Madison Ave Consulting
Services Agreement
Online Terms Incorporated by Reference
This Services Agreement (this “Agreement”) is entered into by and between Madison Ave Consulting, LLC, a New York limited liability company, (“Service Provider”), and the client identified in the applicable Statement of Work or other ordering document that references and incorporates this Agreement (the “Client”). This Agreement is effective as of the effective date of the first such Statement of Work or ordering document executed by the Parties that incorporates this Agreement by reference (the “Effective Date”). Service Provider and Client may be referred to herein individually as a “Party” and collectively as the “Parties.”
1. Incorporation by Reference; Order of Precedence.
1.1 This Agreement is posted at madisonaveconsulting.com/services-agreement/ and is incorporated by reference into each statement of work, order form, proposal, or other ordering document executed by the Parties that references this Agreement (each, a “Statement of Work” or “SOW”).
1.2 Each executed SOW is governed by and made part of this Agreement as though fully set forth herein.
1.3 In the event of a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states that it supersedes a specific provision of this Agreement and identifies that provision by section number.
1.4 This Agreement does not, by itself, obligate either Party to purchase or provide any Services. Service Provider shall provide Services only as set forth in a mutually executed SOW.
2. Services.
Service Provider shall provide to Client the services described in one or more SOWs executed by the Parties (the “Services”).
3. Service Provider Obligations.
Service Provider shall:
(a) designate an employee or contractor to act as its authorized representative with respect to matters pertaining to this Agreement (the “Service Provider Contract Manager”);
(b) designate such employees, contractors, or agents as Service Provider determines, in its sole discretion, are sufficient to perform the Services set forth in each SOW (collectively with the Service Provider Contract Manager, “Provider Representatives”); and
(c) make no changes in Provider Representatives except: (i) following notice to Client; (ii) upon the resignation, termination, death, or disability of an existing Provider Representative; or (iii) at the reasonable request of Client, in which case Service Provider shall use reasonable efforts to appoint a replacement at the earliest time it determines to be commercially viable.
4. Client Obligations.
Client shall:
(a) designate one of its employees or agents to serve as its primary contact with respect to this Agreement and each SOW and to act as its authorized representative with respect to matters pertaining thereto (the “Client Contract Manager”);
(b) ensure that the Client Contract Manager responds promptly to reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services;
(c) cooperate with Service Provider in its performance of the Services and provide access to Client’s premises, employees, contractors, systems, data, and equipment as reasonably required to enable Service Provider to provide the Services;
(d) provide Service Provider the ongoing assistance, cooperation, and information reasonably necessary for Service Provider to fulfill its obligations under the applicable SOW;
(e) take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in Service Provider’s provision of the Services; and
(f) acknowledge that if Service Provider’s performance is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client to the extent arising directly or indirectly from such prevention or delay.
If Client’s acts or omissions materially interfere with Service Provider’s performance, Service Provider may notify Client, and if such interference continues, Service Provider may suspend or terminate the affected Services upon written notice.
5. Fees.
5.1 Fees and Expenses. In consideration of the provision of the Services and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the applicable SOW.
5.2 Time and Materials. Where Services are provided on a time and materials basis: (a) fees shall be calculated in accordance with the hourly rates set forth in the applicable SOW; and (b) Service Provider shall issue invoices monthly in arrears for fees for the preceding period, together with a detailed breakdown of reimbursable expenses incurred in accordance with Section 5.5.
5.3 Fixed Price Basis. Where Services are provided for a fixed price, the total fees for the Services shall be the amount set out in the applicable SOW and shall be paid in the installments set out therein.
5.4 Monthly Service Fee. Where Services are provided on a fixed monthly service fee basis, the monthly fee shall be the amount set out in the applicable SOW. Unless otherwise stated in the SOW, all monthly service fee commitments are for a period of twelve (12) months.
5.5 Expenses. Client shall reimburse Service Provider for all reasonable expenses incurred in connection with the performance of the Services, to the extent permitted by the applicable SOW.
