Master Services Agreement

This Master Services Agreement (“Agreement”) is applicable to all services and work provided during a project or engagement between Patient Procure, a New Jersey limited liability company, with its principal place of business at 12 S Mountain Ave, Montclair, NJ 07042 (“Company” or “Patient Procure”) and a client (“Client”) that has authorized Patient Procure to provide services and work.

‍RECITALS
‍WHEREAS, Company is in the business of marketing services and consulting.
WHEREAS, Client desires to engage Company to provide marketing services and consulting, and Company agrees to perform such services, on the terms and conditions set forth herein.
WHEREAS, Company and Client agree that this Agreement shall apply to all such future services.

‍AGREEMENT
‍THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

‍1. Services and Deliverables
‍In connection with Client's marketing campaign, Patient Procure will provide the Services and Deliverables set forth in this Agreement and in any associated Statement of Work (“SOW”). Subject to written agreement between the parties, the Services contained in this Agreement may be updated and amended from time to time. Unless otherwise agreed to in writing, Patient Procure's Services and Deliverables do not include training Client as to how to utilize such materials.Quotes, proposals, and Statements of Work represent Patient Procure's good-faith estimate of the Services and Deliverables to be provided based on information available at the time of preparation. The specific mix of Services, allocation of hours, deliverable types, and tactical execution may evolve over the course of the engagement as Patient Procure learns more about Client's business, as market conditions change, or as data reveals more effective paths to Client's objectives. In the event that the scope of specific Services or Deliverables changes, Patient Procure agrees to provide Services of commensurate or greater value than those originally quoted, at no additional cost to Client, unless the parties agree in writing to a revised scope and fee.

‍2. Timing, Revisions and Approvals
‍Patient Procure will make all reasonable efforts to perform the Services under this Agreement in accordance with the timeline outlined. Client agrees to promptly review and provide any materials, inputs, approvals, or comments as necessary to maintain the agreed upon delivery dates. Client acknowledges that Patient Procure's ability to meet deadlines is dependent upon Client's prompt performance of its obligations to provide materials and approvals in support of the Services. Any changes to the scope of work, brand requirements, timing, or cost shall be communicated and confirmed in writing. Once agreed to by both parties, such changes become binding on both parties.
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‍3. Client Responsibilities
‍Client acknowledges that successful execution of the Services requires active collaboration. Client agrees to:Provide timely administrative access to all relevant platforms, including but not limited to Google Business Profile, Google Ads, Meta Ads, analytics platforms, domain registrars, hosting providers, and any CRM or marketing automation tools;Review and approve content, creative, and other deliverables within five (5) business days of delivery, unless a different timeline is agreed in writing;Respond to Patient Procure's questions, requests, or escalations within a reasonable timeframe, generally within three (3) business days;Monitor and respond to patient inquiries, leads, and reviews surfaced through Patient Procure's work in a timely and professional manner;Refrain from making unauthorized or uncoordinated changes to Client's website, Google Business Profile, ad accounts, or other assets that Patient Procure is actively managing, as such changes may compromise results;Provide accurate, complete, and current business information, including location data, services, hours, and contact information;Maintain active and paid subscriptions for any third-party platforms required to deliver the Services.Delays or failures by Client to meet these responsibilities may affect Patient Procure's ability to meet deadlines, achieve performance milestones (including any guarantees), or deliver Services as scoped, and may trigger the rescheduling fee described in Section 6.
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‍4. Ownership
‍Unless otherwise agreed to between the parties, ownership of Patient Procure's Services and Deliverables shall be as follows:

‍4.1. CLIENT PROPERTY
‍The following items created by Patient Procure shall constitute a “work made for hire” under the U.S. Copyright Act: website content, educational materials, social media content, brand identity materials, brand guide, website code, logo, social media accounts, customer journey maps, video content, photography, copy, and all marketing materials (collectively defined as “CLIENT PROPERTY”). The results and proceeds of Patient Procure's services in connection with CLIENT PROPERTY are specially ordered and commissioned by Client for its own use, and Client shall be the owner and author thereof. CLIENT PROPERTY shall be used exclusively for projects related to and approved by Client.

‍4.2. PATIENT PROCURE PROPERTY
‍The following types of services and/or materials created by Patient Procure shall be owned wholly and exclusively by Patient Procure: acquisition strategies, algorithms, automation and AI tools, advertising targets, brand workshop materials and methodology, processes, templates, tools used in creating video and photo content, copywriting, SEO strategies, reputation management frameworks, and email marketing campaigns frameworks (collectively defined as “PATIENT PROCURE PROPERTY”). Patient Procure shall own and retain 100% of any and all rights to the PATIENT PROCURE PROPERTY and any intellectual property rights therein. Patient Procure grants Client a royalty-free, limited license to use the PATIENT PROCURE PROPERTY solely in connection with Client's business.Notwithstanding the foregoing, only upon Client's full payment to Patient Procure of all outstanding payments, fees, taxes, approved expenses, change costs, and late penalties due, will the results and proceeds of Patient Procure's Services and Deliverables become CLIENT PROPERTY.Patient Procure reserves the right to display and showcase all aspects of its work created for Client on Patient Procure's website, social media channels, portfolio, and in articles, publications, or books for promotional and portfolio purposes, unless Client explicitly requests otherwise in writing.

