This Agreement is written in plain language to ensure clarity and mutual respect. We believe in a collaborative, honest working relationship built on direct communication, realistic expectations, and mutual accountability. PowerPush is a results-driven system, not a magic wand — and this Agreement reflects that spirit.

 

1. DEFINITIONS

1.1 “Services” means the strategic, marketing, automation, and lead generation services, including but not limited to client research, CRM configuration, workflow creation, communication campaigns, dashboards, and related deliverables provided by the Service Provider as further described in one or more Statements of Work (“SOW”).

1.2 “Deliverables” means any outputs, assets, documentation, or configurations produced or provided by the Service Provider to the Client under this Agreement.

1.3 “Statement of Work” or “SOW” means a document signed by both Parties that defines the specific scope, fees, and deliverables for a particular engagement under this Agreement.

1.4 “Confidential Information” has the meaning set forth in the Service Provider’s standard Non-Disclosure Agreement (“NDA”), which shall be incorporated by reference. Confidential Information includes, but is not limited to, business strategies, systems, SOPs, client data, technical specifications, marketing plans, pricing, deliverables, presentations, internal communications, and any other non-public information disclosed in written, oral, or electronic form.

1.5 In the event of any conflict between the terms of this Agreement and any applicable SOW, the terms of this Agreement shall govern unless the SOW expressly states that it overrides specific provisions of this Agreement.

 

2. SCOPE OF SERVICES

2.1 The Service Provider shall perform Services in accordance with the applicable SOW(s), which may reference deliverables from the PowerPush Platform’s standardized service tiers and fixed-scope strategic modules. Tier labels (Silver, Gold, Platinum) describe delivery groupings only. No tier includes future or unlisted modules unless specified in writing within the SOW. These include the five core Pillars—Market Research, Ideal Client Avatar, Lead Generation,Lead Conversion, and Client Retention & Referrals—each with defined deliverables by service tier (Silver, Gold, Platinum), as well as optional strategic modules, all of which may be selected and adapted per Client needs and SOW terms.

2.2 Each SOW shall specify the timeline, responsibilities, deliverables, and any third-party platforms or systems involved. Initial deliverables are typically completed within the first 30–45 business days following onboarding. However, full system implementation, optimization, and measurable results may extend across the full 90-day engagement period. The Service Provider agrees to use commercially reasonable efforts to meet all delivery milestones, but shall not be liable for delays caused by Client inaction or external dependencies. Reasonable schedule adjustments may be made due to internal team availability, provided timely notice is given. Deliverables shall be deemed accepted if no written notice of defects or non-conformity is received within ten (10) business days of delivery or as otherwise stated in the applicable SOW.

2.3 Any additional work requested by the Client not covered in a current SOW must be documented in a new or amended SOW and approved in writing by both Parties. Changes may also be implemented through an authorized Change Order or Addendum signed by both Parties.

 

3. TERM AND TERMINATION

3.1 This Agreement shall commence on the Effective Date and remain in effect unless terminated in accordance with this section. Unless otherwise specified in the applicable SOW, the minimum commitment period shall be ninety (90) days from the Effective Date. Early termination during this period shall not release the Client from payment obligations for the full minimum term.

3.2 Either Party may terminate this Agreement with ninety (90) days written notice.

3.3 Either Party may terminate this Agreement or an individual SOW with thirty (30) days written notice in the event of a material breach by the other Party, provided such breach remains uncured at the end of the notice period.

3.4 Upon termination, the Client shall pay for all Services performed up to the effective termination date.

 

4. FEES AND PAYMENT

4.1 Fees and payment terms shall be set forth in the applicable SOW.

4.2 All fees are due within fifteen (15) days of the invoice date unless otherwise agreed.4.3 Late payments may incur a fee of 1.5% per month or the maximum allowed by law, whichever is less.

4.4 Fees do not include applicable taxes, which will be the responsibility of the Client.

4.5 The Service Provider reserves the right to suspend Services if payment is not received within fifteen (15) days of the due date, and such suspension shall not constitute a breach of this Agreement.

