MASTER SERVICE AGREEMENT
Standard Terms for Client Engagements
Version 1.0 | August 1, 2026
Purpose and application. This Master Services Agreement (the "Agreement") contains the standard terms under which MyCommsAlly, LLC (MCA), provides communications, creative, design, content, digital, change communications, and related consulting services. This Agreement becomes binding only when MCA and the client identified in a Statement of Work, proposal, estimate, work authorization, or work authorization document (the "Client") sign or otherwise execute a document that expressly incorporates this Agreement. For a project invoiced in advance, a deposit invoice may also serve as the project authorization if it identifies the services, deliverables, and fees; expressly links to this Agreement; and states that payment of the deposit constitutes acceptance of this Agreement. In that case, the Agreement becomes binding when MCA receives the deposit. An authorized document or qualifying paid deposit invoice is referred to in this Agreement as an “SOW.” Posting this Agreement on MCA’s website does not, by itself, create a contractual relationship.
Agreement structure. This Agreement governs all SOWs between MCA and Client unless an SOW expressly states that a specific provision of this Agreement is replaced or modified. Each SOW is a separate authorization for services. If documents conflict, the SOW controls only for the project-specific business terms or provisions it expressly overrides; otherwise, this Agreement controls.
01 | Services and Statements of Work
MCA will provide the services and deliverables described in each SOW. For a deposit invoice that serves as an SOW, the scope, deliverables, fees, and payment schedule stated in the invoice define that project. Any material change to those terms must be approved by both parties in writing. MCA is not required to begin work until the applicable SOW is authorized and any required deposit or initial payment is received.
Services may include communications strategy and planning; executive, employee, change, and public-facing communications; content development and copywriting; brand strategy and visual identity; graphic and presentation design; campaigns; newsletters and publications; websites, intranets, portals, and digital content; event and training materials; and other related services, advisory, production, or implementation support.
An SOW should identify the scope, deliverables, schedule, fees, assumptions, review process, Client responsibilities, acceptance criteria, and any project-specific terms. MCA is not required to begin work until the applicable SOW is authorized and any required deposit or initial payment is received. No minimum volume of work, exclusivity, or future assignment is promised unless an SOW states otherwise.
Statement of Work Details
Each SOW should include enough information to define the engagement clearly. The following items are recommended and may be adapted to the project.
SOW Element
Information to Include
Parties and contacts
Client legal name, project lead, billing contact, and authorized approvers
Project purpose
Background, objectives, audiences, desired actions, and measures of success
Scope and deliverables
Included services, quantities, formats, channels, and exclusions
Schedule
Start date, milestones, review windows, dependencies, and target completion
Review and acceptance
Included revision rounds, consolidated feedback process, and acceptance criteria
Client responsibilities
Required materials, access, decisions, approvals, and subject-matter support
Fees and payment
Pricing structure, deposit, milestones, invoicing schedule, and approved expenses
Project terms
Source-file requirements, licenses, confidentiality, and other restrictions
Website notice. This document is MCA's standard agreement. The final terms for a specific engagement are established by the executed SOW and any written modifications accepted by both parties.
02 | Project Management and Changes
MCA will perform the services professionally and in substantial accordance with the applicable SOW. MCA may determine the methods, sequencing, tools, and personnel used to perform the services, subject to the agreed requirements, schedule, and acceptance criteria.
Requests that change the scope, deliverables, assumptions, schedule, number of review rounds, or level of effort may require a written change order, revised estimate, or new SOW. MCA will identify the expected effect on fees and timing before performing material out-of-scope work. Email approval from an authorized Client representative is sufficient unless the SOW requires another approval method.
03 | Client Responsibilities and Approvals
Client will designate a representative authorized to provide direction, approvals, information, and consolidated feedback. Client will provide timely access to personnel, systems, brand standards, source materials, credentials, data, and other resources reasonably required for the project.
Client is responsible for reviewing deliverables and confirming the accuracy, completeness, legality, and suitability of Client-supplied or Client-approved facts, claims, statistics, policies, instructions, and content. MCA may rely on information and approvals supplied by Client. Client will obtain any legal, regulatory, human-resources, accessibility, privacy, or subject-matter review appropriate to Client's organization or intended use.
