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basc partners, LLC
Master Agreement to Perform Services                       


AGREEMENT (hereinafter referred to as the "Agreement") by and between Basc Partners, LLC (BASC) a company having its principal place of business at 72 W Tioga Street, Tunkhannock, PA 18657 and the Client as defined in basc Order Form ("Client")].


W I T N E S S E T H:


NOW, THEREFORE, in consideration of the premises and the mutual promises exchanged herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound each to the other, do hereby agree as follows:


1.  Business Terms and Conditions


1.1 BASC will render such professional services as Client shall from time to time request.  BASC will perform services that include, but not be limited to strategy, research, advisory, issues counseling, crisis management, corporate positioning, developing consumer marketing solutions, merger and acquisitions communications, healthcare initiatives, business plan writing, marketing plan formulation, and formulating public relations plans.  Each time such services are to be rendered, they will be mutually agreed to in advance and set forth in a separate document called a “Statement of Work”, which will detail the scope of the work to be completed, all estimated fees and expenses and billing and payment terms.  Each Statement of Work entered into by BASC and Client in connection herewith shall become a part of and shall be read in conjunction with this Agreement, and shall be governed by all terms and conditions contained herein.  In the event of inconsistencies, the terms and conditions of this agreement shall take precedence.


1.2 The Client agrees to designate specific members of its organization as agents responsible for approving materials, programs and projects produced or developed by BASC.


2.  Ownership and Copyrights


2.1 All finished materials prepared for and on behalf of Client, and paid for by Client, that Client uses at least once prior to the termination hereof or which Client indicates in writing to BASC during the term hereof as being specifically within the designated plans for adoption and exploitation by Client, shall be, as between BASC and Client, Client's property exclusively and will be given to Client at Client’s request or upon termination or expiration of this agreement.


2.2 BASC undertakes to use all reasonable care in the handling and storing of the Client’s materials but shall not be liable for loss, damage or destruction of such materials howsoever caused or for any other losses (consequential or otherwise) of any nature arising therefrom.


2.3 In purchasing materials or services on Client’s behalf, BASC will act as agent for Client and may state this relationship in contracts.


3.  Confidentiality


3.1 BASC, on behalf of itself and its employees, hereby covenants and agrees that it:


  1. will exercise reasonable care and caution to keep confidential any and all proprietary information concerning Client's business and operation which becomes known to BASC by reason of the performance of its services on Client's behalf, and which information is clearly marked "confidential" or specifically identified in writing as confidential (“Confidential Information”).  Confidential Information includes, but is not limited to, corporate plans and strategies, new product samples, specifications, formulations and pricing information;

  2. will not disclose any Confidential Information to any person outside of the employment of BASC, unless to do so is required in connection with the performance of its services, and in such event BASC hereby agrees to advise said third parties of the confidential nature of said material; and

  3. will return to Client all such Confidential Information which is in a tangible form then in its possession at the termination of BASC's services, except that BASC shall be entitled to keep evidence of its work product.


3.2 It is further agreed that Confidential Information shall not include the following:


  1. information that is in the public domain at the time of disclosure to BASC or which enters the public domain through no fault of BASC or its employees;

  2. information that is in the possession of BASC or its employees at the time of disclosure to BASC;

  3. information that BASC, or its employees, receive from a third party; and

  4. information that is required to be released in compliance with any court order or other directive having the force of law.


3.3 External Third-Parties. The analyzed results are not to be released to external third-parties without the expressed written consent of the Client. This will include, but is not limited to BASC marketing materials, press releases, company websites and new client presentations. BASC is only entitled to disclose to external third parties that [CLIENT] is a client of BASC. 


4.  Indemnities


Client shall indemnify BASC and hold it harmless from any liability, loss, expense (including attorneys’ fees and disbursements), or claims for any error, omission or fault of Client or its Personnel in the performance of this agreement.


BASC shall indemnify Client and hold it harmless from any liability, loss, expense (including attorneys’ fees and disbursements), or claims for any error, omission or fault of BASC or its Personnel in the performance of this agreement.


5.  Force Majeure


BASC shall not be liable for any loss, damage, injury or delay due to any cause beyond its control including (without prejudice to the generality of the foregoing expression) acts of government, strikes, lockouts, fire, lightning, aircraft, explosion, flooding, riots, civil commotion, acts of war, malicious mischief or theft provided that if the services to be rendered hereunder shall be interrupted by such causes as aforesaid to a serious degree, the Fee payable in respect of the period of such interruption shall be reduced by such amount as BASC in its absolute discretion deems reasonable.


6.  Non-Solicitation of Employees


6.1 BASC agrees not to solicit or hire the Client’s employees, who are directly or indirectly involved in matters related to this Agreement or any Statement of Work entered into in connection herewith, for employment with BASC, and the Client agrees not to solicit or hire BASC’s employees, who are directly or indirectly involved in matters related to this Agreement or any Statement of Work entered into in connection herewith, for employment with the Client, with effect from the time that this Agreement comes into force until one year after the expiry of this Agreement. 


6.2 The Client also acknowledges and understands that all BASC Employees are bound to Confidentiality for 1 year after separation from BASC


  1. Notices


Any notice or communication required to be given hereunder may be delivered personally, sent via email or sent by mail or transmitted by telefax to the Client at the address contained herein and to BASC and shall be deemed received within one (1) day if delivered by hand or transmitted by telefax (as the case may be) and within two (3) days if sent by US Mail.


8.  Terms and Termination

8.1 The term of this Agreement shall commence as of [DATE] and continues until either party terminates it by giving ninety (90) days prior written notice.  Client shall pay all fees, charges and expenses incurred by BASC hereunder or under any Statement of Work entered into in connection herewith up to the effective date of such termination.


8.2 Upon the effective date of the termination of this Agreement, all property in BASC's possession belonging to Client pursuant to the terms of Section 2 hereof and all contracts for services and materials entered into by BASC for Client shall be turned over and/or assigned to Client.  The termination (howsoever arising) of BASC’s appointment shall be without prejudice to the Client’s obligations to honor all sums due BASC hereunder, including without limitation, the cost of contracts and commitments which BASC has already entered into on the Client’s behalf with suppliers, media owners or other third parties and the Client shall assume and be responsible for all such commitments and contracts.  The Client shall hold BASC harmless from any losses, claims, damages, expenses (including reasonable attorney’s fees and costs) or liabilities arising from the cancellation or termination such commitments or contracts as a consequence of the termination of BASC’s appointment hereunder.


9. Assignment


BASC or Client shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of both parties.


10.  Compensation


Client shall pay to BASC compensation for each service according to the fees listed in the applicable basc Order Form. 


11.  Governing Law


The terms and conditions set forth herein shall be governed and construed in accordance with the laws of Pennsylvania in the United States of America.

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