Master Services Agreement (MSA)

This Master Services Agreement (the “MSA”) is made by and between Crandon Partners LLC, a Florida Limited Liability Company, with its principal place of business at 709 Crandon Blvd, Key Biscayne, FL, 33149, United States (the “Contractor”), and Crandon Partner’s customer as defined in the Statement of Work (the "Client").

1. Purpose of MSA. This MSA sets forth the terms and conditions under which the Contractor will provide marketing, technological, financial, and/or general managerial services (collectively, the “Services”) to the Client.
   
   
2. Statements of Work. The scope of the Services to be provided will be agreed upon in a separate Statement of Work (“SOW”) for each engagement. In the event of any conflicting terms between the MSA and the SOW, The terms of the MSA will supersede any terms established in an SOW, except with regards to payment terms, which, if detailed in the SOW, will supersede those in the MSA.
   
   
3. Payment Terms. Unless otherwise stated in the SOW, the Contractor will provide the necessary details to make payments via ACH or wire transfer as part of the SOW, which must be signed and paid prior to the start of the Services. Links for credit or debit card payments may also be provided for payments that do not exceed $2,500 USD. For recurring Services, payment is due on the date of renewal. The Contractor will only charge for travel and other incidentals with prior written approval from the Client.
   
   
4. Termination. Either party may terminate the MSA upon twenty (20) business days' written notice to the other party. Upon termination, the Client shall pay the Contractor for all Services rendered through the date of termination. The Contractor may continue to charge for the Services from the time termination is notified until the date of termination. For services that auto-renew, cancellation must be provided ten (10) business days prior to the renewal; otherwise, the termination date will be at the end of the following period. Notwithstanding the foregoing, either party may terminate the MSA without a notice period in the following circumstances: (i) if the Client breaches any material term of the MSA, including failure to fulfill payment obligations; (ii) if the termination is necessitated by regulatory or legal compliance; or (iii) in the event of a wind-down, dissolution, or similar cessation of operations.
   
   
5. Notifications. All notifications required or permitted under the MSA shall be sent via email to the email addresses provided in the most recent SOW. Each party agrees to promptly notify the other of any changes to their email address.
   
   
6. Confidentiality. The Contractor shall maintain the confidentiality of the Client’s information and shall use such information only in connection with the performance of the Services under the MSA. The Contractor will protect and safeguard the Client’s information with at least the same degree of care as the Contractor would protect its own information and in no event with less than a commercially reasonable degree of care. 
   
   
7. Confidentiality Limitations. Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public; (ii) is or becomes available to the receiving party on a non-confidential basis from a third-party source; (iii) was known by, or in the possession of, the receiving party before being disclosed; (iv) could have been reasonably deduced, assumed, or was readily apparent to the receiving party based on their prior knowledge or experience; (v) was or is independently developed by the receiving party without inclusion of or disclosure of the Confidential Information; (vi) is required to be disclosed under applicable law; or (vii) has been authorized for disclosure by the Client in writing.
   
   
8. Non-solicitation. Both Parties agree that during the term of the MSA and for a one year after termination of the MSA, the Parties shall not solicit or induce any employee or affiliate away from the other party without written authorization. This section survives the termination of the MSA, as defined in the termination clause.
   
   
9. Client Logo and Success Story. The Client hereby grants the Contractor the right to use the Client's name and logo in promotional materials and on the Contractor's website. The Client further agrees to allow the Contractor to share the Client's success story, provided that such story does not disclose any of the Client's trade secrets or other confidential information. The Client may request to review and approve such communications prior to being published, or revoke this permission at any point in time, even after the MSA has been terminated. Any such request to review and approve or revoke this permission must be made in writing and the Contractor will use reasonable efforts to comply with the Client's request, including removing the communications from promotional materials and website if necessary.
   
   
10. Subcontracting. The Contractor may, at times, subcontract aspects of the Services to third-parties to perform tasks that are generally outside the competencies of a business manager, such as graphic design, photography, video editing, or animations for example. The use of subcontractors will be transparent, and the Contractor will not share any confidential information with subcontractors without the Client's explicit authorization in writing. The Contractor will remain responsible for the quality of the Services provided by any subcontractors and will ensure that subcontractors comply with the terms of the MSA.
    
    
11. Affiliates. By entering into the MSA, the Client authorizes the Contractor to share information with its affiliates abroad for the purpose of assisting in performing the Services. The Contractor may engage its affiliates to provide services under the MSA, provided that the Contractor remains responsible for the quality of the Services provided by its affiliate entities and ensures that they comply with the terms of the MSA. Affiliates are individuals or organizations controlled by Crandon Partner’s LLC or who work exclusively for Crandon Partners LLC as an extension of their business. 
    
    
12. Export Restrictions. The Client acknowledges that certain information may be subject to export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). The Client agrees not to disclose or transfer any such export-controlled information to Crandon Partners LLC and its affiliates, except as permitted by applicable export control laws and regulations. The Client shall be responsible for obtaining any necessary export licenses or approvals from the relevant authorities before disclosing or transferring any export-controlled information.
    
    
13. Representations and Warranties. The Contractor represents and warrants that: (i) it has the right and authority to enter into the MSA; (ii) it has the right and authority to perform the Services; (iii) it will perform the Services in a professional and workmanlike manner; and (iv) it will comply with all applicable laws and regulations in performing the Services. The Client represents and warrants that: (i) it has the right and authority to enter into the MSA; (ii) it has the right and authority to receive the Services; (iii) it will provide all necessary information and cooperation required for the Contractor to perform the Services; and (iv) it will comply with all applicable laws and regulations in relation to the Services.
    
    
14. Indemnification. The Client shall defend, indemnify, and hold harmless the Contractor and its affiliates, and their respective officers, directors, employees, agents, and representatives, from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with: (i) any breach of the MSA by the Client; (ii) any negligent or wrongful act or omission by the Client or any of its employees, agents, or representatives; or (iii) any third-party claims related to the Services provided under the MSA.
    
    
15. Limitation of Liability. The Contractor shall not be liable to the Client or any third party for any indirect, special, incidental, or consequential damages arising out of or in connection with the performance of the Services under the MSA. In no event shall the Contractor’s liability exceed the amount paid by the Client for the Services.
    
    
16. Governing Law. the MSA shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any conflict of law provisions.
    
    
17. Dispute Resolution. Any dispute arising under or in connection with the MSA shall be resolved by arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Miami, Florida. The decision of the arbitrator shall be final and binding upon the parties. Both parties expressly waive any right to a trial by jury in any legal proceeding arising out of or related to the MSA.
    
    
18. Entire Agreement. the MSA, along with any signed SOW referencing it, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral, between the parties. the MSA may only be modified by written agreement signed by both parties.
    
    
19. Amendments and Modifications. The Contractor reserves the right to update or amend the MSA from time to time. In the event of any changes to the MSA, the Contractor shall notify Clients with active SOWs of such changes at least thirty (20) business days prior to the effective date of the amended or modified MSA. In the event of a modification or amendment to the MSA the Client may choose to terminate the agreement without providing the required notice period. Continued engagement under the SOW constitutes acceptance of any amended terms.