Effective Date: May 21, 2026
This Master Services Agreement ("Agreement") is entered into by and between Immense Careers Group ("Service Provider") and Sound Mind Sound Body (SMSB) ("Client").
1. Services Description
The Service Provider agrees to perform the Services and deploy the Deliverables as selected by the Client in Exhibit A. These services are specifically designed to aggregate data across all 27 sites, automate grant compliance alerts, and track scholarship ROI for funders.
2. Intellectual Property Rights & Ownership
2.1. Service Provider Intellectual Property: The Service Provider retains all right, title, and interest in and to all Proprietary Materials, methodologies, software codebases, algorithms, designs, formats, and tools used to create the Deliverables or provide the Services. No transfer of ownership of any Proprietary Materials is implied or granted under this Agreement.
2.2. Limited License to Client: Upon full and final payment of all undisputed setup and maintenance fees, the Service Provider grants the Client a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the Deliverables solely for the Client's internal business purposes.
2.3. Restrictions on Use: The Client shall not, nor permit any third party to: (a) copy, modify, translate, reverse engineer, decompile, or disassemble any software or Proprietary Materials provided by the Service Provider; (b) create derivative works based on the Proprietary Materials; or (c) distribute, sell, lease, rent, or otherwise commercialize the Proprietary Materials or Deliverables without the express written consent of the Service Provider.
3. Term, Termination & Reneging Terms
3.1. Term: The initial term of this Agreement shall commence on the Effective Date and remain in effect for a period of one (1) year. Following the initial term, this Agreement shall automatically renew for successive one (1) year periods under the monthly maintenance terms outlined in Exhibit A, unless either Party provides written notice of its intent not to renew at least thirty (30) days prior.
3.2. Breach & Reneging: In the event either party defaults on or seeks to back out of its obligations under this Agreement ("Reneging"), the defaulting party shall be liable for all reasonable expenses incurred. If Client reneges, Client remains fully liable for all setup fees and any monthly fees accrued up to the date of formal termination. Either party may terminate immediately for cause if a material breach is not cured within fifteen (15) days of receiving written notice from the non-breaching party.
4. Confidentiality & Data Security
The receiving Party agrees to hold all Confidential Information in strict confidence. The Service Provider acknowledges the highly sensitive nature of the student-athlete data and grant reporting metrics involved in the Deliverables and agrees to employ industry-standard security and encryption measures.
5. Payment Terms & Invoicing
5.1. Fees: The Client agrees to pay the Setup and ongoing Maintenance fees corresponding to their selected Partnership Tier as outlined in Exhibit A.
5.2. Payment Terms: Setup fees will be invoiced upon execution of this Agreement. Monthly maintenance fees will be invoiced on the 1st of each month following platform deployment. All invoices are due and payable within thirty (30) days of the invoice date (Net-30).
6. Warranties & Limitation of Liability
IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION. THE SERVICE PROVIDER'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
7. Governing Law
This Agreement and any dispute arising hereunder shall be governed by, construed, and enforced in accordance with the laws of the State of Michigan.
EXHIBIT A: STATEMENT OF WORK (SOW) & PRICING
Please select your preferred Partnership Option for the development and maintenance of the Sound Mind Sound Body technology ecosystem:
TIER 1: PREMIUM ECOSYSTEM
- Deliverables: Master Tracker + 27 Sub-Trackers + Custom Mobile App + Website Takeover
- Setup Fee: $45,000 (One-time)
- Maintenance & Hosting: $4,500 / month
TIER 2: CORE COMPLIANCE
- Deliverables: Master Tracker + 27 Sub-Trackers (Web Only) + Website Takeover
- Setup Fee: $25,000 (One-time)
- Maintenance & Hosting: $2,500 / month