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Client Services Agreement (Reference) 

Note:  This is a reference agreement for a client or potential client to review.  The actual agreement between Maker Call and the client will be provided at informed consent and agreement during member plan confirmation.

Last updated: 7/01/2025

Professional Responsibility Statement

By becoming a member of Makers Call, the Client acknowledges and agrees that the manufacturing coaching services are part of a sequential and collaborative process. The Client understands that effective outcomes depend on the progressive development of ideas and the constructive assessment of prior interactions through a series of structured sessions. Each session is intended to build upon previous discussions, feedback, and deliverables. Meaningful results require the ongoing engagement, participation, and cooperation of both the Client and Makers Call throughout the duration of the Member Plan.

Legal Disclaimer

The information, guidance, and recommendations provided by Makers Call to the Client, in the capacity of a manufacturing coach, are intended for informational and educational purposes only. While every effort is made to ensure the accuracy and relevance of the content shared, it does not constitute legal, regulatory, or professional engineering advice.

Clients and users are responsible for independently verifying all recommendations and ensuring compliance with applicable laws, industry standards, and safety regulations. The use or implementation of any information provided is at the sole discretion and risk of the recipient.

Makers Call disclaims any liability for damages, losses, or consequences resulting from the use or misuse of the information shared through consultations, written content, digital communications, or coaching sessions.

Always consult with a licensed professional engineer or regulatory authority when making decisions involving safety, legal compliance, or regulated manufacturing processes.

1. Scope of Services

Makers Call shall provide professional consulting services to the Client as outlined in the selected Member Plan. Any modifications to the scope of services must be agreed upon in writing and authorized by Makers Call prior to implementation.

2. Fees and Payment Terms

The Client shall pay Makers Call in accordance with the fee schedule set forth in the selected Member Plan. Payment is due in full prior to the commencement of any services provided by Makers Call.

3. Confidentiality and Intellectual Property

Makers Call acknowledges that during the course of engagement, it may have access to certain non-public, confidential, or proprietary information belonging to the Client, including but not limited to trade secrets, technical data, processes, know-how, business strategies, financial information, and other sensitive materials (“Confidential Information”). Makers Call agrees to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of the Client.

Makers Call shall use the Confidential Information solely for the purpose of performing services under this Agreement and shall take all reasonable precautions to protect such information from unauthorized disclosure, including but not limited to restricting access to employees or contractors who have signed appropriate confidentiality agreements.

This obligation of confidentiality shall continue for a period of three (3) years following the termination of this Agreement, or as long as the Confidential Information remains proprietary, whichever is longer. The obligations of this section shall not apply to information that is or becomes publicly available through no fault of Makers Call, is lawfully obtained from a third party without breach of any obligation, or is independently developed by Makers Call without use of the Client’s Confidential Information.

All deliverables created for the Client shall be the exclusive property of the Client upon full payment. Maker Call retains ownership of any pre-existing materials and grants Client a license to use them as necessary.

Patent Inventorship Acknowledgment Disclaimer

The Client acknowledges and agrees that, pursuant to applicable U.S. patent law, including but not limited to 35 U.S.C. §§ 115 and 116, the Makers Call Coach/Consultant shall be named as an inventor on any patent application to the extent they have made an inventive contribution to any invention, design, process, or method developed during the course of the consulting engagement.  Such recognition of inventorship is made solely to comply with legal requirements and does not confer any ownership, title, or interest in the resulting patent or any related intellectual property.  Unless otherwise agreed in writing, all ownership rights in any such patentable subject matter shall remain exclusively with the Client.

4. Independent Contractor

Makers Call is an independent contractor and shall not be considered an employee, agent, or legal representative of the Client for any purpose. Makers Call shall be solely responsible for all federal, state, and local taxes, insurance requirements, and any employment-related obligations arising from the services performed under this Agreement.

5. Liability and Indemnification

Makers Call's total liability under this Agreement shall be limited to the aggregate amount of fees actually paid by the Client for the services giving rise to the claim.  Makers Call makes no warranties, express or implied, except as expressly set forth in this Agreement. The Client agrees to indemnify, defend, and hold harmless Makers Call from and against any and all third-party claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s use of the deliverables, except to the extent caused by Makers Call's gross negligence or willful misconduct."

6. Termination or Pause

This Agreement shall commence on the Member Plan Start Date and continue until Member Plan End Date.

Termination

Either party may terminate this Agreement or an active Member Plan, with or without cause, by providing written notice to the other party. If Makers Call initiates the termination, the Client shall be entitled to a refund for any prepaid fees corresponding to services not yet rendered as of the effective date of termination. Makers Call reserves the right to terminate the Agreement or Client relationship at any time, at its sole discretion. Termination initiated by the Client shall be deemed an Early Cancellation, subject to the terms outlined below.

Early Cancelation

A Client may cancel their Member Plan within fourteen (14) calendar days from the initial Member Plan Start Date, referred to as the Early Cancellation Period. The Client shall remain responsible for payment of all services rendered and reimbursable expenses incurred prior to the effective date of termination. A partial refund will be issued for any unused portion of the service period during the first month, calculated on a pro-rata basis for up to three weeks of unrendered service. After the Early Cancellation Period, no refunds shall be issued; however, the Client may pause the remaining portion of the plan as described below.

Plan Pause

Makers Call understands you may not have enough project work to fill up an entire Plan duration. Clients may pause their Member Plan at any time after the initial fourteen-day period, allowing them to defer the use of any remaining service time. Member Plans are billed in thirty-one (31) day cycles. If the Client uses a portion of the service period, such as twenty-one (21) days, and then elects to pause, the remaining portion—ten (10) days in this example—may be preserved and resumed at a future date. Paused days shall remain valid for use within the original Member Plan duration or within a reasonable time period thereafter, as determined by Makers Call’s policies in effect at the time of resumption.

7. Refunds

Makers Call reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. The Client may request a refund during the first two weeks for the remainder of first month of use. If a refund is deemed to be appropriate, such a refund will be assigned to the remaining billable period. Furthermore, processing fees associated with the transaction will not be refunded. Makers Call reserves the right to take appropriate legal actions against Client for breach of this paragraph.

8. Conflict of Interest

Makers Call agrees to avoid any actual or potential conflicts of interest in the performance of its services under this Agreement and shall promptly disclose to the Client any such conflicts that arise or become known during the term of this Agreement.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved through [mediation/arbitration] conducted in Beaufort County, North Carolina, USA.

10. Non-Solicitation

The Client agrees not to solicit, hire, or engage the Consultant’s employees or subcontractors, directly or indirectly, for employment or contractual services during the term of this Agreement and for a period of twelve (12) months following its termination or expiration.

11. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or failures of suppliers or service providers.

12. Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, understandings, or agreements, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both parties. This Services Agreement is provided by MakersCall to the Client for review, acknowledgment, and acceptance prior to the purchase of any Member Plan.

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