This Marketing Services Agreement (“Agreement”) is entered into as of () by and between 123 Visibility LLC, a business solutions and marketing agency (“Agency”) and () (“Client”).

1. Scope of Services

The Agency agrees to provide the Client with professional marketing and business development services, which may include but are not limited to:

The specific scope of work, deliverables, and pricing will be detailed in a Proposal or Work Order attached hereto and incorporated by reference into this Agreement.

2. Term and Termination

• Term: This Agreement shall commence on () and shall remain in effect until terminated as provided herein.
• Termination: Either party may terminate this Agreement with thirty (30) days’ written notice.
• Payment Upon Termination: Upon termination, the Client shall remain responsible for all services rendered and expenses incurred by the Agency up to the termination date.

3. Late Payments

Any payment not received within ten (10) days of the due date shall incur a late fee of five percent (5%) of the outstanding balance per month until paid in full.

4. Limitation of Liability

• The Agency shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or business interruption.
• The Client acknowledges that marketing results cannot be guaranteed. The Agency’s total liability under this Agreement shall not exceed the total fees paid by the Client.
• The Client agrees to indemnify and hold harmless the Agency and its employees from and against any claims, losses, damages, or expenses arising out of the Client’s business operations, products, or services.

5. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
• Dispute Resolution: Any disputes arising under this Agreement shall be resolved exclusively in the courts located in Long Island, New York.
• The Client agrees to be liable for all reasonable attorney’s fees, court costs, and collection expenses incurred by the Agency in enforcing this Agreement.

6. Miscellaneous

• Entire Agreement: This document, together with all attached proposals or exhibits, constitutes the entire understanding between the parties.
• Amendments: Any modification must be in writing and signed by both parties.
• Severability: If any provision of this Agreement is deemed invalid, the remaining provisions shall remain in full force and effect.
• Notices: All notices shall be in writing and delivered to the address provided by each party, either by certified mail or email with confirmation.