Master Services Agreement

This Master Service Agreement ( “Agreement”)  and  is made and entered into by between Support Shepherd LLC dba Somewhere (“Somewhere”) and the entity or individual (“Client”) named on the mutually executed Service Order Form (“Order”) supporting the purchase of Services (as defined below), (individually, “the Party”, jointly, “the Parties”). The Parties acknowledge that this MSA governs and regulates all aspects of their business relationship. In consideration of the mutual promises and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Somewhere and Client, intending to be legally bound, agree as follows:

1. Services

Client hereby engages and Somewhere hereby accepts such engagement, as an independent contractor, to provide certain services to Client on the terms and conditions set forth in this Agreement. Somewhere shall provide to Client certain Services, as described in a mutually executed Order. Client represents, warrants, and covenants to Somewhere that the role(s) requested by Client to be fulfilled by an individual selected by Client for placement (“Candidate”) are lawful in the jurisdiction(s) of Client’s operations and/or are not intended to and will not interfere with the privacy, contractual, statutory or common law rights of any third-party. 

2. Modification of Service Scope

Client acknowledges and agrees that any modification to the Services described within an Order shall be limited to a single occurrence. This modification must be formally requested in writing and is subject to approval by  the Parties. Once the agreed-upon modification has been implemented, no further alterations to the Service shall be permitted. This restriction aims to ensure clarity, consistency, and effective service delivery.

3. Fees

In consideration of the Services rendered, Client agrees to pay Somewhere fees and costs (“Somewhere Fees”) according to the terms and conditions outlined in the corresponding Order(s). Somewhere Fees shall be payable following the payment terms outlined in each Order. Client agrees to be charged by Somewhere for Somewhere Fees and as outlined in each Order.

4. Term and Renewal

This Agreement shall commence on the date of the first executed Order and shall continue for an initial term of twelve (12) months. Thereafter, the Agreement will automatically renew for successive twelve (12) month terms, unless terminated by Client with at least ninety (90) days' written notice prior to the end of the then-current term.

5. Termination 

A "Material Breach" is defined as a substantial failure to perform under the terms of this Agreement, which defeats the purpose of the engagement and deprives the non-breaching party of the benefits reasonably expected under the Agreement. In the event of a Material Breach by Client, specifically where Client fails to make payment as agreed upon or Client’s unauthorized or illegal use of the services, Somewhere reserves the right to seek all available remedies under law and equity. Such remedies may include, but are not limited to, suspension of services, termination of the agreement, and pursuit of legal action to recover any outstanding amounts owed, including costs and attorney fees incurred in such pursuit. Additionally, Somewhere may initiate the collection of fees owed by charging Client's payment methods on file, as authorized by Client in this Agreement. 

Upon termination, Somewhere reserves the right to immediately terminate any corresponding Order. When Client, for any reason, contacts a Candidate directly to hire them, the Agreement may immediately terminate this Agreement without notice and Client shall be obliged to pay the corresponding headhunter fee. In no event will termination of the Agreement relieve Client of its obligation to pay any fees payable to Somewhere for the period prior to the effective date of termination. 

6. Confidentiality

Somewhere carries out its searches in a professional and confidential manner. Confidential information divulged to us, in many cases, is vital to our ability to locate the best possible Candidate. We respect this information and conversely require that Client treat all candidate information and general information provided by Somewhere or on behalf of Somewhere as Confidential Information.  Confidential Information includes all information for the execution of the present contractual purpose, including but not limited to job descriptions, salaries, payment terms, fees, and in general, any information that has been shared by Somewhere with Client as part of Somewhere’s know-how.

The Parties agree to maintain commercially reasonable security measures to protect the confidentiality of all information shared for the development of the contractual purpose. Any disclosure of the information subject to this Agreement will be considered a Material Breach and a violation of the confidentiality obligations under this Agreement  

The confidentiality obligations set forth herein shall remain in effect during the term of the Agreement and shall expire two years after the effective date of termination of the Agreement.  

7. Equitable Relief

If Client breaches or threatens to breach this Agreement, Client hereby acknowledges and agrees that Somewhere shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction, and that money damages may not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. This equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. 

8. Indemnification and Liability

Client agrees to defend, indemnify, and hold harmless Somewhere and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out, resulting from or in connection with Client’s conduct relative to a Candidate, the performance of the Candidate, and/or from any liability arising from any questions and/or complaints relative to Client’s conduct relative to a Candidate and/or the Candidate’s performance or work product. Additionally, Client shall be responsible for all taxes, fees, and licenses required to employ or contract with the Candidate. 

9. Effectiveness of the Agreement

This Agreement shall be deemed to be effective upon execution by both parties and shall be valid until terminated pursuant to the provisions hereof.

10. Survival of Obligations

Notwithstanding the termination of this Agreement, Client’s obligations related to (i) payment to Somewhere for services rendered, (ii) confidentiality, and (iii) indemnification of Somewhere, in each case as set forth in this Agreement, shall survive any termination of this Agreement.

11. Amendment of the Agreement

No amendment, modification or other variation can be made to this Agreement without the mutual written agreement of the Parties.

12. Applicable Law and Jurisdiction

This Agreement and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, statute, or otherwise, for all purposes shall be governed by and construed in accordance with the laws of the State of Texas (including its statutes of limitations), without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in the courts situated in Denton County, Texas. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

13. Entire Agreement
    

This Agreement, including all addendums hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes any prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. No Third-Party Beneficiaries
    

There are no third-party beneficiaries under this Agreement.

15. Limitation of Liability
    

NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CLIENT’S USE OF THE SERVICES. Notwithstanding any instructions, deadlines, and/or circumstances presented by Client, Somewhere shall not be liable to Client, under any theory, in the event that Somewhere is unable to locate and place a Candidate with Client. 

16. Notice Address
    

All notices from Client to Somewhere, required and/or relating to this Agreement, shall be directed to:

• Via electronic mail:

legal@somewhere.com

• Via mail: 

Support Shepherd LLC dba Somewhere

PO Box 434 Prosper, TX 75078, USA

17. Electronic Signatures and Communications. 

The Parties agree that electronic signatures, whether digital or encrypted, by a Party’s authorized signatory are intended to authenticate such signatures.