Master Service Agreement


This Master Service Agreement is by and between the “Company” (Trailblazin Tech, LLC) and the “Client” of , collectively referred to as the “Parties.”


The Company will provide services alternately referred to as “the Program” to be specified in separate Statements of Work (SOWs) or “Terms of Service Agreements” (TOS), alternatively referred to as the “Terms”, which are to include but are not limited to the scope of project, time frame, and fees. Any additional services, amendments, or other changes to this Agreement will be clearly stated and agreed upon in the Terms.


The Company will provide services as specified in separate TOS which are to include but are not limited to the scope of project, time frame, and fees. Any additional services, amendments, or other changes to this Agreement will be clearly stated and agreed upon in the TOS.


This Agreement is effective immediately upon signing and is to live in perpetuity of notwithstanding any additional changes, adjustments, amendments or statements otherwise clearly documented in any and all supplemental TOS or other agreements of work. Either party may recommend modifications to this Agreement at any time; however both parties must agree in writing for the modifications to take effect.


The terms contained in the TOS, including the time frame and fees, are valid for 3 business days from the date of correspondence unless expressed otherwise in the email.

If the Client does not sign this Agreement within the designated time frame, the Company may amend, change, or substitute the services and deliverables offered and fees and charges, and any proposed schedule stated above may be revised based on the Company’s availability.



The Client agrees that the Company may engage third party service providers as employees or independent contractors in connection with the Project (“Contractors” or “Agents”). The Company is responsible for Independent Agents’ compliance with this Agreement. The Company, not the Client, is responsible for all payments to Contractors for their work on the Project.


The Company may ask the Client to provide information for the Project, including, but not limited to, art, photos, text, and/or other content to be used in the design (collectively, “Client Content”), review designs, proofread all content for errors, and provide feedback or corrections promptly and in writing (including email). The Client acknowledges and agrees that the Company’s ability to meet any and all schedules is entirely dependent upon the Client’s timeliness, and that any delays in the Client’s performance may delay delivery of the Final Deliverables. If the Client is late in providing Client Content, feedback, input, approvals, or payment, the Company reserves the right to place the Project “on hold” and stop all work. If the Project is subsequently re-activated, it will be rescheduled based on the Company’s current workload and availability and may be subject to additional project management and extension fees.


The Client guarantees that it owns all rights, title, and interest, or has the right to permit use of all Client Content provided to the Company for use in the Project. The Client further guarantees that Client Content does not infringe the rights of any third party, and use of the Client Content in connection with the Project does not and will not violate the rights of any third parties. The Client shall comply with the terms and conditions of any licensing agreements that govern the use of Client Content not created by Client, and will disclose those terms and conditions to the Company at the time any licensed Client Content is provided to the Company.


“Confidential Information” is information which relates to Client’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

The Company hereby acknowledges that during the performance of the Project, the Company may learn or receive Confidential Information. All Confidential information will be kept confidential, except to the extent that it must be divulged to the Company’s employees, associates, contractors or the Company Agents in order for the Company to complete the Project.

The Company has permission to reference general information from the Project for marketing and business development purposes so long as no information is given that would reveal the identity or specific business of the Client unless the Client specifically agrees to it.

The Client agrees to allow the Company to include any work completed for the Client in case studies for public use. These case studies are intended to be shared at conferences, in blogs, in webinars, in paid products and/or in other educational or promotional ways. We agree to protect your private data at all times. Whenever possible, data will be anonymized, with the exception of the Client’s permission.


The Company may recommend third party software or other products and services for Client consideration. The Company makes no representation or warranty regarding products and services that are not purchased from the Company. The Client’s use of any such products and services is governed by the terms of your agreement with the provider of those products and services.



Through conversations and other forms of communication as required to accomplish the Project, the Company may address specific personal, business, or general conditions in the Client’s life or profession. Coaching, Consulting or any work done to complete the Project is not therapy, psychological counseling, advice, or “fixing.” If the Client feels the need for professional counseling, it is the Client’s responsibility to seek a licensed therapist. The Company may make recommendations to outside resources that are not covered in this agreement. It is up to The Client to decide to use the recommended outside resources.


Throughout the working relationship, The Company will engage in direct and personal conversations. Our conversations are two-way streets (mutual and reciprocal.) If at any time the Client believes that the Services, Coaching, Consulting, or Program is not working as desired, the Client will communicate that belief by initiating a calm and respectful conversation no later than the start of the next scheduled meeting or 5 business days, whichever comes first.

The Company is committed to providing all Clients, and personnel including but not limited to Independent Agents, Contractors and Vendors, with a positive experience and as such may, at its sole discretion, terminate this agreement, and limit, suspend, or terminate this agreement at any time without a refund with or without cause including but not limited to the Client becoming disruptive or difficult to work with.


Laymen Terms: Our business model is primarily idea generation for the purposes of us providing the implementation. As such, what we talk about with you, we plan to do for you and ask that you treat these ideas and things we do as our intellectual property.