04 | Review, Acceptance, and Revisions
Unless otherwise stated in the applicable SOW, project fees include up to three rounds of revisions following the initial presentation of each deliverable. One revision round consists of one consolidated set of feedback provided by the Client’s designated representative. Conflicting, fragmented or late feedback may affect the project schedule and fees.
Included revisions are limited to reasonable refinements that remain consistent with the approved scope, content and creative direction. Additional revision rounds, new preferences, changes in direction, additional content or requests outside the approved SOW may be treated as additional work and billed at the applicable rate after Client approval. Corrections required to address MCA’s error or a material failure to meet the SOW will not count as a revision round.
A deliverable is accepted when the Client approves it in writing, publishes or uses it, or does not identify a material failure to meet the SOW within fourteen days after delivery. MCA will correct any timely reported material nonconformity at no additional charge.
05 | Scheduling Delays and Project Holds
Project dates depend on timely Client inputs, feedback, approvals, and access. A Client-caused delay will extend the schedule by at least the length of the delay and may require MCA to reschedule work based on then-current availability.
If a project is inactive for more than thirty days because required Client action has not occurred, MCA may place the project on hold after written notice. Restarting the project is subject to MCA's availability and may require a revised schedule, updated estimate, or reasonable restart fee identified before work resumes. Rush, after-hours, weekend, or expedited work must be accepted by MCA in writing and may be subject to additional fees stated in the SOW or change authorization.
06 | Fees, Expenses, and Payment
The Client will pay the fees and expenses stated in each SOW. Project-based engagements, ALLYSHIP retainers, and other service arrangements may have different payment schedules, which will be identified in the applicable SOW.
Fees may be structured as fixed fees, hourly fees, retainers, not-to-exceed amounts, milestone payments, or another arrangement stated in the SOW. Unless the SOW states otherwise, invoices are due within fifteen days after receipt. Deposits and advance payments are applied to project fees and become nonrefundable once MCA begins work or reserves scheduled capacity, except as required by law.
Client will reimburse reasonable, preapproved out-of-pocket expenses and third-party costs. Client is responsible for applicable sales, use, excise, or similar taxes, excluding taxes based on MCA's net income. Client must notify MCA in writing of a good-faith invoice dispute within ten days after receipt and timely pay all undisputed amounts.
Past-due undisputed amounts may accrue interest at one and one-half percent per month or the highest rate permitted by law, whichever is lower. After written notice, MCA may suspend services or withhold delivery of final files while an undisputed amount remains past due. Client will reimburse reasonable collection costs permitted by law.
ALLYSHIP Retainer Engagements
If an SOW identifies the engagement as an ALLYSHIP (including ALLYSTART and ALLYSOCIAL), the Client will pay the monthly fee stated in the SOW in advance of each service month. The SOW will identify the applicable monthly allocation of service hours, initial term, overage rate, and any renewal provisions. Unless otherwise stated in the SOW, unused hours expire at the end of each service month and do not roll over, fees are nonrefundable once the applicable service month begins, and services exceeding the monthly allocation require the Client’s approval and will be billed at the rate stated in the SOW. Either party may elect not to renew an ALLYSHIP by providing the notice specified in the SOW. Termination or nonrenewal does not relieve the Client of responsibility for fees, approved overages, or other amounts incurred before the effective end date.
07 | Ownership Rights
Upon MCA's receipt of all amounts due under the applicable SOW, Client will own the final, Client-specific deliverables expressly identified in that SOW as deliverables (the "Final Deliverables"). To the extent a Final Deliverable is not a work made for hire, MCA assigns to Client its right, title, and interest in that Final Deliverable upon full payment.
MCA retains ownership of its pre-existing and independently developed materials, methods, processes, templates, frameworks, systems, tools, know-how, reusable components, design elements, research methods, and general skills ("MCA Materials"). MCA also retains ownership of drafts, working files, production files, unused concepts, rejected concepts, internal notes, and materials not identified as Final Deliverables. Native or editable source files are included only when the SOW expressly requires them.
If MCA Materials are embedded in a paid Final Deliverable, MCA grants Client a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, modify, display, and distribute those MCA Materials only as part of or as reasonably necessary to use the Final Deliverable. MCA remains free to use general knowledge, skills, ideas, and techniques retained in unaided memory, provided MCA does not disclose Client Confidential Information.