‍4.3. THIRD-PARTY PLATFORMS AND ACCOUNTS
‍All third-party platform accounts, including but not limited to Google Business Profile, Google Ads, Meta Ads, GoHighLevel subaccounts, domain registrations, website hosting accounts, analytics accounts, and any other third-party software or service accounts used in connection with the Services, shall at all times remain the property of Client, regardless of whether such accounts are created or configured by Patient Procure on Client's behalf. Client grants Patient Procure administrative access to such accounts solely for the purpose of performing the Services. Upon termination of this Agreement, Patient Procure will transfer administrative ownership (where such transfer is supported by the platform) to Client and will relinquish its own access within a reasonable time following final payment.All advertising spend on third-party platforms (including but not limited to Google Ads and Meta Ads) is the direct responsibility of Client, shall be billed directly to Client's payment method on the relevant platform, and is not included in or marked up by Patient Procure's fees.

‍5. Local SEO Performance Guarantee
‍Where Client has engaged Patient Procure for the “Local Domination in 90 Days” service offering, or where a written SOW expressly references the Local SEO Performance Guarantee, the following terms apply:

‍5.1. The Guarantee.
‍Patient Procure will use commercially reasonable efforts to achieve a top-three (3) ranking in Google's local map pack for Client's primary target keyword within ninety (90) days of the engagement start date. If Patient Procure fails to achieve this result within 90 days, Patient Procure will provide Client with a fourth (4th) month of Local SEO services at no additional cost, provided Client remains in good standing under this Agreement.

‍5.2. Primary Keyword Selection.
‍The “primary target keyword” shall be selected jointly by Patient Procure and Client during onboarding, shall be commercially relevant to Client's core service offering and geography, and shall be documented in writing (including by email) prior to the start of the 90-day guarantee period. If the parties do not document a primary target keyword, Patient Procure's written recommendation shall control.

‍5.3. Client-Side Conditions.
‍The Guarantee is conditioned on Client's full cooperation and performance of its obligations. The Guarantee shall be void, at Patient Procure's reasonable discretion, if any of the following occur: Delayed or incomplete grant of Google Business Profile administrative access, or failure to complete Google verification in a timely manner;Failure to approve content, creative, or technical recommendations within seven (7) calendar days of delivery; Failure to respond to Patient Procure's reasonable requests, questions, or escalations in a timely manner (generally within three (3) business days); Failure to address negative reviews, reputation issues, or patient complaints flagged by Patient Procure within a reasonable timeframe; Existing Google penalties, manual actions, or algorithmic suppression affecting Client's domain, business, or location prior to engagement; Unauthorized changes by Client or third parties to Client's website, Google Business Profile, citations, or other assets under Patient Procure's management; Material changes to Client's business name, address, phone number, service offering, or location during the guarantee period; Any violation of Google's Business Profile guidelines or terms of service by Client; Nonpayment or late payment of any invoice during the guarantee period.

‍5.4. Sole Remedy.
‍The remedy described in Section 5.1 (one (1) additional month of Local SEO services at no cost) is Client's sole and exclusive remedy in the event the Guarantee is not met, and is provided in lieu of any refund, damages, or other compensation. The Guarantee does not apply to organic (non-map-pack) search results, paid search results, rankings on other search engines, or any keyword other than the agreed primary target keyword.

‍6. Compensation and Expenses
‍The Setup Fee is required to kick off any engagement unless stated otherwise. This initial payment is non-refundable and serves as a deposit to secure our services. Work will not commence until this has been received, and any work done in advance will be done so at the discretion of Patient Procure.Client will receive invoices via QuickBooks. Invoices are payable via credit card, ACH, or wire transfer. The initial/Setup invoice is due upon receipt and must be paid prior to commencement of work. Thereafter, standard invoices are payable on net-30 terms from the date of invoice. All proposals are quoted in USD and payments will be made at the equivalent conversion rate at the date the transfer is made.Patient Procure reserves the right to charge interest on all overdue debts at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable New Jersey law, whichever is lower. In addition to interest charges, Patient Procure reserves the right to pause all Services until outstanding payments are resolved.If the engagement is terminated before the agreed contract period, any remaining fees for the current billing month will still be due in full.Delays in Client responses or approvals can result in project launch date setbacks. If Patient Procure determines the project is not moving along at a reasonable pace due to Client delays, Patient Procure may put the project on hold, at which point it will be subject to a rescheduling fee of five percent (5%) of the total project value to add the project back on Patient Procure's schedule.Fee adjustments may be necessary when Patient Procure's costs increase. Patient Procure reserves the right to adjust its fees annually or upon renewal of any contract. If agreements are month to month, these changes may occur monthly, and Patient Procure will make every effort to give as much advance notice as possible.