Legalese: As a result of the Project, the Company may create “Work Products”, including but not limited to training materials, documents, processes, procedures, sales materials, and marketing materials.

The Client has the right to use the Work Products on the Project. The Client has no right to directly or indirectly license, sell, or package the Work Products in any way to profit from them outside of the integration of their intended use unless prior written authorization signed by the Company is obtained. All Work Products created by the Company are created for internal and operational use for and by the Client. The Company maintains the right to keep copies of materials for future reference and reuse in accordance with the Confidentiality clause.

Any ideas that are not accepted by the Client remain the property of the Company to be used for future projects. Upon completion of the Project, and expressly subject to full payment of all fees, costs and expenses due, the Company assigns to the Client all rights, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Deliverables. “Final Deliverables” means the final versions of work product provided by the Company and approved by the Client.

Client’s use of preliminary work or Final Deliverables other than that expressly authorized in this Agreement or by a separate written assignment, is not permitted (“Unauthorized Use”). Client agrees to pay liquidated damages of no less than five (5) times the total Project fee included in, but not limited to, this agreement in the event of Client’s Unauthorized Use, in addition to any legal or equitable remedies the Company may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for Unauthorized Use.

The Company shall retain all copyright interests in and to all rejected deliverables prepared during the Project. Further, the Company shall have a full and perpetual, fully paid-up license under your copyright to use any work completed for Client in its portfolio (including, but not limited to, any website that displays its works), marketing materials, social media, or any other media, and may use it for educational and purposes, enter it into design contests, or submit it to magazines, blogs, or other avenues of recognition. The Client agrees that the Company will be given credit if the Client uses the final deliverable in competitions, publications or educational purposes. In the case of proprietary and confidential deliverables, the Company may reference the creation of such deliverables but will not reproduce, distribute or otherwise share such proprietary and confidential information.

The Company maintains that all Work Products created for the Client are, to the very best of their knowledge, original, or in full compliance with any applicable agreements for re-use.



All payments must be made in accordance with the aforementioned payment schedule with a courtesy window of 5 business days from the date due. Delays in payment may cause delays in the Project schedule. Until all amounts owed to the Company are paid in full, the Company reserves the right to: (a) not begin or discontinue work; (b) withhold delivery and transfer of ownership of work; (c) reschedule the project subject to the Company’s availability; or (d) immediately terminate this agreement.


Retainer invoices will be sent by the end of each month for the following month. Monthly retainer payments are due upon receipt, no later than the 5th business day of the month. Delayed or non-payment of invoices may result in an immediate stop work. In the event of a work stoppage, the Client will be promptly invoiced for all amounts owed to the Company (including, but not limited to, all un-billed hours, expenses, fees and costs related to the project and the change in project management).


Laymen terms: The Client understands that all funds collected are non-refundable and understands they are legally obligated to pay the agreed upon amount in the agreed upon timeframe and not dispute any payments at any time for any reason.

Legalese: By entering into this Agreement, The Client acknowledges and affirms:

1. NO SIGNIFICANT FINANCIAL BURDEN. Payment for this Project will not place a significant financial burden on The Client, Client’s business or Client’s family.

2. NO REFUNDS. There are no refunds available under this Agreement for any reason. Payments made for the Program may not be applied towards any other future Program or Product purchase.

3. PROGRAM INVESTMENT RESPONSIBILITY. The Client understands that they are responsible for the entire Program Investment to the Company regardless of the Client’s level of involvement throughout the course of the Program. All payments under this Agreement must be made as scheduled by Client to remain in good standing and continue receiving Program components.

4. PAYMENT PLANS. Payment plans are offered as a courtesy to clients and do not constitute an installment contract. Upon execution of this Agreement, Client agrees to immediately pay in full the entire Program Investment. The Company may enter into a payment plan with Client to allow Client to make scheduled periodic payments.

5. AUTHORIZATION OF PAYMENT. Client authorizes The Company to charge their credit/debit card, cash their check/wire, or process Paypal transactions for the entire Program Investment as outlined in this agreement. If more than one (1) payment is to be processed, Client’s signing of this Agreement authorizes all future payments made. In addition, Client authorizes The Company to contact their financial institution(s) to obtain updated credit card information in the event of any declined payment.

6. WAIVER OF RIGHT TO CHARGEBACKS/CANCELING CREDIT OR DEBIT CARD/DISPUTES. Client agrees to waive their right to process chargebacks with their credit/debit card company or cancel their credit/debit card until all payments have been processed to cover the entire Program Investment and any fees associated with this Agreement. The Client agrees that all payments made via a Credit or Debit Card are valid and waives the right to dispute a charge with their financial institution, or ours. Should Client dispute a charge resulting in a chargeback to Company and the holding of funds until the matter is resolved, the Client will incur a $100 per week fee for each seven (7) days that the dispute is unresolved. Additionally, the Client will be responsible for legal fees, overdraft fees, chargeback fees, and any other expenses as a result of this dispute. Additionally, The Company reserves the right to immediately stop the Program and revoke access to any materials.

