agreement, including the Marketing Services Agreement (MSA), all applicable Statements of Work
(SOWs), and the Silesky & Company Payment Policy, constitutes the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations, and communications, whether written or oral. No
amendment, modification, or waiver of any provision of this Agreement shall be effective unless made
in writing and signed by authorized representatives of both Parties. In the event of a conflict between
the terms of this Agreement and any SOW, the terms of this Agreement shall control unless explicitly
stated otherwise in the SOW.

Confidentiality

Mutual Obligations: Both Parties agree to maintain the confidentiality of all non-public, proprietary, or
confidential information disclosed by the other Party in connection with this Agreement (“Confidential
Information”). Confidential Information includes, but is not limited to, business plans, marketing
strategies, financial data, technical information, and any other information marked or identified as
confidential at the time of disclosure.

Each member of our team has signed an internal NDA excluding them from discussing a clients project
outside the scope of their communications with our team and with that of the client.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly
available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure
by the disclosing Party; (c) is independently developed by the receiving Party without use of or
reference to the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law,
regulation, or court order, provided that the receiving Party gives prompt written notice to the disclosing
Party to allow for a protective order or other remedy to be sought.

Duration: The obligations of confidentiality shall survive the termination or expiration of this Agreement
for a period of three (3) years.

Notices

All notices, requests, consents, and other communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b)
when sent by certified mail, return receipt requested, postage prepaid; or (c) when sent by a nationally
recognized overnight courier service, in each case to the addresses specified in the applicable SOW or
as otherwise designated in writing by the Parties. Notices shall be effective upon receipt.

Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement
(except for payment obligations) if such failure or delay is caused by events beyond the reasonable
control of the affected Party, including but not limited to acts of God, natural disasters, pandemics,
epidemics, acts of government, war, terrorism, labor disputes, power outages, or other similar events
(“Force Majeure Event”). The affected Party shall promptly notify the other Party in writing of the
occurrence of the Force Majeure Event, its expected duration, and the steps being taken to mitigate its
effects. The affected Party shall use commercially reasonable efforts to resume performance as soon
as practicable. If the Force Majeure Event continues for more than sixty (60) days, either Party may
terminate this Agreement upon written notice to the other Party without further liability, except for
payment of fees for services rendered prior to the effective date of termination.

Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its termination or expiration,
the Client agrees that it shall not, directly or indirectly, solicit for hire, employ, or otherwise engage any
employee or contractor of the Agency who has worked on the Clients project under this Agreement.
This restriction applies whether the solicitation is made on the Clients own behalf or on behalf of any
third party.

Exceptions

The foregoing restriction shall not apply to: General solicitations for employment not specifically
directed at the Agency’s employees or contractors, such as advertisements in newspapers, job boards,
or other public forums; or Situations where the Agency provides prior written consent to the Client for
such solicitation or engagement.

Acknowledgment

The Client acknowledges that the Agency’s employees and contractors possess unique skills, training,
and knowledge that are critical to the Agency’s business operations. The Client further agrees that the
restrictions set forth in this Section 7.5 are reasonable and necessary to protect the Agencys legitimate
business interests.

Remedies

In the event of a breach or threatened breach of this Section 7.5, the Agency shall be entitled to seek
injunctive relief, specific performance, or any other equitable remedies available under applicable law,
in addition to any other remedies available at law or in equity. The Client agrees that monetary
damages alone would not be an adequate remedy for such a breach.