THIS MASTER SERVICES AGREEMENT (the “Agreement”) is entered into by and between FUSION NOW, LLC, located at, 10150 N Ambassador Drive, Suite 202 Kansas City, MO 64153 (“FUSION”), and the client as referenced on the Service Agreement Acknowledgement (“CLIENT”) (collectively, the “Parties”), effective on the date of the Signed Service Agreement Acknowledgement (the “Effective Date”). 

R E C I T A L S: 

FUSION is in the business of providing digital marketing and recruiting services. 

CLIENT desires to retain FUSION provide such services in accordance with the terms and conditions of this Agreement. 

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the sufficiency and adequacy of which is expressly acknowledged, the Parties agree as follows: 

  1. SERVICES. FUSION shall provide to CLIENT the marketing, recruiting, and other consulting or advisory services described below in this Section 1. FUSION shall provide all such Services in a commercially reasonably manner.  The marketing portion of the services to be performed by FUSION include, but are not limited to, managing the relationships with lead generation and marketing vendors as well as branding (the “Marketing Services”). The recruiting portion of the services to be performed by FUSION include, but are not limited to, recruiting commercial driver licensed drivers (the “Recruiting Services” and collectively with the Marketing Services, the “Services”). FUSION makes no warranty, express or implied, representation, or agreement as to the outcome, performance, or success (perceived or otherwise) of the Services.
  2. INDEPENDENT PARTIES. Both FUSION and CLIENT understand and agree that FUSION’s relationship with CLIENT is that of independent contractor and nothing in this Agreement shall be deemed to constitute, create, give effect to or otherwise imply a joint venture, partnership, or business organization of any kind. CLIENT shall not hold itself out or otherwise represent itself to any person or entity as anything other than a FUSION client.  CLIENT shall not be entitled to any of the benefits that FUSION may make available to its employees, including group insurance, stock options, profit-sharing or retirement benefits. CLIENT shall be solely responsible to comply with all applicable local, state, and federal laws governing self-employed individuals or employees or partnerships, corporations or other business entities, including obligations such as payment of federal, state and local taxes, employment taxes, social security, disability and other contributions attributable to the Services provided by FUSION under this Agreement. FUSION has no authority to carry out any agreement on behalf of the CLIENT and shall not hold itself out as having such authority.  
  3. COMPENSATION. CLIENT shall pay to FUSION the fees and costs set forth on Exhibits A and B, attached hereto and made a part hereof. Further, CLIENT agrees to make payment to FUSION as set forth on Exhibit A.  The Parties contemplate that Exhibits A and B shall be modified from time to time. In such event, the Parties shall simply create an amended Exhibit A or Exhibit B, sign it, insert the appropriate date, and attach it to this Agreement.
  4. TERM. For Marketing Services, this Agreement shall commence on the Effective Date and shall continue for a term of one month. If no cancelation notice is provided by CLIENT, the Agreement shall automatically renew for subsequent three-month terms unless either Party gives notice of non-renewal at least 30 days prior to the expiration of the then-current term.  For Recruiting Services, CLIENT shall choose a term period as set forth on Exhibit A.  Notwithstanding any provision in this Agreement to the contrary, either Party may terminate this Agreement upon 30 days prior written notice. If no cancelation notice is provided by CLIENT, the Agreement shall automatically renew for subsequent three-month terms unless either Party gives notice of non-renewal at least 30 days prior to the expiration of the then-current term.
  5. TERMINATION FOR CAUSE. Either Party may terminate this Agreement if the other Party commits a material breach of the Agreement that is not cured within seven calendar days, or such other time period as agreed by the Parties in writing.
  6. NO ASSIGNMENT. This Agreement and the rights, obligations, and remedies hereunder (including any amounts to be paid or received hereunder) shall not be assignable, transferable or delegated by CLIENT, in whole or in part without FUSION’s prior written approval. FUSION may assign or otherwise transfer its rights, obligations, and remedies under this Agreement to its Affiliates or to a third party, including to any successor by asset or equity interest purchase or by merger, without the consent of CLIENT. Any assignment in contravention of this Section 6 shall be void ab initio.  Subject to all other provisions here contained, this Agreement shall be binding on the Parties and their successors and permitted assigns.
  7. NON-EXCLUSIVE RELATIONSHIP. It is understood that the Services which FUSION provides are available to the public (subject to Section 8 and 9 below) and not to CLIENT exclusively. FUSION may be retained by, perform services for, or provide any and all other services to other clients, persons, businesses, entities or government bodies in its sole discretion.  
  8. CONFIDENTIALITY. FUSION and CLIENT shall keep confidential, both during the term of this Agreement and for five years after its termination, all information obtained from the other Party with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes, product costs and all other matters pertaining to the CLIENT or FUSION that is confidential in nature (collectively, the “Confidential Information”), and will not disclose any Confidential Information to any person, firm, corporation or other entity for any purpose or reason whatsoever.  FUSION or CLIENT shall be entitled to seek an injunction in the event of a breach or threatened breach of this Section 8.
  9. NON-SOLICITATION. CLIENT agrees that during the term hereof and for a period of two years immediately following termination of Services to CLIENT, CLIENT shall not (i) directly or indirectly solicit, attempt to solicit, induce or attempt to induce a FUSION employee to accept employment, independent contractor position, consult with or otherwise associate with CLIENT or any entity with which CLIENT shall have become affiliated, or (ii) directly or indirectly solicit, attempt to solicit, induce or attempt to induce FUSION clients or potential clients to cease doing business with FUSION and/or cease to provide any service whatsoever to any and all FUSION customers or clients, or to prevent potential clients from entering into business relationships with FUSION. Clients and potential clients shall be broadly construed to include any individual, company, business entity or enterprises to whom FUSION provided any service, with whom FUSION had any business relationship, or who were prospective clients of FUSION during the term of this Agreement.
  10. INDEMNITY. CLIENT shall defend, indemnify and hold harmless FUSION from and against any and all claims, suits, liabilities, damages or expenses, including but not limited to attorneys’ fees and costs, arising out of any claim by a third party against FUSION relating to any loss, liability, damage injury, death or damage to property whatsoever caused by CLIENT (each a “Claim.”)  FUSION has the right to control the defense of any Claim; provided, however, CLIENT may, at its election and at any time (if feasible), take control of the defense and investigation of any Claim at the cost and expense of CLIENT.  Upon FUSION’s request, CLIENT will reasonably cooperate in such defense and CLIENT will reimburse FUSION for its reasonable third-party out-of-pocket expenses in providing such cooperation.  CLIENT will provide prompt notification of any Claim; provided, however, that any delay by such Party in giving such notice will not relieve CLIENT of its obligations under this Agreement except to the extent that FUSION demonstrates actual damage caused by such delay.
  11. SURVIVAL. The provisions of Sections 8 and 9 shall survive the termination of this Agreement. 
  12. ARBITRATION. Any controversy or claim other than a claim for indemnification under Section 10 or for injunctive relief for a violation of Sections 8 or 9, arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration conducted by JAMS in Kansas City Missouri, or an agreed upon arbitrator, by a single arbitrator under such organization’s rules for commercial arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party will be entitled to receive from the non-prevailing party all damages and expenses, including reasonable attorneys’ fees and costs incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that Party who may be fairly said by the arbitrator to have prevailed on the major disputed issues. 
  13. NOTICES. Any notice, demand, request, or other communication required or permitted to be given under this Agreement must be made in writing, addressed to the Party to receive notice at its address set forth below or at such other address as a Party may hereafter designate by written notice to the other Party in the manner provided here, and will be deemed given and received:  (a) upon receipt if delivered personally; (b) on the next business day after delivery to a nationally-recognized overnight courier service; (c) on the third business day after deposit with the U.S. Postal Service if sent by certified or registered mail, return receipt requested; or (d) to the extent applicable, on the date and by such other method as may be expressly permitted in this Agreement for certain communications., as follows:

