Astuteo Knowledge Base

What is included in Astuteo's Master Services Agreement (MSA)?

Updated by Matt Everson on Mar 12, 2025

This Master Services Agreement is provided as a general reference only and does not constitute a legally binding document. Actual terms may vary based on specific client engagements. Please contact Astuteo directly to discuss current terms for your particular project.

This Master Services Agreement is effective as of [EFFECTIVE DATE] and is between ASTUTEO LLC ("Astuteo") and [CLIENT NAME] ("Client"). The parties agree as follows:

Statements of Work

Astuteo shall provide Client the services and Deliverables described in any document that references this agreement, details the fees for such work, and is signed by the parties (each an "SOW"). Upon signing, each SOW becomes part of this agreement. If an SOW conflicts with this agreement, the terms of the SOW control the work described in the SOW.

Fees and Invoicing

Fees: In consideration of the Services to be performed by Astuteo, Client shall pay to Astuteo fees in the amounts and according to the payment schedule set forth in the SOW, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule. Services provided outside the scope of an SOW will be billed at Astuteo's applicable hourly rates.

Additional Costs: The Project pricing includes Astuteo's fee only. Any and all outside costs approved by Client including, but not limited to, equipment rental, photographer's costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the SOW.

Invoices: All undisputed invoices are payable within 30 days of receipt. If Client disputes any amount invoiced, Client must give Astuteo written notice describing the dispute in reasonable detail prior to the date the invoice is due. Client may not dispute invoices after the invoice due date. Client shall be responsible for all collection or legal fees necessitated by late or default in payment of undisputed amounts. Astuteo reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not paid in full.

Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works ("Confidential Information"). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the SOW except as may be required by a court or governmental authority.

Client Responsibilities

Required Resources 

Client shall:

  1. Timely provide Client Materials necessary for Astuteo's performance of its services;
  2. Ensure that Client stakeholders are available and responsive over the course of the project;
  3. Ensure that all Client feedback and approvals are provided through a single point of contact; and
  4. Provide any access necessary for Astuteo to perform its services.

Client Content 

Client acknowledges that it shall be responsible for the provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the SOW.

Rights Client represents, warrants and covenants to Astuteo that:

  1. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content
  2. To the best of Client's knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.

Proofreading 

Client acknowledges that it shall be responsible for all final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

Substantive Changes

If Client requests or instructs Changes that amount to a revision in excess of the time required to produce the Deliverables as outlined in the SOW, and or the value or scope of the Services, Astuteo shall be entitled to submit a new and separate SOW to Client for written approval. Work shall not begin on the revised services until a fully signed revised SOW is received by Astuteo.

Nature of Relationship

Astuteo is an independent contractor and not Client's partner. The parties are not engaged in a joint venture. Astuteo's employees are not to be considered Client's employees for any purpose. Astuteo is solely responsible for the means and manner of performing the services.

Term and Termination

This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties. In the event of termination solely for Client's convenience, Astuteo shall be compensated for the Services performed through the date of termination in the amount of:

  1. The Advance Payment or
  2. Hourly fees for work performed by Astuteo or Astuteo's agents as of the date of termination, whichever is greater.

Limitation of Liability

The services and work product of Astuteo are sold "as is." In all circumstances, the maximum liability of a party, its directors, officers, employees, agents and affiliates, to the other party for damages for any and all causes whatsoever, and client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total fees payable by Client pursuant to the SOW that is subject to dispute. In no event shall either party be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided, even if a party has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Industry Exclusivity Notice

Astuteo reserves the right to engage with companies in Client's industry, including direct competitors, without restriction. Upon request for services from Client's direct competitors, Astuteo shall provide Client written notice and the opportunity to secure industry exclusivity through a separate Industry Exclusivity Agreement. Such agreement, if executed, may require a minimum annual commitment from Client in exchange for Astuteo's non-engagement with specified competitors.

This Agreement

This Agreement was negotiated by sophisticated parties and will not be construed in favor of or against either party. If any term of this Agreement is determined to be unenforceable, the remainder of this Agreement will not be affected. By signing below, the parties accept this agreement.