Undercurrent – The Firm
Master Services Agreement
Last Updated: May 21, 2026
This Master Services Agreement (“Agreement”) is entered into by and between Undercurrent – the firm (“Company”) and the client identified in the applicable proposal, order form, onboarding form, statement of work, invoice, or electronically accepted agreement (“Client”).
By accepting services, signing electronically, submitting payment, approving a proposal, or otherwise engaging Company for Services, Client agrees to be bound by the terms of this Agreement.
- DEFINITIONS
“Agreement” means this Master Services Agreement together with any proposal, order form, onboarding form, statement of work, invoice, or written addendum.
“Services” means any consulting, marketing, advertising, branding, operational, technical, creative, digital, strategic, automation, production, or related services provided by Company.
“Deliverables” means the final approved work product specifically identified as deliverables under an applicable proposal or statement of work.
“Proposal” means any written estimate, proposal, quote, order form, onboarding document, or statement of work issued by Company.
“Client Content” means all materials, information, logos, content, media, credentials, documents, trademarks, or intellectual property supplied by Client.
“Effective Date” means the date Client accepts Services, signs electronically, submits payment, or otherwise engages Company.
- SCOPE OF SERVICES
Company shall provide Services as outlined in the applicable Proposal or Statement of Work.
Services are limited to the scope expressly described in the applicable Proposal. Any requests outside the approved scope may require additional fees, revised timelines, or a separate written agreement.
Company reserves the right to decline requests outside the approved scope until additional terms are agreed upon.
- CLIENT RESPONSIBILITIES
Client agrees to provide all information, approvals, content, credentials, access, and materials reasonably necessary for Company to perform the Services.
Client acknowledges that delays in providing required materials or approvals may result in:
• delayed timelines
• rescheduling
• additional fees
• paused deliverables
• project suspension
Client represents and warrants that all materials supplied to Company are owned by Client or properly licensed for use.
Client shall remain solely responsible for the accuracy, legality, and ownership of all Client supplied materials.
- FEES, BILLING, AND PAYMENT TERMS
Invoices are due within 30 calendar days of issuance unless otherwise stated in writing.
Payments not received within 10 days after the due date may accrue interest at the lesser of:
• 1.5% per month
• or the maximum rate permitted under Louisiana law
Company reserves the right to suspend Services for overdue accounts.
Client agrees to reimburse Company for reasonable collection costs, attorneys’ fees, court costs, and collection expenses incurred in recovering overdue balances where permitted by law.
All deposits, onboarding fees, setup fees, reserved production time, strategy fees, and completed work are non-refundable unless otherwise stated in writing.
Client agrees not to initiate chargebacks or payment disputes for valid Services rendered.
Client shall remain responsible for all applicable taxes, duties, governmental fees, or assessments excluding taxes based upon Company income.
- INTELLECTUAL PROPERTY
Upon full payment of all outstanding invoices, Client shall own the final approved Deliverables specifically identified in the applicable Proposal.
Company retains ownership of:
• drafts
• preliminary concepts
• unused materials
• templates
• methodologies
• workflows
• systems
• automation structures
• internal documentation
• source files unless expressly transferred
• proprietary processes
• know how
• frameworks
• tools
• software configurations
Third party assets including fonts, plugins, stock assets, AI tools, software, and licensed materials remain subject to their respective license terms.
Client represents and warrants that all Client-supplied materials do not infringe upon the rights of any third party.
Unless otherwise agreed in writing, Company may display completed work in portfolios, marketing materials, presentations, social media, advertising, and case studies.
- REVISIONS AND CHANGE REQUESTS
Client is entitled only to the revisions expressly included in the applicable Proposal.
Additional revisions, scope changes, strategic direction changes, or expanded requests may require revised fees, timelines, or a separate agreement.
- PROJECT TIMELINES AND DELAYS
Project timelines are estimates only and depend upon timely Client cooperation, approvals, and delivery of required materials.
Company shall not be responsible for delays caused by:
• Client inaction
• delayed approvals
• third party vendors
• software providers
• hosting providers
• advertising platforms
• outages
• force majeure events
Projects inactive for more than 30 consecutive days due to Client inaction may be considered abandoned or paused at Company’s discretion.