‍7. Term and Renewal
‍Unless otherwise specified in a written SOW, engagements for the Local Domination in 90 Days offering and other retainer-based Services shall have an initial term of ninety (90) days commencing on the engagement start date. Following the initial term, the engagement shall continue on a month-to-month basis until terminated in accordance with Section 14. There is no automatic multi-month renewal; either party may terminate the month-to-month period in accordance with Section 14.

‍8. Healthcare Compliance; HIPAA
‍Patient Procure is a marketing services provider and does not, in the ordinary course of providing the Services, require access to Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”). Client agrees not to transmit, share, or provide PHI to Patient Procure through any channel (including email, file sharing, CRM, forms, or marketing platforms) unless and until the parties have executed a written Business Associate Agreement (“BAA”). If Patient Procure's Services will, or may reasonably be expected to, involve the creation, receipt, maintenance, or transmission of PHI on behalf of Client, the parties will execute a BAA as an addendum to this Agreement prior to any such PHI being shared. In the absence of an executed BAA, any incidental exposure of PHI shall be treated by Patient Procure as confidential information and Patient Procure shall notify Client promptly upon discovery. Client represents and warrants that all materials, data, contact lists, images, testimonials, and content provided to Patient Procure have been collected and are being shared in compliance with all applicable healthcare privacy and advertising laws, including but not limited to HIPAA, state privacy laws, the Federal Trade Commission Act, the federal Anti-Kickback Statute, and state corporate practice of medicine rules where applicable.

‍9. Marketing Communications Compliance (TCPA, CAN-SPAM, and Consent)
‍Patient Procure may, as part of the Services, assist Client in designing, sending, or managing email and/or SMS marketing campaigns. Responsibility for legal compliance of such campaigns is allocated as follows: Client is the sender of record for all email and SMS marketing campaigns sent to Client's contacts, leads, patients, or prospects; Client represents and warrants that it has obtained and maintains all legally required consents for any contact lists, phone numbers, or email addresses provided to Patient Procure or uploaded to platforms managed by Patient Procure, including express written consent where required by the Telephone Consumer Protection Act (“TCPA”) and compliant opt-in and unsubscribe mechanisms under the CAN-SPAM Act; Client is solely responsible for maintaining accurate suppression lists, opt-out records, and consent documentation; Patient Procure will follow industry-standard practices (including honoring unsubscribe requests and implementing standard opt-out language) but does not independently verify the consent status of any contacts provided by Client; Client shall indemnify, defend, and hold harmless Patient Procure from and against any third-party claims, regulatory actions, penalties, damages, or costs (including reasonable attorneys' fees) arising out of or relating to the consent status, sourcing, or quality of any contact list, phone number, or email address provided by Client, or any alleged violation of the TCPA, CAN-SPAM Act, state mini-TCPA statutes, or similar laws arising from campaigns sent on Client's behalf.

‍10. Non-Solicitation
‍During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client shall not, directly or indirectly, solicit for employment or engagement, hire, or retain as an independent contractor any employee, contractor, subcontractor, or other personnel of Patient Procure with whom Client interacted in connection with the Services, without Patient Procure's prior written consent. This restriction shall not apply to general public advertising or job postings not specifically targeted at Patient Procure personnel. In the event of a breach, Client shall pay Patient Procure a placement fee equal to fifty percent (50%) of the first-year compensation of the solicited or hired individual, as liquidated damages and not a penalty.

‍11. Exclusivity
‍Unless Client and Patient Procure have executed a separate written exclusivity addendum and Client has paid any associated exclusivity fee, Patient Procure reserves the right to provide Services to other clients, including clients that may operate in the same vertical or geographic market as Client. Exclusivity within a defined vertical and geographic radius is available as an add-on service for an additional fee, to be agreed in writing.

‍12. Representations and Warranties
‍Each party represents and warrants it has the full right and authority to enter into and perform this Agreement. Patient Procure represents and warrants that it will perform the Services with reasonable care and skill commensurate with industry standards. Client represents and warrants that (i) Client is not subject to any obligation inconsistent with its obligations under this Agreement; (ii) Client has obtained appropriate permissions for any material provided to Patient Procure; and (iii) the materials provided to Patient Procure shall not violate the rights of any third party. Patient Procure makes no representation or warranty, express or implied, regarding specific business outcomes beyond the express guarantee set forth in Section 5 (if applicable), including but not limited to specific lead volume, revenue, conversion rates, organic or paid search rankings outside the scope of Section 5, or return on ad spend. Client acknowledges that marketing results depend on numerous factors outside Patient Procure's control, including third-party platform policies and algorithm changes, market conditions, and Client's own operations.