5.6 Non-Refundable Deposit. Client shall pay any non-refundable deposit specified in the applicable SOW. Any such deposit shall be applied toward the total fees due under the applicable SOW but shall not be refunded except that if Service Provider is unable or unwilling to perform the Services for reasons unrelated to Client’s actions or omissions, Service Provider shall refund any unused portion of the deposit.
5.7 Taxes. Client shall be responsible for all sales, use, excise, and similar taxes, duties, and charges imposed by any governmental authority on any amounts payable by Client hereunder, excluding taxes imposed on Service Provider’s income, revenues, gross receipts, personnel, or property.
5.8 Rate Increase. After the initial six (6) months of the initial contract year under an applicable recurring-services SOW, Service Provider may increase its standard fees specified in the applicable SOW upon thirty (30) days’ prior written notice to Client.
5.9 Late Payments. All late payments shall bear interest at the lesser of (a) three percent (3%) per month or (b) the highest rate permitted under applicable law, calculated daily and compounded monthly. Client shall reimburse Service Provider for all reasonable costs incurred in collecting late payments, including attorneys’ fees. In addition to all other remedies, Service Provider may suspend the provision of Services if Client fails to pay any amount when due and such failure continues for ten (10) days following written notice.
6. Limited Warranty; Disclaimer.
6.1 Service Provider warrants that it shall perform the Services: (a) in accordance with the terms and subject to the conditions set forth in this Agreement and the applicable SOW; (b) using personnel of required skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
6.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, THE SERVICES ARE PROVIDED “AS IS,” AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6.3 Service Provider does not represent or warrant that the Services will be uninterrupted, complete, or error-free and expressly disclaims liability for losses caused by errors or omissions in the Services except to the extent prohibited by law.
7. Suspension of Services and Expiration of Balances.
7.1 A “Hold Event” occurs upon the earliest of: (a) Client providing written notice requesting a formal suspension or hold on Services under an applicable SOW, and Service Provider agreeing to such hold in writing; (b) a period of greater than two (2) consecutive weeks during which Client utilizes zero (0) hours of the Services; or (c) a period of greater than two (2) consecutive weeks during which Client’s actual weekly utilization of Services is less than fifty percent (50%) of the estimated weekly hours forecasted in the applicable SOW.
7.2 Upon the occurrence of a Hold Event, any unutilized balance of hours, fees, or funds held for the Services subject to the Hold Event (the “Retainer Balance”) shall be subject to a weekly expiration or reduction fee (an “Expiration Fee”), billed according to the payment terms outlined in the applicable SOW.
7.3 The Expiration Fee shall be calculated at a rate equal to twenty-five percent (25%) of the total estimated weekly hours forecasted in the applicable SOW, unless otherwise specified in that SOW.
8. Change Orders.
8.1 If either Party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing.
8.2 Service Provider shall, within a reasonable time after such request, provide a written estimate of: (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges; (c) the likely effect of the change on the Services; and (d) any other impact the change might have on performance under this Agreement or the applicable SOW.
8.3 Promptly after receipt of the estimate, the Parties shall negotiate and agree in writing on the terms of such change (a “Change Order”).
8.4 Neither Party shall be bound by any Change Order unless mutually agreed in writing by authorized representatives of both Parties.
8.5 Notwithstanding the foregoing, Service Provider may make changes to the Services without Client’s consent if such changes do not materially affect the nature or scope of the Services, the fees, or any performance dates set forth in the applicable SOW.
8.6 Service Provider may charge for the time it spends assessing and documenting a change request on a time and materials basis in accordance with the applicable SOW.
9. Intellectual Property.
9.1 As between the Parties, all right, title, and interest in and to all documents, work product, and other materials delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including the Deliverables, but excluding Client materials and Client Confidential Information, shall remain vested in Service Provider.
9.2 Subject to Client’s payment of all amounts due, Service Provider grants Client a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, perpetual license to use the Deliverables solely to the extent necessary for Client’s internal business use of the Deliverables and the Services.