Restarting inactive projects may require additional fees or revised timelines.
- CONFIDENTIALITY
Both parties agree to maintain the confidentiality of non-public business, financial, operational, technical, and proprietary information disclosed during the relationship.
Confidential information shall not include information that:
• becomes publicly available
• is independently developed
• is lawfully obtained from another source
• is required to be disclosed by law
- WARRANTIES DISCLAIMER
Services are provided on an “as is” and “as available” basis.
Company makes no guarantees regarding:
• revenue
• profitability
• lead generation
• conversion rates
• search rankings
• advertising performance
• platform approvals
• website uptime
• business outcomes
Except as expressly stated in writing, Company disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
- LIMITATION OF LIABILITY
To the fullest extent permitted under Louisiana law, Company shall not be liable for:
• indirect damages
• consequential damages
• incidental damages
• punitive damages
• lost profits
• business interruption
• loss of data
• reputational harm
Company’s total aggregate liability arising from Services shall not exceed the total amount paid by Client to Company during the three months preceding the claim.
- INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Company from claims, liabilities, damages, costs, and expenses arising from:
• Client supplied content
• intellectual property infringement
• false advertising claims
• unlawful materials
• misuse of Deliverables
• violations of applicable law
- TERMINATION
Either party may terminate Services upon written notice.
Client shall remain responsible for payment for:
• completed work
• work in progress
• committed expenses
• non-cancellable obligations
• reserved production time
Termination shall not relieve Client of outstanding payment obligations.
- FORCE MAJEURE
Neither party shall be liable for delays or failure caused by events beyond reasonable control, including:
• hurricanes
• floods
• natural disasters
• utility failures
• internet outages
• labor disputes
• cyber incidents
• governmental actions
• war
• pandemics
• acts of God
- GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of Louisiana without regard to conflict of law principles.
Exclusive venue for disputes arising under this Agreement shall be located in Ouachita Parish, Louisiana.
- ELECTRONIC SIGNATURES
Electronic signatures, approvals, submissions, and records shall be legally binding and enforceable to the fullest extent permitted by law.
Client consents to the use of electronic communications and records.
- INDEPENDENT CONTRACTOR
Company is an independent contractor and not an employee, partner, joint venturer, fiduciary, or agent of Client.
- ASSIGNMENT
Client may not assign or transfer this Agreement without Company’s prior written consent.
- SEVERABILITY
If any provision of this Agreement is determined unenforceable, the remaining provisions shall remain in full force and effect.
- ENTIRE AGREEMENT
This Agreement together with any Proposal, Statement of Work, onboarding form, invoice, or written addendum constitutes the complete agreement between the parties.
No oral statements or prior agreements shall modify this Agreement unless confirmed in writing.
- SURVIVAL
The following provisions shall survive termination:
• payment obligations
• confidentiality
• intellectual property
• indemnification
• limitation of liability
• dispute resolution
• governing law
- MARKETING AND PERFORMANCE DISCLAIMER
Client acknowledges that marketing, advertising, branding, operational consulting, and business services involve variables outside Company’s control.
Company does not guarantee:
• specific sales
• audience growth
• advertising outcomes
• search engine rankings
• social media engagement
• customer acquisition results
Past performance shall not guarantee future results.
- THIRD PARTY PLATFORM DISCLAIMER
Company shall not be responsible for actions, outages, suspensions, policy changes, restrictions, algorithm changes, or functionality issues related to third party platforms including:
• Meta
• Google
• TikTok
• LinkedIn
• Shopify
• WordPress
• payment processors
• hosting providers
• software vendors
- AI AND AUTOMATION DISCLOSURE
Company may utilize artificial intelligence tools, automation systems, software platforms, contractors, or third party service providers in connection with the Services.
Company retains sole discretion regarding operational workflows, production methods, systems, and technology used in performance of Services.
- ELECTRONIC ACCEPTANCE
By checking any acceptance box, electronically signing, submitting payment, approving a proposal, or otherwise engaging Company for Services, Client acknowledges that they:
• have reviewed this Agreement
• understand the terms
• agree to be legally bound
• are authorized to act on behalf of the Client entity
Undercurrent – the firm LLC
undercurrentfirm.com
318-546-3229