08 | Client and Licensed Materials
Client grants MCA a limited, nonexclusive license to use, reproduce, modify, and display materials supplied by Client solely as needed to perform the services. Client represents that it has the rights and permissions necessary for MCA's authorized use of those materials.
Third-party fonts, photographs, stock assets, software, plug-ins, platforms, music, video, data, and other licensed materials remain subject to their applicable license terms. MCA will identify material license requirements known to MCA before final delivery when reasonably practicable. Client is responsible for ongoing subscriptions, renewals, usage limits, and licenses assigned to or maintained for Client unless the SOW states otherwise.
09 | Portfolio Use
After Client has publicly released or implemented Final Deliverables, MCA may identify Client as a client and display the publicly released Final Deliverables in MCA's website, portfolio, proposals, case studies, award submissions, social media, and other promotional materials. MCA will not disclose Client Confidential Information, unpublished materials, internal project details, or draft deliverables. MCA will accurately describe its role and will not imply Client's endorsement.
Client names, logos, and trademarks may be displayed as they appear within publicly released Final Deliverables or in a factual client list. MCA will not use Client's seals or trademarks as a separate endorsement mark without permission. A Client that requires different publicity terms may state those restrictions in the applicable SOW.
10 | Confidentiality
"Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that the recipient can document was already lawfully known without restriction, becomes public through no breach, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.
The recipient will use Confidential Information only to perform or administer the engagement, protect it using reasonable care, and disclose it only to personnel, contractors, professional advisers, or service providers who need it and are subject to appropriate confidentiality obligations. If disclosure is legally required, the recipient may disclose only the required information and, when legally permitted, will provide prompt notice so the disclosing party may seek protection.
These confidentiality obligations continue for three years after disclosure. Trade secrets will be protected for as long as they remain trade secrets under applicable law.
11 | Account and Data Security
Each party will use reasonable safeguards for credentials, systems, and information within its control. Client should provide individual or delegated access when available rather than shared credentials. Client remains responsible for its account ownership, administrator access, backups, retention requirements, and security settings unless an SOW expressly assigns a responsibility to MCA.
MCA is not responsible for data loss, account compromise, or service interruption caused by Client systems, Client personnel, third-party platforms, credentials supplied or managed by Client, or events outside MCA's reasonable control. Any project requiring regulated data, sensitive personal information, payment-card data, protected health information, or specialized security controls must be identified and addressed in the SOW before such information is provided to MCA.
12 | Representation and Disclaimers
Each party represents that it has authority to enter into the Agreement. MCA represents that it will perform the services in a professional manner and, to MCA's knowledge, will not knowingly provide Final Deliverables created and supplied by MCA that infringe a third party's intellectual-property rights.
Except for the express commitments in this Agreement and an SOW, services and deliverables are provided as is. MCA does not guarantee particular business results, revenue, engagement, adoption, fundraising, media coverage, search-engine rankings, platform performance, regulatory approval, or other outcome. MCA is not a law firm, accounting firm, cybersecurity provider, or compliance auditor, and its services do not replace advice from qualified professionals in those fields.
13 | Third Party Services
Projects may depend on third-party platforms, hosting providers, printers, software, applications, media outlets, contractors, or other vendors. MCA is not responsible for a third party's acts, omissions, outages, price changes, policy changes, security incidents, service limitations, or discontinuation. MCA will use reasonable care when selecting or coordinating vendors within its assigned scope, but separate vendor terms may apply directly to Client.
Unless an SOW states otherwise, Client will contract directly with and pay third-party vendors. If MCA purchases an approved item on Client's behalf, Client will fund or reimburse the cost as stated in the SOW or written authorization.
14 | Independent Contractor and Subcontractors
MCA is an independent contractor and not Client's employee, agent, partner, fiduciary, or joint venturer. MCA controls the manner and means of performing the services, subject to the SOW. Neither party may bind the other without written authority.
MCA may use qualified employees, independent contractors, or specialist vendors to perform portions of the services and remains responsible for their work within MCA's scope. MCA will require them to protect Confidential Information and comply with material obligations applicable to their work. An SOW may require Client approval before MCA uses a subcontractor for designated services.