9.3 Client retains all right, title, and interest in and to its own materials, data, and Confidential Information.
10. Confidentiality.
10.1 From time to time during the Term, either Party (as the “Disclosing Party”) may disclose to the other Party (as the “Receiving Party”) non-public, proprietary, or confidential information that is marked confidential, or if disclosed orally, identified as confidential when disclosed and summarized in writing within ten (10) days thereafter (“Confidential Information”).
10.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through the Receiving Party’s breach; (b) becomes available to the Receiving Party on a non-confidential basis from a third party not prohibited from disclosing it; (c) was in the Receiving Party’s possession prior to disclosure; or (d) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
10.3 The Receiving Party shall: (a) protect the confidentiality of the Disclosing Party’s Confidential Information using at least the same degree of care it uses for its own similar information, and no less than a commercially reasonable degree of care; (b) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; and (c) disclose Confidential Information only to its affiliates and its and their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
10.4 If the Receiving Party is required by law or legal process to disclose Confidential Information, it shall, to the extent legally permitted, provide prior notice to the Disclosing Party and reasonably cooperate, at the Disclosing Party’s expense, in seeking a protective order or other remedy.
11. Term; Termination; Survival.
11.1 This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 11.
11.2 Unless otherwise stated in an applicable SOW, each SOW begins on its stated effective date and continues for the term stated therein.
11.3 Either Party may terminate this Agreement or an affected SOW, upon written notice, if the other Party: (a) materially breaches this Agreement or the applicable SOW and fails to cure such breach within thirty (30) days after receipt of written notice, unless such breach is incapable of cure; (b) becomes insolvent or admits its inability to pay its debts as they become due; (c) becomes subject to a bankruptcy or insolvency proceeding that is not fully stayed within seven (7) business days or dismissed within forty-five (45) business days; (d) is dissolved or liquidated; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed over a material portion of its property or business.
11.4 Notwithstanding Section 11.3, Service Provider may terminate this Agreement or an applicable SOW upon written notice if Client fails to pay any amount when due and: (a) such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment; or (b) such failure occurs more than two (2) times in any two (2) month period.
11.5 Termination or expiration shall not affect rights or obligations that accrued before termination and shall not affect provisions that by their nature should survive, including payment obligations, confidentiality, intellectual property, limitation of liability, governing law, forum, and jury waiver.
12. Limitation of Liability.
12.1 Client shall indemnify and hold harmless Service Provider, its affiliates, employees, and representatives against third-party claims, liabilities, losses, damages, and expenses, including reasonable attorneys’ fees, to the extent arising out of Client materials, Client’s misuse of the Services or Deliverables, or Client’s breach of this Agreement.
12.2 UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER BE HELD LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, OR LOSS OF GOODWILL, FOR ANY REASON WHATSOEVER, INCLUDING THE RESULT OF ERRORS OR OMISSIONS, THE REJECTION OR REMOVAL OF ANY ADVERTISING, ANY DELAY IN DISPLAYING CONTENT, SERVICE PROVIDER THIRD-PARTY SERVICE PROVIDER(S) FAILURE TO DISPLAY OR DISTRIBUTE ADVERTISING, OR SERVICE PROVIDER THIRD-PARTY SERVICE PROVIDER(S) FAILURE TO PERFORM THE SERVICES. SERVICE PROVIDER’S ACCEPTANCE OF THIS AGREEMENT AND THE RATES CHARGED FOR THE ADVERTISING AND OTHER SERVICES ARE BASED UPON THE LIMITATION OF SERVICE PROVIDER’S LIABILITY AS SET FORTH HEREIN. ANY ESTIMATES OF PERFORMANCE MADE BY SERVICE PROVIDER ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND DO NOT CONSTITUTE, AND WILL NOT BE CONSIDERED, A GUARANTEE OF PERFORMANCE OR A GUARANTEE OF RETURN. SERVICE PROVIDER’S LIABILITY FOR ALL CLAIMS BROUGHT BY THE CLIENT ARE LIMITED TO ONE HUNDRED DOLLARS AND NO CENTS ($100).
13. Marketing and Publicity.
13.1 Client grants Service Provider the right to use Client’s name, logo, and a general description of the Services provided under this Agreement for marketing and promotional purposes, including case studies, website content, press releases, and testimonials.
