The template framework for larger, custom engagements — scope, fees, IP ownership, ad spend, and liability.
This Master Service Agreement is a template intended to illustrate the structure of a typical agency-client agreement. It is not a substitute for a signed, negotiated contract and should be reviewed and adapted by qualified legal counsel before use with any actual client.
Effective date: July 14, 2026
This Master Service Agreement ("Agreement") is entered into between Primal Growth Co. LLC ("Primal Growth," "we," "us") and the client identified in the applicable Statement of Work ("Client," "you"). This Agreement, together with each signed Statement of Work ("SOW"), governs engagements beyond standard packages purchased directly through the Site checkout and should be read alongside our general Terms of Service and Refund Policy.
Each engagement is defined by a separate SOW that references this Agreement and specifies: the services to be performed, deliverables, timeline, fees, and any client-specific assumptions. In the event of a conflict between this Agreement and an SOW, the SOW controls for that specific engagement. Work outside an SOW's defined scope ("out-of-scope work") will be quoted separately and requires written approval before it begins.
This Agreement remains in effect for as long as at least one SOW is active. Either party may terminate an SOW for convenience with 30 days' written notice, or immediately for the other party's uncured material breach (with a 10-day cure period after written notice). Upon termination, Client will pay for all work performed and expenses incurred through the effective date of termination, and Primal Growth will deliver all completed and in-progress Deliverables paid for as of that date.
Each SOW specifies an included number of revision rounds for its deliverables. Reasonable revisions within the original scope are included; requests that materially expand scope, introduce new deliverables, or exceed the included rounds will be quoted and billed separately, or applied against retainer hours where applicable.
Client agrees to: designate a primary point of contact with authority to approve deliverables; provide timely access to brand assets, platform accounts (e.g., ad accounts, analytics, CMS), and feedback needed to perform the Services; and respond to approval requests within a reasonable time (typically 3 business days) to avoid delaying the project timeline. Delays caused by Client's failure to provide access, assets, or approvals may extend delivery timelines without penalty to Primal Growth.
Each party agrees to protect the other's confidential information (business plans, financials, unreleased products, credentials, and non-public performance data) with the same degree of care it uses for its own confidential information, and not to disclose it to third parties except to employees, contractors, and processors bound by similar confidentiality obligations, or as required by law. This obligation survives termination of this Agreement for three (3) years.
Where an SOW includes paid media management, advertising spend (ad spend) is billed directly to Client's own ad platform accounts (e.g., Meta Ads Manager, Google Ads, TikTok Ads) using Client's payment method on file with that platform — Primal Growth's fees cover strategy, management, and optimization, and do not include the underlying media spend unless explicitly stated in the SOW. Client is solely responsible for funding and maintaining sufficient payment capacity on its ad accounts, and for that platform's own terms of service.
Each party represents it has the authority to enter into this Agreement. Primal Growth will perform the Services in a professional and workmanlike manner consistent with industry standards. Primal Growth makes no guarantee of specific marketing results (traffic, rankings, conversions, revenue, or return on ad spend), as outcomes depend on factors outside our control, including platform algorithms, market conditions, and Client's own product, pricing, and operations. Except as expressly stated in this Agreement, the Services are provided without warranties of any kind, express or implied.
Neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, or lost profits or revenue, arising from this Agreement, even if advised of the possibility of such damages. Each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid by Client under the applicable SOW in the three (3) months preceding the event giving rise to the claim. This limitation does not apply to breaches of the confidentiality provisions, indemnification obligations, or a party's gross negligence or willful misconduct.
Primal Growth is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates an employment, agency, or partnership relationship between the parties. Each party is solely responsible for its own employees, contractors, taxes, and benefits.
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The parties agree to first attempt to resolve any dispute in good faith through direct negotiation between the parties' primary contacts for 30 days. If unresolved, disputes will be subject to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, unless the parties agree in writing to binding arbitration.
This Agreement, together with each signed SOW, constitutes the entire agreement between the parties for the applicable engagement and supersedes prior discussions or proposals for that engagement. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force.
Questions about this Master Service Agreement template, or to request a signed SOW for your engagement, contact support@primalgrowthco.com or Primal Growth Co., Austin, TX. See also our Terms of Service and Refund Policy.