This Service Agreement ("Agreement") is entered into by and between:

Consultant: Derek Middlebrook PLLC d/b/a Real Estate OS ("Consultant")

Client: [Your Name] ("Client")

Each individually referred to as a "Party" and collectively as the "Parties."

1. Scope of Services

Consultant agrees to provide ongoing CRM, automation, and marketing system services to Client, which may include:

• Setup, configuration, and customization of Lofty CRM pipelines, automations, and smart plans
• Installation of all Smart Plans including: New Lead, Attempted Contact, Nurture, Appointment Set, Appointment Met, Signed Customer, Coming Soon, Active Listing, Showing, Offer, Under Contract, Closed, and Lifetime Customer plans
• Configuration of automated texts, emails, tasks, and call reminders at each pipeline stage
• Five (5) onboarding training sessions covering the complete customer journey
• Two (2) CRM audit sessions to review and optimize usage
• Ongoing maintenance, optimization, and troubleshooting of CRM workflows and client communications
• Development of smart plans, campaigns, and accountability systems to improve lead conversion
• Regular consulting, support, and training as requested by Client via Slack
• Continuous improvement of systems to enhance productivity and efficiency
• Access to the Real Estate OS member network for referrals and collaboration

Consultant may offer additional services, upgrades, or expansion projects (Playbook Add-Ons) as requested by Client, subject to separate written approval and fees under this same Agreement.

2. Term

This Agreement begins on the Effective Date above and continues on a month-to-month basis ("Term") unless terminated by either Party under Section 5.

3. Client Responsibilities

Client agrees to:

• Provide Consultant with required CRM access credentials and tools necessary for implementation
• Maintain an active Lofty CRM subscription throughout the Term
• Attend scheduled onboarding sessions or reschedule with 24-hour notice
• Respond to Consultant's requests for feedback, data, and approvals in a timely manner
• Ensure that all marketing and outreach activities comply with applicable federal, state, and local laws (including TCPA, CAN-SPAM, and DNC regulations)
• Acknowledge that Consultant is not responsible for legal compliance, penalties, or damages related to Client's outreach campaigns

4. Compensation

Setup Fee: $200 (due upon signing, non-refundable)

Monthly Fee: $200 per month

Billing Terms:

• The first monthly payment is due at signing and covers Month 1 of service
• After Month 1, Client will be billed every 30 days for continued service
• Payments shall be made via credit card through Stripe
• Playbook Add-Ons are available at separate pricing and may be one-time or recurring

5. Termination & Cancellation

Either Party may terminate this Agreement at any time by providing at least seven (7) days' written notice.

Upon termination:

• Client remains responsible for any unpaid balances for services already rendered
• Consultant is not required to continue providing services after the termination date
• Automations and smart plans installed in Client's CRM remain in place after cancellation
• Client retains access until the end of the current billing period

6. Late Payments

If payment is more than ten (10) days overdue, Consultant may pause all services until payment is received.

Continued nonpayment beyond thirty (30) days may result in termination and forfeiture of access to systems and services.

7. Independent Contractor

Consultant is an independent contractor, not an employee. Consultant retains full control over the method and manner of all work performed.

8. Confidentiality & Non-Disclosure (NDA)

Both Parties agree to strict confidentiality regarding all proprietary systems, data, and business information shared.

• Consultant shall not disclose Client's client data or internal business operations
• Client shall not share, copy, resell, or distribute Consultant's proprietary systems, automations, scripts, or intellectual property
• All confidential materials remain the property of the disclosing Party
• This section survives termination of the Agreement

9. Proprietary Rights & Intellectual Property

• All CRM data, leads, and client lists remain the exclusive property of Client
• All systems, templates, automations, scripts, and processes created by Consultant remain the intellectual property of Consultant
• Client receives a perpetual, non-exclusive license to use these systems in their own business
• Consultant retains the right to reuse, adapt, or license these systems to other clients

10. Marketing & Testimonial Rights

Client authorizes Consultant to use non-confidential success metrics (e.g., lead growth, conversion improvements) and testimonials for marketing or case studies. No private client data or financial information will ever be shared without written consent.

11. Service Hours & Communication

Consultant provides support during:

Monday–Friday, 9:00 AM – 5:00 PM Arizona Time

Support channels include email, Slack, and Zoom. Responses outside these hours may occur but are not guaranteed.

12. Limitation of Liability

Consultant's total liability under this Agreement shall not exceed the total amount paid by Client in the three (3) months preceding any claim. Consultant shall not be liable for indirect, incidental, or consequential damages, including lost profits or lost opportunities.

13. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Arizona.

Any disputes will first be attempted through mediation. If unresolved, disputes shall be settled by binding arbitration in Maricopa County, Arizona.

14. Entire Agreement

This Agreement constitutes the full and complete understanding between the Parties, superseding any prior agreements. Any amendment must be in writing and signed by both Parties.

15. Electronic Execution

This Agreement may be executed electronically, and electronic signatures shall be considered legally binding.