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GENERAL SERVICE PLAN AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") is between you, the purchaser of this plan now referred to as CLIENT (the "Client"), and CONTRACTOR Prelaunch Pilot Inc.1050 Crown Pointe Suite 500 Dunwoody, GA 30330 (the "Contractor")

BACKGROUND

 

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations outlined in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

 

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the following

services (the "Services"):

• The Contractor will attempt to prove the Client's business concept will be viable ( meaning can gain potential customer interest and get customers to express the desire to make a purchase and/or allow customers to purchase and/or pre-order) venture by performing services and using software as a service tools accessible via the internet connection over a 90-120 day proof of concept period.

 

In the first 30 days (referred to as Month 1), the Contractor will attempt to identify which potential customer types or "personas" will likely want to use the Client's business concept by using techniques not limited to phone, email, verbal outreach, surveys, and/or queries via social media, online interview panels, third party market research firms, and the Contractor's private networks. The Contractor will use these means in an attempt to get respondents to articulate what problem the Client's business concept solves from respondents' perspectives. The Contractor will use these means to attempt to get respondents to express how much value the potential customer types or "personas" perceive they will gain from respondents' perspectives.

 

The Contractor will work with the Client through weekly 30-60-minute meeting sessions conducted via phone, online video conference, or, in instances where live session attendance is not possible, pre-recorded briefings to provide feedback, make recommendations, brainstorm, and identify the first customer types the Client should target to sell to and how they perceive the problem the Client's business concept solves and/or the value perceived.;

• In the second 30 days (referred to as Month 2), the Contractor will attempt to create and deploy a low-resolution prototype of the Client's business concept in effort to gain potential customer types or "personas" feedback on how they view the value of the Client's business concept, how customer types or "personas" would use the Client's business concept, how customer types or "personas" would change, alter or improve the Client's business concept to better fit customer type or "personas" needs, what customer types or "personas" like or dislike about the Client's business concept and find new or different ways that customer types or "personas" would use the Client's business concept and what requirements customer types or "personas" need to adopt the Client's business concept.

 

The Contractor will work with the Client through weekly 30-60-minute meeting sessions conducted via phone, online video conference, or in instances where live session attendance is not possible, pre-recorded briefings to provide feedback, make recommendations, brainstorm, and review feedback to develop and articulate the Client's market position and value proposition statements.;

• In the third 30 days (referred to as Month 3), the Contractor will attempt to determine what features and functionalities a minimum viable product (MVP) should include for the Client's business concept to be enough to collect an order or pre-order and/or customer information (such as email addresses, letter of intent to purchase, etc). The Contractor will provide estimated vendor costs, specification recommendations, and estimated time requirements to build the MVP. The Contractor will also provide recommendations to the Client in an effort to determine and articulate a starting price point and an economic value to the potential customer. The Contractor will also use data gathered throughout the previous months to make suggestions on how the Client should go to market with their business concept and work with the Client to gain the Client's approval of a go-to-market plan, costs associated with the deployment of the go-to-market plan and estimate the market size, customer acquisition costs, customer lifetime value, and the market size.

The Contractor will work with the Client through weekly 30-60-minute meeting sessions conducted via phone, online video conference, or, in instances where live session attendance is not possible, pre-recorded briefings to provide feedback, make recommendations, brainstorm, and review data to determine costs and time estimates for MVP, go to market Plan, customer acquisition cost, customer lifetime value, and market size. Month 3 will conclude with a PowerPoint presentation articulating the findings to date and is recommended as a starting point (Pre-Seed Round) for an investor pitch deck.; and

• In the fourth 30 days (referred to as Month 4), the Contractor will attempt to Implement the agreed-upon go-to-market strategy, monitor weekly performance, collect insights gained on performance, and make recommendations on improving performance. The Contractor will also create a seed round pitch deck and work with the Client to develop a business plan.

The Contractor will also use the data gathered throughout the previous months to help determine and recommend which artificial intelligence and machine learning models could be used specific to the Client's business concept and provide cost, vendor, and time estimates on primary model building.