15 | Term Suspension and Termination
This Agreement becomes effective when it is first incorporated into an SOW executed by both parties. It will remain in effect while any SOW is active and thereafter until terminated by either party upon written notice. Termination of this Agreement will not terminate an active SOW unless the notice expressly identifies that SOW. Completion or termination of an SOW will not affect any provisions of this Agreement or the SOW that are intended to survive, including provisions concerning payment, confidentiality, intellectual property, indemnification, and limitations of liability.
Either party may terminate this Agreement or an affected SOW for a material breach that remains uncured ten business days after written notice describing the breach. MCA may suspend work sooner for nonpayment, security concerns, unlawful instructions, abusive conduct, or Client action that creates a material professional or legal risk, provided MCA gives notice when reasonably practicable.
Client may terminate an SOW for convenience by written notice. Client will pay for services performed through the termination date, approved or noncancelable commitments, and reasonable closeout work. For fixed-fee work, earned fees will be determined by completed milestones or, when milestones do not reasonably measure progress, the percentage of work completed. After payment, MCA will deliver completed Final Deliverables and paid work in progress in the form then existing, subject to the intellectual-property provisions of this Agreement.
16 | Limitation of Liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost savings, lost data, or loss of business opportunity, arising from or related to the Agreement, even if advised that such damages are possible.
To the maximum extent permitted by law, MCA's aggregate liability arising from or related to an SOW will not exceed the fees paid or payable to MCA under that SOW during the six months preceding the event giving rise to the claim. This limitation does not reduce Client's obligation to pay amounts properly due or apply to liability that cannot legally be limited.
17 | Force Majeure
Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including severe weather, natural disaster, epidemic, war, civil disturbance, labor disruption, utility or internet failure, government action, third-party platform outage, or widespread cybersecurity event. This section does not excuse payment for services already performed. The affected party will provide reasonable notice, mitigate the effect when practicable, and resume performance as soon as reasonably possible.
18 | Notices
Formal notices concerning breach, termination, or legal claims must be in writing and delivered by personal delivery, nationally recognized overnight service, certified mail, or confirmed email to the representatives identified in the applicable SOW or most recent written notice. Routine project communications, feedback, and operational approvals may occur by email or another agreed collaboration platform.
19 | Governing Law and Disputes
Georgia law governs this Agreement without regard to conflict-of-law principles. Before filing a lawsuit, the parties will attempt in good faith to resolve a dispute through discussions between representatives authorized to settle it. If the dispute is not resolved within thirty days after written notice, either party may pursue available remedies in a court of competent jurisdiction located in the Georgia county where MCA maintains its principal place of business, unless the parties agree otherwise in an SOW or applicable law requires another venue.
20 | General Provisions
This Agreement, each executed SOW, and any documents expressly incorporated into them constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous discussions and representations about that subject matter. An amendment must be in writing and approved by authorized representatives of both parties. A waiver applies only to the specific instance stated and does not waive future enforcement.
Assignment. Neither party may assign an active SOW without the other party’s prior written consent. However, either party may assign an SOW to a successor resulting from a merger, reorganization, or sale of substantially all assets related to the services, provided the successor assumes all obligations under the SOW and this Agreement.
Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
Headings. Section headings are provided for convenience only and do not affect the interpretation of this Agreement.
Electronic Signatures and Counterparts. This Agreement and any SOW may be signed electronically and in separate counterparts, each of which will be considered an original and all of which together constitute one agreement.
Survival. Provisions that by their nature are intended to continue after completion or termination will survive, including provisions concerning payment, intellectual property, confidentiality, publicity, disclaimers, limitations of liability, governing law, and dispute resolution.
21 | Online Version and Acceptance
The version of this Agreement identified in a signed SOW, or posted at the referenced web address when that SOW is executed, applies to the project. When a deposit invoice serves as the SOW, the version posted at the invoice’s referenced web address on the date MCA receives the deposit applies. MCA may update the online Agreement for future engagements, but an update will not modify an existing SOW unless both parties agree in writing. By signing or otherwise executing an SOW that incorporates this Agreement, or by paying a deposit invoice that meets the requirements stated above, Client confirms acceptance of this Agreement.