Services

These Terms of Service govern your participation in Sharp Cookie’s Fractional CMO Program, which offers two tiers: the Advisor Tier and the Executive Tier. By enrolling in either program, you agree to the responsibilities, boundaries, and policies outlined herein.

Services Provided

Fees & Payment

Client agrees to pay Sharp Cookie the fee(s) as stated in the Proposal. Unless otherwise noted on the Proposal, payment terms for all fees are as set forth below:

• Advisor Tier: $5,999/month
• Executive Tier: $7,999/month (includes 20 execution hours)
• Additional Execution: $300/hour (Executive Tier only)
• Billing: Invoiced on the 1st of each month
• Payment Terms: Payments are due when invoices are issues
• Annual Adjustment: Fees may be reviewed annually, with notice provided.

Program Terms & Termination Rules

1. This Agreement shall be effective as of the Effective Date, and services performed hereunder by Sharp Cookie will be in accordance with the terms set forth in this proposal. The term of the Agreement will be month to month.
2. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Sharp Cookie:
   • (i) Immediately if Client fails to pay any fees; or
   • (ii) If Client fails to cooperate with Sharp Cookie or hinders their ability to perform the services outlined in Proposal.
3. This Agreement may be terminated without cause, for any reason by either party, sixty (60) days after providing written notice to the other party.

Engagement Tiers

Advisor Tier

• Execution Hours: Advisor Tier does not include “execution hours.” These hours, during which the Sharp Cookie team executes marketing tasks, are exclusive to the Executive Tier Fractional CMO program.
• Client Responsibility: The law firm’s internal team is solely responsible for completing projects and tasks assigned to them.
• Employee Performance:
  • Any performance issues with marketing employees will be brought to the law firm owner.
  • Sharp Cookie will provide recommendations for performance improvement plans (PIPs), but the law firm is responsible for addressing issues and implementing any such plans.
• Engagement Term: Minimum 9-month engagement required.
• Termination: Agreement may be terminated by either party with 45 days written notice.
• Fees: Fixed and billed according to the agreed payment schedule.
• Annual Adjustment: A fee adjustment may occur after 24 months of service with prior notice and discussion.
• Use of Resources: Marketing resources, tools, recordings, and materials created by Sharp Cookie may be shared with the client at Sharp Cookie’s discretion.
• Scope of Responsibility: Sharp Cookie is not responsible for IT, operations, or HR services. We collaborate with third-party vendors but do not manage non-marketing operations.

Executive Tier

• Execution Hours: Execution support (up to 5 hours per month) is included to help implement high-impact marketing tasks. These hours are allocated at Sharp Cookie’s discretion and are not available for ad hoc requests or direct assignment by the client.
• Engagement Term: 12-month engagement beginning upon execution of the contract.
• Termination: Either party may terminate the agreement with 45 days written notice.
• Fees: Fixed and billed according to the agreed payment schedule.
• Annual Adjustment: A fee adjustment may occur after 12 months of service with prior notice and discussion.
• Intellectual Property:
  • All materials, including KPI dashboards and project management boards, remain the intellectual property of Sharp Cookie.
  • While these tools may be shared or transferred for client use, the underlying structure, technology, and framework are proprietary to Sharp Cookie.
• Scope of Responsibility: Sharp Cookie is not responsible for IT, operations, or HR services. We collaborate with third-party vendors but do not manage non-marketing operations.

Limited Liability

In no event shall Sharp Cookie be liable to Client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from the course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. Sharp Cookie makes no warranty of any kind, whether or not express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

Client Representations

Client makes the following representations and warranties for the benefit of Sharp Cookie:

1. Client represents to Sharp Cookie and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Sharp Cookie are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Sharp Cookie and its subcontractors.
2. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Sharp Cookie are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Sharp Cookie and its subcontractors from any liability or suit arising from the use of such elements.
3. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Sharp Cookie and its subcontractors.

Confidentiality

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which:

• (i) Is or becomes generally known to the public by any means other than a breach of obligations of the receiving party;
• (ii) Was previously known to the receiving party or rightly received by the receiving party from a third party;
• (iii) Is independently developed by the receiving party; or
• (iv) Is subject to disclosure under court order or other lawful process.

The parties agree not to make each other’s Proprietary and Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Sharp Cookie and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect indefinitely from the effective date set forth in the applicable Proposal.9