7. CHANGE IN PAYMENT METHOD. Payments processed under a payment plan must utilize the terms agreed to this agreement. If the Client requests a change in payment method, including change in credit/debit card, change to a new method of payment, or change in payment dates, processed changes are subject to a twenty-five dollar (USD $25.00) change fee per instance. Any requests must be sent in writing to [email protected]. Use of email does not relieve the obligation to send written notice requesting the change. Updates to credit card expiration dates do not constitute a change in payment method.

8. LATE FEES AND COLLECTIONS. If a payment plan is provided to the Client, the Company will (a) process scheduled periodic charges, (b) send an invoice payable online or (c) send an invoice payable with a check in the mail. In the event The Company does not send an invoice, the payment is still due on the date agreed to in the payment terms section of this agreement.

8.1 In the event credit card charges are declined, The Company will contact the Client regarding their delinquent account. If after four (4) days, the matter is not resolved, The Company reserves the right to stop The Program and revoke access to materials until the account is brought current. At this time, the Company reserves the right to charge the Client a late payment fee of thirty-five dollars (USD $35.00).

8.2 In the event more than two (2) scheduled periodic payments are missed by the Client, the payment plan may be terminated by Company and the entire remaining balance of the Program Investment will be immediately due by Client to continue receiving Program components. The Company reserves the right to stop The Program services and revoke access to materials until payment is made including any related fees.

8.3 After all reasonable attempts to resolve the balance have been made, the Company reserves the right to turn outdated accounts over to collection agencies and report the unpaid balance to credit bureaus.

9. NON-SUFFICIENT FUNDS FEE. Any checks returned to The Company for NSF will be subject to a fee of twenty-five dollars (USD $25.00). The Company reserves the right to stop The Program services and revoke access to materials until the payment is made, including the NSF fee.



Results can and do vary. The Company makes no guarantees. Any testimonials and examples used do not guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors, including but not limited to, their background, dedication, resources, the starting point in their business, desire, motivation, willingness, and ability to implement, understand and adhere to strategies and steps outlined as a result of the Project.


In the event of a dispute between the Parties, the Parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage or cast in a negative light the other. This non-disparagement provision shall survive the termination or expiration of this Agreement. Failure to adhere to this will result in a legal action.


Laymen terms: The Company is not responsible for things outside of our control that delay or interrupt our ability to fulfill our agreement.

Legalese: The Company is not responsible to Client for any loss, damages, costs, claims or expenses which may be incurred as a result of its delay in or failure to perform its obligations where such delay or failure is due to causes beyond its control. Causes beyond its control include but are not limited to: (1) acts of God, (2) war, including armed conflict, (3) severe weather, (4) health, economic, or other mass scale, newsworthy events sustaining a period of time impacting societal norms, (5) any other cause reasonably beyond the Company’s control (collectively referred to as “Occurrences”), make delivery of the service outlined in this agreement impracticable to perform, illegal, or impossible to fully perform under this Agreement as the Parties originally contracted. While the Company will make all reasonable attempts to fulfill the work outlined in this agreement once the Occurrences are over, the Company is not required to fulfill the contractual obligations if the aforementioned occurrences create a delay in the ability to provide services for a time period extending beyond one year from the date on the signed agreement.


Laymen terms: If either party feels the working relationship is not working, we are responsible for communicating this to the other and exit the relationship in a timely manner bringing all projects and payments to a reasonably fair conclusion pending extenuating circumstances so neither party is left in a precarious position.

Legalese: This agreement may be terminated by The Company for fair and reasonable cause with written notification in a fair and reasonable time period. The Company agrees to bring all current, active, open and unfinished business projects to a favorable conclusion.

The Client may request that the Company cease services with fair and reasonable cause. Notice must be avoided in writing with The Company acknowledging receipt. All payments outstanding must be paid in full within 14 days of the written notice. The Client ceasing services does not nullify the agreement nor does it relieve the Client of the financial obligation agreed to in this document. The Company reserves the right to submit any outstanding expenses as previously explained in the expense clause within the final billing period, but not after.


This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina in the jurisdiction of Onslow County or the state and county of residence of the Company owner, whichever is prevalent at the time of dispute. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the Company shall be entitled to recover all fair and reasonable attorney fees, legal fees, and other expenses. The Client waives any right to recover attorney fees or other experiences resulting from legal action.


Neither party may transfer or assign its rights or obligations under this Agreement to anyone else unless it is explicitly agreed to in writing.


The Client shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents, contractors, and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Company’s services under this Agreement.


If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably affect the intent of the parties.


The Company is not liable for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.


The warranties contained herein are the only warranties made by the parties hereunder. each party makes no other warranty, whether express or implied, and expressly excludes and disclaims all other warranties and representations of any kind, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Company does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.

This document was last updated on 7/02/2024.

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