1. Agreement Overview: This agreement is between Current Development, LLC (“Agency”) and “Client”.
2. Professional Services: Agency agrees to perform the services as outlined in this agreement.
3. Confidentiality: Agency and Client are governed by any signed NDA (if applicable) and will maintain full confidentiality of services provided.
Client agrees to compensate Agency for services as outlined in the attached scope of work or proposal. Compensation will fall under one of the following structures:
For ongoing services under a 12-month retainer agreement, fees are billed monthly at the rate specified in the contract. The retainer agreement will auto-renew for additional 12-month terms unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
All invoices are due within 15 days of receipt. A finance charge of 1.5% per month (or the maximum allowable by law) will be added to any unpaid balance more than 15 days past due. In the event of collection or legal action to recover unpaid fees, the Client will be responsible for all associated costs, including attorney’s fees and court costs.
1. Hard Costs: Agency is not responsible for “hard costs” such as legal fees, hosting, travel expenses such as airfare, gas, meals, and incremental travel related expense, etc. Client will be notified in writing of all hard costs prior to approval.
2. Upfront Payments: Some third-party vendors require upfront payment. Agency will notify the Client of such costs, and if they exceed the approved budget. Client approval is required before proceeding. Incremental costs are the Client’s responsibility and billed monthly with written approval required before purchase.
1. Cooperation: Client agrees to provide Agency with reasonable information and cooperation necessary for the completion of contracted work, including timely approvals, access to relevant systems (if applicable), and required brand/compliance guidance.
2. Limited License: Agency is granted a limited license to use Client’s intellectual property solely for performing the services outlined. This license terminates upon the agreement’s termination.
3. Representations and Warranties: Both parties represent and warrant compliance with all applicable laws and industry standards. Client warrants it holds all necessary certifications and licenses required for the services. Both parties represent and warrant they have the authority to enter into and perform under this agreement.
1. Survivability: If the Client is acquired by a third party, this agreement will survive to the new or acquiring organization.
2. Intellectual Property:
a) Client Deliverables: All intellectual property rights to any deliverables or marketing materials created under this agreement belong to the Client, except for any pre-existing IP of Agency.
b) Agency Pre-Existing IP / Tools: Agency retains all rights to its pre-existing and independently developed intellectual property, including any methodologies, templates, workflows, processes, code, models, software, audience-building approaches, or know-how used to deliver services (collectively, “Agency Tools”). For clarity, Agency Tools are not transferred to Client as deliverables.
c) License Back to Agency: The Client grants Agency a limited, non-exclusive license to use Client deliverables and Client trademarks solely for performing the services outlined and for internal operational purposes (e.g., quality control, troubleshooting), and as otherwise permitted in writing.
d) De-Identified / Aggregated Learnings: Agency may use de-identified and aggregated campaign learnings to improve its services, provided such use does not identify Client or any individual consumer/household.
1. Limited Warranty/Disclaimer: Agency warrants it will perform services in a professional manner, in accordance with industry standards. Except for this limited warranty, Agency disclaims all other warranties, express or implied, including merchantability or fitness for a particular purpose.
2. Limitation on Liability: Agency’s liability to the Client for any claims arising out of or related to this agreement is limited to the total amount of fees paid by the Client. Neither party is liable for any errors or claims arising from the use of the Client’s platform or IP.
3. Mutual Indemnification: Each party indemnifies, defends, and holds harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any breach of this agreement by the indemnifying party or its personnel.
1. Termination for Cause: Either party may terminate this agreement for cause upon written notice if the other party materially breaches the agreement and fails to cure such breach within 90 days of receiving written notice.
2. Effect of Termination: Upon termination, all rights and licenses granted by the Client to Agency terminate, and Agency must return all Client property and confidential information. This contract may only be terminated for cause. In the event of non-payment, the remaining contract amount shall become immediately due and payable.
a) Suspension for Non-Payment: In addition to the above, if any invoice is past due, Agency may suspend work, campaign deployments, and/or third-party spending until all past-due amounts are paid in full. Client remains responsible for any committed or non-cancellable third-party costs incurred prior to suspension.
3. Dispute Resolution: Venue and jurisdiction for any disputes are in Williamson County, Tennessee.
4. Non-Solicitation of Employees: The Client agrees not to solicit, induce, recruit, or encourage any of Agency’s employees to terminate their employment or work for the Client during the agreement or for one year after termination.
1. Confidentiality: Both parties agree to maintain the confidentiality of all confidential information disclosed by the other party and to use such information solely for performing their obligations under this agreement.
2. Subcontracting: Agency may subcontract certain services, provided this does not materially affect the quality or timing of the services provided under this agreement. Client acknowledges that Agency may use third-party vendors and platforms in the ordinary course of delivering marketing services, including the T3 program (if applicable).
3. Mediation: If a dispute arises, both parties agree to attempt to resolve it through good faith negotiations. If unsuccessful, they agree to submit the dispute to mediation before commencing any legal proceedings. The mediation will be conducted by a neutral third-party mediator selected by the parties or appointed by the courts where the agreement was entered. If mediation fails, either party may pursue legal remedies.
1. Definitions:
a) “T3” means Agency’s turnkey targeted marketing program for deposit/account and balance acquisition and cross-sell, as described in the applicable scope of work.
b) “Client Data” means data Client provides to Agency in connection with T3 (including customer/household lists, product data, and campaign outcome files, if any).
c) “Third-Party Services” means third-party vendors and platforms used to deliver T3 (e.g., data providers, advertising platforms, printers/mail houses, analytics tools).
2. Third-Party Services; Platform/Vendor Terms:
Client acknowledges that T3 may rely on Third-Party Services, each of which may have its own terms, policies, and technical requirements that may change over time. Agency is not responsible for outages, policy enforcement actions, inventory limitations, delivery issues, or functionality changes of Third-Party Services.
3. Compliance and Approvals:
Client is responsible for ensuring that offers, disclosures, and marketing materials comply with applicable laws, regulations, and Client internal policies. Client will have the right and obligation to review and approve targeting parameters (at a high level), creative, and deployment prior to launch. Agency will not knowingly implement targeting criteria intended to exclude or discriminate on legally protected classes.
4. Consent and Messaging Rules:
If T3 includes email and/or SMS messaging, Client represents that it has obtained and will maintain all required permissions/consents and will honor opt-outs. Unless explicitly stated in the scope of work, Client remains the system-of-record for consent.
5. Data Use, Privacy, and Security:
a) Ownership: Client Data remains Client’s property.
b) Use Limitation: Agency will use Client Data only as necessary to provide the services under this agreement.
c) Safeguards: Agency will maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data in Agency’s possession or control from unauthorized access.
d) Incident Notice: If Agency becomes aware of unauthorized access to Client Data in Agency’s possession/control, Agency will notify Client without undue delay and reasonably cooperate with Client’s remediation efforts.
6. Reporting, Attribution, and No Guarantee:
T3 reporting and performance measurement depend on factors outside Agency’s control, including market conditions, offer competitiveness, Client operational execution, and availability/quality of Client outcome data. Unless explicitly stated in writing, Agency does not guarantee specific results (accounts opened, balances acquired, conversion rates, or return on investment).
7. Examination / Vendor Management Support (as requested):
Upon reasonable request, Agency will provide Client with high-level documentation about T3 operations and campaign inputs (e.g., general geography, channel mix, and process controls) to support Client vendor management or examination needs, subject to Agency confidentiality and intellectual property protections.
Update Date: 12/10/2025
