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Next Call Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into as of the date last signed below, by and between Next Call LLC (the "Company") and the undersigned client (the "Client"), collectively referred to as the "Parties".

1. Definitions

"Client Materials" means any resources provided by Client for the performance of Services.
"Company IP" includes software, tools, and methodologies used by the Company to perform Services, excluding any Client proprietary information.
"Confidential Information" involves all business-related information disclosed between Parties, treated as confidential.
"Intellectual Property Rights" covers all rights related to creations like copyrights, trademarks, trade secrets, patents, and more.


2. Services

Engagement: Client engages Company to provide services as described in mutually agreed Statements of Work (SOWs).
Provision of Services: Services will be rendered in a professional manner or as per agreed industry standards.
Statements of Work (SOWs): Under this Statement of Work, we will collaborate with you to gather and prepare the appropriate documentation required to request the reinstatement and or verification of your suspended Google Business Profile. We will submit the necessary evidence to Google on your behalf. Please note that while we will make every effort to achieve reinstatement, we cannot guarantee that Google will reactivate your business listing. Should you request modifications to your Google Business Profile post-reinstatement, there will be additional fees.


3. Fees and Payments

Fees: Client agrees to pay $399 upon reinstatement of a suspended Google Business Profile or $299 upon verification of an unverified Google Business Profile  
Payment Terms: Payment is due upon completion of services or as detailed in each SOW.


4. Ownership and Intellectual Property


Client Materials and IP: Client retains ownership of its materials and intellectual properties used.
Deliverables: Client owns all rights to the deliverables, except as specifically granted to the Company.


5. Confidentiality

Protection of Confidential Information: Both parties agree to protect each other’s confidential information from unauthorized use and disclosure.
Exceptions: Standard exceptions to confidentiality obligations include information already public or independently developed without access to the Confidential Information.


6. Client and Company Obligations

Client Responsibilities: Provide necessary materials and information for service performance.
Non-solicitation: Restrictions on employing each other’s employees during and post the agreement term.


7. Term and Termination

Term: The agreement is effective from the date of signing until terminated as provided herein.
Termination: Either party may terminate the agreement with prior notice, or immediately in case of material breach.


8. Limitation of Liability

Limitations: The Company’s liability is generally limited to the amount paid by the Client within the last month prior to the claim, covering only direct damages.


9. General Provisions

Governing Law: This agreement shall be governed by the laws of Ohio.
Entire Agreement: This document and any SOWs represent the entire agreement between the Parties.

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