                                                   If to FUSION:                        Fusion Now, LLC
                                                                                                  10150 North Ambassador Drive, Suite 202
                                                                                                  Kansas City, MO 64153
                                                                                                  Attn: Lane Williams, CEO

                                                   If to CLIENT:                         CLIENT NAME
                                                                                                  (ADDRESS) 
                                                                                                  Attn: (SIGNER)

  14. ACKNOWLEDGEMENT. The Parties each acknowledge that the terms and conditions of this Agreement have been the subject of active and mutual negotiations, and that such terms and conditions should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.
  15. NON-EXCLUSIVE REMEDIES. The remedies provided to FUSION in this Agreement are not exclusive, and FUSION shall be entitled to any and all other remedies that may be available at law or in equity, by statute or otherwise, individually or in any combination thereof.  The election by FUSION of any remedy provided for in this Agreement shall not preclude FUSION from pursuing any other remedies available to FUSION at law, in equity, by contract or otherwise.
  16. ENTIRE AGREEMENT. This Agreement including any exhibits or other documents attached to this Agreement or other documents incorporated here or therein by reference are an integral part of this Agreement and shall be read and interpreted together with this Agreement as a single document.  This Agreement, consisting of all of the pages of this instrument, together with all other documents attached to this Agreement or other documents incorporated herein or therein by reference, sets forth the entire, final and exclusive agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties related to the subject matter herein.  In addition, the terms and conditions of any CLIENT-provided purchase order, purchase confirmation, invoice, quotation or other similar document shall not apply to the Services to be provided under this Agreement and shall be null and void.
  17. WAIVERS. A delay or omission by either Party here to exercise any right or power under this Agreement shall not be construed to be a waiver thereof.  A waiver by either of the Parties here of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant contained in this Agreement.  All waivers shall be in writing and signed by the Party waiving its rights. 
  18. GOVERNING LAW AND VENUE. This Agreement shall in all respects be interpreted under, and governed by, the laws of the State of Missouri including as to validity, interpretation and effect, without giving effect to the State of Missouri conflicts of laws principles.  Any legal action, suit or proceeding brought by a Party in any way arising out of or relating to this agreement shall be brought solely and exclusively in the state and federal courts located at or near Kansas City, in the State of Missouri and each Party irrevocably accepts and submits to the sole and exclusive personal jurisdiction of such courts in personam, generally and unconditionally with respect to any action, suit or proceeding brought by or against it by the other Party. 
  19. COUNTERPARTS FAXED SIGNATURES. The Parties may use any current technology, such as, DocuSign, SignNow, Pandadoc or similar software to execute this Agreement.  This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original and all of which together shall constitute the same instrument.  Counterparts may be executed in either original or faxed form, and the Parties hereby adopt as original any signatures received via facsimile. 
  20. SEVERABILITY. If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be deemed stricken and the remainder of this Agreement shall continue in full force and effect insofar as it remains a workable instrument to accomplish the original intent and purposes of the Parties, and, if possible, the Parties shall replace the severed provision with a provision that reflects the intention of the Parties with respect to the severed provision but that shall be valid and enforceable. 
  21. AMENDMENT. This Agreement shall only be amended in writing with both Parties signing any and all amendment, all other such amendments shall be void.  
  22. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely between, and can be enforced only by, FUSION and Client.  This Agreement shall not be deemed to create any rights or causes of action in or on behalf of any third parties, including employees, agents, representatives, shareholders, officers, directors, managers, contractors, suppliers or customers of a Party or any other third party entity.