4.6 All payments are non-refundable unless otherwise stated in the applicable SOW or a proven material breach occurs as determined by arbitration or court.

4.7 If any amount due is not paid within thirty (30) days of the due date, the Client shall be responsible for all reasonable costs of collection, including legal fees, filing fees, and third-party recovery costs.

4.8 The Client acknowledges that the Service Provider is not obligated to provide itemized invoices unless otherwise specified in the SOW.

 

5. CLIENT OBLIGATIONS

5.1 The Client shall provide access to personnel, systems, data, and approvals as reasonably required to enable timely and effective delivery of Services.

5.2 The Client is responsible for the accuracy and legality of all information and content it provides.

5.3 The Client shall ensure that access credentials, third-party systems, and internal tools required to execute the SOW are made available in a timely and secure manner.

5.4 The Client agrees to comply with applicable laws and not use the Deliverables for any unlawful purpose.

5.5 The Client shall remove the Service Provider’s access to any systems, platforms, or tools within five (5) business days following termination or expiration of the Agreement, and the Service Provider shall delete any remaining access credentials or Client data retained solely for operational purposes within a commercially reasonable time thereafter. Upon such termination, each Party shall return or destroy all Confidential Information of the other Party in its possession and confirm such action in writing within ten (10) business days. Delays in providing access, assets, or approvals may impact the agreed timeline and shall not constitute a breach by the Service Provider.

5.6 The Service Provider shall maintain commercially reasonable administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Client data during the term of this Agreement.

5.7 The Client is responsible for reviewing and testing all workflows, campaigns, or automations prior to deployment or external publication, and for ensuring all necessary approvals and assets have been provided in advance to prevent timeline delays. Deliverables may be subject to formal handoff or acceptance milestones as described in the applicable SOW.

5.8 The Client acknowledges it is responsible for maintaining backup copies of any data or assets it supplies to the Service Provider. The Service Provider shall not be liable for lost content unless such loss is caused solely by the Service Provider’s willful misconduct.

5.9 The Parties agree to act in good faith, communicate proactively, and cooperate to resolve blockers or delivery challenges. The Client agrees to respond to requests, approvals, and content submissions in a timely manner to prevent delays.

 

6. OWNERSHIP AND LICENSE

6.1 All frameworks, processes, automations, and systems created by the Service Provider remain the intellectual property of the Service Provider unless expressly stated otherwise in the SOW. However, custom-developed deliverables that are created exclusively for the Client and not reused in other client environments may be jointly owned or transferred upon full payment, as specified in the applicable SOW.

6.2 The Client is granted a non-exclusive, non-transferable license to use the Deliverables for its internal business purposes.

6.3 Custom content, copy, and campaign materials generated specifically for the Client under an SOW shall be owned by the Client, subject to payment in full for such work. Deliverables shall meet the functional requirements described in the applicable SOW, but are otherwise provided ‘as is’ without warranty of fitness for a particular purpose or merchantability unless otherwise agreed in writing. The Service Provider does not guarantee any specific results or performance outcomes from the use of Deliverables. Deliverables are provided for functional use only, and once implemented in any live, public, or customer-facing capacity by the Client, such Deliverables shall be deemed accepted.

6.4 The Client acknowledges that certain templates, automation frameworks, or system configurations delivered as part of the Services may incorporate the Service Provider’s background intellectual property or reusable components, which shall remain the sole property of the Service Provider and may be used in other client engagements.

6.5 The Client acknowledges it is not relying on any representations or warranties except as expressly stated in this Agreement or applicable SOW. The Client understands that marketing references or descriptions of future capabilities do not imply inclusion unless stated in the signed SOW. The Client further acknowledges that no testimonial, case study, marketing content, or reference shared verbally or in writing shall be interpreted as a promise of future performance or guarantee of specific outcomes unless expressly incorporated into the applicable SOW.

6.6 The Service Provider shall not be liable for outcomes resulting from any modifications made by the Client or third parties after delivery. Audit logs or platform activity records may be used as evidence in resolving any such disputes.