‍13. Independent Contractor Status
‍Client is engaging Patient Procure as an independent contractor. This Agreement does not create a joint venture, partnership, or employment relationship between Patient Procure and Client. While Patient Procure will provide marketing and branding services, Patient Procure is not authorized to enter into contracts or make legally binding commitments on behalf of Client without explicit written approval. Each party shall be responsible for its own tax obligations. The relationship contemplated is of a nonexclusive nature, as Patient Procure performs services for several organizations at any given time.

‍14. Termination
‍Either party may terminate this Agreement upon notice in writing if the other is in material breach of this Agreement and such breach remains uncured within ten (10) days of receiving notice. Following the initial term set forth in Section 7 (or in the applicable SOW), either party may also terminate this Agreement for any reason with thirty (30) days' prior written notice to the other party. In the event of termination due to Client's uncured material breach, Patient Procure shall be under no obligation to render any further Services or provide Client with any work product, and Client shall pay all outstanding invoices immediately. In the event Client terminates for any reason other than Patient Procure's uncured material breach prior to the expiration of the initial term, Client shall pay a termination fee equal to twenty percent (20%) of the remaining contract value for the balance of the initial term, not to exceed three (3) months of fees. Patient Procure shall be compensated for all Services rendered as of the date of termination, including any approved expenses already incurred. Patient Procure shall retain ownership of all original artwork and designs until all outstanding invoices are paid in full. Upon full payment, Patient Procure will transfer to Client all CLIENT PROPERTY as defined in Section 4. Sections 4 (Ownership), 5.4 (Sole Remedy), 8 (HIPAA), 9 (TCPA/CAN-SPAM Indemnity), 10 (Non-Solicitation), 16 (Indemnity), 17 (Limitation of Liability), and 18 (Confidentiality) shall survive the termination or expiration of this Agreement.

‍15. Force Majeure
‍Patient Procure shall not be deemed in breach of this Agreement if unable to complete the Services by reason of fire, earthquake, labor dispute, act of God, death, illness, pandemic, or any local, state, federal law, governmental order or regulation, or any other event beyond Patient Procure's control. Upon such event, Patient Procure shall provide notice to Client and propose revisions to the schedule.

‍16. Indemnity
‍Each party shall indemnify and hold the other party harmless from any third-party liabilities, losses, claims, suits, damages, costs and expenses incurred arising out of (i) a party's breach of this Agreement; or (ii) reckless or willful misconduct in connection with this Agreement. For the avoidance of doubt, Client's indemnification obligations include the matters specifically enumerated in Section 9.

‍17. Limitation of Liability
‍The Services and work product of Patient Procure are provided “as is.” In all circumstances, the maximum liability of Patient Procure to Client for damages for any causes whatsoever shall be limited to the fees actually paid by Client to Patient Procure during the three (3) months immediately preceding the event giving rise to the claim. In no event shall Patient Procure be liable for any lost data, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or Services provided, even if advised of the possibility of such damages.

‍18. Confidentiality
‍Patient Procure acknowledges that in the course of providing Services, it may acquire Confidential Information from Client. “Confidential Information” includes any business, technical, and financial information of Client. Patient Procure shall not disclose such Confidential Information to any third party without prior written consent of Client or use the Confidential Information for any purpose other than to carry out the Services. This obligation will not apply to information which is in the public domain other than through default or negligence of Patient Procure. Client owes reciprocal confidentiality obligations with respect to Patient Procure's non-public methodologies, pricing, tools, and PATIENT PROCURE PROPERTY.

‍19. Notices
‍All legal notices under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt) to the primary contact identified by each party, with a copy sent by certified mail or nationally recognized overnight courier to the party's principal place of business. Notices to Patient Procure shall be sent to jake@patientprocure.com and to the address listed above. Notices to Client shall be sent to the email and address identified in the applicable SOW.

‍20. Electronic Signatures
‍This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including signatures affixed via DocuSign, Adobe Sign, or similar services), scanned PDF signatures, and emailed acceptance shall have the same force and effect as original handwritten signatures.

‍21. General Provisions
‍Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party. Both parties agree to comply with all applicable laws and regulations in relation to their activities under this Agreement and not cause the other to breach any applicable laws or regulations. This Agreement shall remain in effect until terminated in accordance with Section 14. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, oral or written. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict of laws principles, and both parties consent to the exclusive jurisdiction of the state and federal courts located in New Jersey for any disputes arising out of this Agreement.

‍The parties have executed this Agreement as of the Effective Date set forth in the applicable SOW or invoice.