The Contractor will also use the data gathered throughout the previous months in an attempt to help develop a long-term data collection strategy for custom artificial intelligence and/or machine learning model creation.

The Contractor will work with the Client through weekly 30-60-minute meeting sessions conducted via phone, online video conference, or, in instances where live session attendance is not possible, pre-recorded briefings to provide feedback, make recommendations, brainstorm, and review data to determine a plan of action to grow and scale the business and present recommendations and gather approvals for deliverables..

2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.

4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 10 days' written notice to the other Party.

 

PERFORMANCE

5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take

effect.

 

CURRENCY

6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

 COMPENSATION

7. The Contractor will charge the Client for the Services as follows (the "Compensation"):

• either $2,528.99 for proof of concept, $4528.99 for non-tech launch pack, or 8,417.99 for tech launch pack each month via automatic payment subscription on saved credit/debit/ bank draft or other stored payment form.

8. Invoices submitted by the Contractor to the Client are due upon receipt.

9. In the event that this Agreement is terminated by the Client before completion of the Services but where the Services have been partially performed, the Contractor will be entitled to full payment of the current month's payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.

10. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

 

INTEREST ON LATE PAYMENTS

11. Interest payable on any overdue amounts under this Agreement is charged at a rate of 20.00%

per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

 

CONFIDENTIALITY

12. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

13. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

14. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

 

OWNERSHIP OF INTELLECTUAL PROPERTY

15. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

 

 16. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

 

RETURN OF PROPERTY

17. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any

property, documentation, records, or Confidential Information which is the property of the Client.

18. In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

 

CAPACITY/INDEPENDENT CONTRACTOR

19. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

 

RIGHT OF SUBSTITUTION

20. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

21. In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Compensation will remain

payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

 

AUTONOMY

22. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

 

EQUIPMENT

23. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

 

NO EXCLUSIVITY

24. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

 

NOTICE

25. All notices, requests, demands or other communications required or permitted by the terms of

this Agreement will be given in writing and delivered to the Parties at the following addresses:

• ______________________ ______________________________

• Prelaunch Pilot Inc.

1050 Crown Pointe Suite 500 Dunwoody, GA 30330

or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

 

INDEMNIFICATION

26. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

 

ADDITIONAL CLAUSES

 27. Client understands that the Contractor does not, nor can ever, promise or guarantee that the Client's business concept or idea will be "successful", "profitable," or generate any predetermined or assumed amount of revenue, as many business ideas do not become widely adopted solutions and the overall general odds of successful business ventures are low and many startups fail within the first 60 months.

If at any time the Client determines that their business concept is no longer worth pursuing, the Client can cancel or pause their subscription provided they have paid for the current month. Should the Client decide to pause their subscription longer than 181 days, the Client will be required to begin their subscription at Month 1, and the Contractor will perform services related to those of Month 1's subscription.

28. The Client understands that they, too, will be asked to participate in gathering and collecting the feedback of their friends, associates, or non-associated potential customers, develop and share ideas, do some research, and add some general effort in an attempt to determine the viability of their business concept. The Client understands and accepts that assisting where possible will only help to prove their business concept finds a market fit, and their contributions will benefit their success.

 

MODIFICATION OF AGREEMENT

29. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

 

TIME OF THE ESSENCE

30. Time is of the essence in this Agreement. No extension or variation of this Agreement will

operate as a waiver of this provision.

 

ASSIGNMENT

31. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its

obligations under this Agreement without the prior written consent of the Client.

 

ENTIRE AGREEMENT

32. It is agreed that there is no representation, warranty, collateral agreement or condition affecting

this Agreement except as expressly provided in this Agreement.

ENUREMENT

33. This Agreement will enure to the benefit of and be binding on the Parties and their respective

heirs, executors, administrators and permitted successors and assigns.

 

TITLES/HEADINGS

 34. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

GENDER

35. Words in the singular mean and include the plural and vice versa. Words in the masculine mean

and include the feminine and vice versa.

 

GOVERNING LAW

36. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia.

 

SEVERABILITY

37. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

 

WAIVER

38. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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