6.7 The Service Provider reserves the right to withhold delivery or transfer of any Final Deliverables—including but not limited to assets, logins, campaigns, and accounts—until all outstanding payments have been made in full.

 

7. CONFIDENTIALITY

7.1 The Parties agree to maintain confidentiality in accordance with the NDA incorporated into this Agreement.

7.2 Confidentiality obligations shall survive the termination of this Agreement. Each Party shall ensure that its employees, agents, contractors, or affiliates who access Confidential Information are bound by confidentiality obligations no less protective than those stated herein, and shall remain liable for their compliance. The Parties agree that any unauthorized disclosure of Confidential Information would cause irreparable harm for which monetary damages may be an insufficient remedy. Either Party may seek injunctive relief in the event of such breach without posting bond.

 

8. LIMITATION OF LIABILITY

8.1 Except in cases of proven willful misconduct, breach of confidentiality, or breach of intellectual property, the total cumulative liability of either Party for all claims arising under or related to this Agreement shall not exceed the total monthly recurring service fees (excluding any project-based or one-time fees) paid by the Client to the Service Provider in the six (6) months preceding the first such claim. This cap applies in aggregate and not per incident. For any claim related to a fixed-fee or milestone-based SOW, the maximum liability shall be limited to the total amount paid by the Client under that specific SOW, and no cumulative remedies under any SOW shall exceed the fees paid for that SOW. Refunds or service credits shall not apply unless a material breach of deliverables is proven in arbitration or court.

8.2 Neither Party shall be liable for any indirect, incidental, or consequential damages, including loss of profits, business interruption, or reputational harm.

8.3 Notwithstanding the foregoing, the Service Provider may use anonymized or aggregated data derived from performance metrics collected during the engagement to analyze service effectiveness, improve its offerings, and for internal reporting purposes, provided such use does not include personally identifiable or proprietary Client information.

8.4 The Service Provider utilizes third-party platforms, including but not limited to CRM, automation, analytics, and communication tools, which are governed by their respective terms of use and privacy policies. The Service Provider makes no representations or warranties regarding these third-party platforms, and shall not be liable for service interruptions, data loss, or breaches originating from such third-party systems. The Client acknowledges that the use of such platforms is essential to service delivery and agrees that the Service Provider’s liability shall be limited to the configuration and deployment of these tools within the scope of the applicable SOW.

8.5 Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to that Party’s gross negligence, willful misconduct, or material breach of this Agreement. This indemnity shall not apply to claims arising from the Client’s misuse or misconfiguration of any third-party tools, or use of Deliverables contrary to provided instructions.

 

9. NON-SOLICITATION

9.1 During the term of this Agreement and for six (6) months thereafter, neither Party shall solicit for employment or contract, directly or indirectly, any personnel of the other Party who were directly engaged in the delivery of the Services under this Agreement and with whom the soliciting Party had direct interaction, without prior written consent.

 

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 This Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada.

10.2 The Parties agree to attempt resolution through good faith negotiation. If unresolved, any dispute shall be referred to binding arbitration under the Arbitration Act, 1991 (Ontario), administered by a single arbitrator through the ADR Institute of Ontario. The arbitration shall be conducted in English and held in Ontario, Canada.

10.3 The Parties acknowledge and agree that this Agreement may be executed electronically, and that electronic signatures and transmission of executed documents via email shall be legally binding and enforceable under the laws of Ontario, Canada.

11. FORCE MAJEURE

11.1 Neither Party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including natural disasters, war, civil disturbances, labor disruptions, or system failures.

 

12. ENTIRE AGREEMENT

12.1 This Agreement and its exhibits, including any SOWs and incorporated NDA, constitute the entire agreement between the Parties.

12.2 No amendment shall be valid unless in writing and signed by both Parties.

12.3 The provisions related to confidentiality, intellectual property ownership, limitations of liability, dispute resolution, and non-solicitation shall survive the termination or expiration of this Agreement.