13.2 Service Provider shall obtain Client’s prior written approval before publishing any marketing material that includes non-public information, confidential data, or proprietary details beyond the general scope of work performed.
13.3 Nothing in this Agreement shall be construed as an endorsement by Client of Service Provider’s services or products.
13.4 Client may revoke or limit Service Provider’s right to use its name and logo for future marketing materials upon thirty (30) days’ written notice, except as to materials already published or publicly distributed prior to such revocation.
14. Entire Agreement.
This Agreement, together with all SOWs, exhibits, schedules, attachments, appendices, and any policies expressly incorporated by reference, constitutes the sole and entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
15. Notices.
15.1 All notices under this Agreement must be in writing and sent to the addresses or email addresses designated in the applicable SOW, or to such other address or email address as a Party may later designate by notice.
15.2 Notices are effective upon receipt if delivered personally, by nationally recognized overnight courier, by certified or registered mail, return receipt requested, postage prepaid, or by email with confirmation of transmission, provided that notices of termination, breach, nonpayment, indemnity claims, or legal disputes must also be sent by overnight courier or certified mail.
16. Severability.
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, except that if a fundamental provision is held invalid and cannot be reasonably reformed, the Parties shall negotiate in good faith to modify this Agreement to preserve its intended effect.
17. Amendments; Online Updates.
17.1 Except as expressly permitted in this Section 17, no amendment or modification of this Agreement or any SOW is effective unless in writing and signed by both Parties.
17.2 Service Provider may update this online Agreement from time to time for future transactions by posting a revised version at the URL listed above.
17.3 Unless an SOW expressly states otherwise, the version of this Agreement in effect on the effective date of a particular SOW shall govern that SOW for its entire term, and later online updates shall apply only to SOWs executed after the updated version’s stated effective date.
17.4 Service Provider shall include a version date at the top of this Agreement.
18. Waiver.
No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by the waiving Party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege shall operate as a waiver thereof.
19. Assignment.
Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without Service Provider’s prior written consent. Any purported assignment in violation of this Section is null and void. Service Provider may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
20. Successors and Assigns.
This Agreement binds and benefits the Parties and their respective permitted successors and assigns.
21. Relationship of the Parties.
The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. Service Provider retains sole control over the manner and means by which the Services are performed, subject to the requirements of this Agreement and the applicable SOW.
22. No Third-Party Beneficiaries.
This Agreement benefits solely the Parties and their respective permitted successors and assigns and confers no rights or remedies on any other person or entity.
23. Choice of Law.
This Agreement and all related SOWs are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles.
24. Choice of Forum.
Each Party irrevocably agrees that any action or proceeding arising out of or relating to this Agreement or any SOW shall be brought exclusively in the state courts of New York located in Westchester County, New York, or, if federal jurisdiction exists, in the applicable federal court sitting in New York with jurisdiction over Westchester County. Each Party submits to the exclusive jurisdiction of such courts.
25. Waiver of Jury Trial.
EACH PARTY IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SOW.
26. Counterparts; Electronic Signatures.
Each SOW and any amendment may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures and electronic records shall have the same legal effect as originals.
27. Force Majeure.
27.1 No Party shall be liable for delays or failures in performance, other than Client’s payment obligations, resulting from events beyond the affected Party’s reasonable control, including acts of God, flood, fire, earthquake, epidemic, pandemic, war, terrorism, riot, civil unrest, government orders, embargoes, labor stoppages, utility failures, telecommunication failures, transportation shortages, or inability to obtain necessary supplies or materials.
27.2 The affected Party shall notify the other Party within ten (10) days after becoming aware of the force majeure event, describe the expected duration, and use diligent efforts to mitigate its effects and resume performance.
27.3 If the affected Party’s failure or delay remains uncured for ten (10) consecutive days following notice, the other Party may terminate the affected SOW upon ten (10) days’ written notice.
Version Date: April 13, 2026
URL: madisonaveconsulting.com/services-agreement/