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PMG360 (Engage360) Services Agreement

PMG360, Inc. DBA Engage360 provides a multichannel outreach and AI-driven meeting booking platform designed to help B2B companies increase lead engagement and calendar conversions through automated, personalized outreach.

1. DESCRIPTION OF SERVICES

Beginning on the Effective Date, PMG360 (Engage360) will provide the Recipient with the services described in Exhibit A (collectively, the "Services").

2. PAYMENT

Payment shall be made to Provider upon execution of this Contract. Failure to pay when due may be considered a material breach of this Contract, entitling Provider to cancel this agreement and/or seek legal remedies.

3. TERM

This Contract will automatically renew unless cancelled in writing by both parties after the first 3-month month period. 

4. WORK PRODUCT OWNERSHIP

All copyrightable works, inventions, data outputs, deliverables, analytics, and other materials (the "Work Product") developed in connection with the Services shall remain the exclusive intellectual property of Provider. Recipient receives a non-transferable, non-exclusive license to use Work Product strictly for internal business purposes during the term of this agreement. Provider retains all rights to its proprietary systems, software, and methods, including Engage360's AI platform.

5. CONFIDENTIALITY

Provider agrees to maintain the confidentiality of any non-public information shared by the Recipient that is clearly marked as confidential. Recipient agrees to maintain the confidentiality of all Engage360 methodologies, campaign strategies, system workflows, and proprietary communication scripts. This mutual obligation survives termination. Recipient may not replicate, reverse engineer, or resell any aspect of the Service or deliverables.

6. DEFAULT

The following events constitute a default under this Contract:
- Failure to make payment when due
- Bankruptcy or insolvency of either party
- Property seizure or assignment
- Failure to deliver Services as agreed

7. ATTORNEYS' FEES AND COLLECTION COSTS

The prevailing party in any dispute shall be entitled to recover all collection costs, court fees, and reasonable attorney fees.

8. REMEDIES

A party may terminate this Contract upon 15 days' written notice of default if not cured. All remedies under law are preserved.

9. FORCE MAJEURE

Performance delays due to events beyond either party’s control will not be deemed breaches. If a Force Majeure event continues for more than thirty (30) days, either party may terminate this Agreement without penalty, provided that all outstanding payments due for services rendered are paid.

10. DISPUTE RESOLUTION

Unresolved disputes will be submitted to binding arbitration under the rules of the American Arbitration Association.

11. ENTIRE AGREEMENT

This document constitutes the entire agreement. All prior agreements (written or oral) are superseded.

12. SEVERABILITY

Invalid or unenforceable provisions shall be severed, with remaining provisions remaining valid.

13. AMENDMENT

No amendments shall be valid unless in writing and signed by both parties.

14. GOVERNING LAW

This Contract shall be governed by the laws of the State of New Jersey.

15. NOTICE

Notices shall be sent via certified mail or hand-delivered to the addresses listed above unless otherwise stated.

16. WAIVER

Failure to enforce any provision does not waive the right to enforce it in the future.

17. ATTORNEY'S FEES TO PREVAILING PARTY

In any action arising under this Agreement, the prevailing party shall be awarded reasonable attorney's fees and court costs.

18. CONSTRUCTION AND INTERPRETATION

This Agreement is the product of mutual negotiation and shall not be construed against either party.

19. ASSIGNMENT

Neither party may assign this Contract without written consent from the other party. Any attempt to assign this agreement without written consent shall be void. Notwithstanding the foregoing, Provider may assign this agreement to an affiliate or acquirer as part of a merger, acquisition, or corporate reorganization.

Updates: September 2025