Master Services Agreement
This Master Services Agreement (the “Agreement”) is made by and between Voyint, LLC (“Voyint”), a Virginia limited liability company (“Provider”) and our customers (“Customer“). Service Provider and Customer agree as follows:
Service Provider shall provide to Customer the services (the “Services”) set out in one or more statements of work to be issued by Customer and accepted by Service Provider (each, a “Statement of Work”). The initial accepted Statement of Work is attached as Exhibit A. Additional Statements of Work shall be deemed issued and accepted only if signed by authorized representatives of the Service Provider.
2. Service Provider Obligations. Service Provider shall:
2.1 Designate employees or independent contractors that it determines, in its sole discretion, to be capable of performing the Services set out in each Statement of Work.
2.2 Maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in time and material contracts, in providing the Services.
3. Customer Obligations. Customer shall:
3.1 Respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.
3.2 Cooperate with Service Provider in its performance of the Services and provide access to Customer’s premises, employees, contractors, electronic information, and equipment as required to enable Service Provider to provide the Services.
4. Fees and Expenses.
4.1 In consideration of the provision of the Services, Customer shall pay the fees set out in the applicable Statement of Work. Unless otherwise provided in the applicable Statement of Work, the fee will be payable within fifteen (15) days of receipt by the Customer of an invoice from Service Provider.
4.2 Customer shall reimburse Service Provider for all reasonable expenses incurred in accordance with the Statement of Work if such expenses have been approved and accompanied by reasonable supporting documentation.
4.3 In any action to recover fees owed under this Agreement in which it is a prevailing party, Service Provider shall be entitled to its attorneys’ fees and costs from the Customer as part of any judgment.
5. Limited Warranty and Limitation of Liability.
5.1 Service Provider warrants that it shall perform the Services: (a) in accordance with the respective Statement of Work and this Agreement; (b) using personnel of commercially reasonable skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 Service Provider makes no warranties except for that provided in Section 5.1 above. All other warranties, express and implied, are disclaimed.
6. Intellectual Property.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”), except for any Confidential Information of Customer or customer materials, shall be owned by Service Provider. Service Provider grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within seven days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s employees who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.
8. Term, Termination, and Survival.
8.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 2 or Section 8.3.
8.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty days after receipt of written notice of such breach.
8.3 Notwithstanding anything to the contrary in Section 8.2, either Party may terminate this Agreement for convenience upon fifteen days’ notice to the other Party. In such an event, the Customer shall pay the Service Provider for all work performed, and all expenses incurred, through the date of termination.
8.4 The rights and obligations of the parties set forth in this Section 4, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
9. Limitation of Liability.
In no event shall Service Provider’s aggregate liability arising out of or relating to this Agreement exceed the amount paid or payable to Service Provider under the applicable Statement of Work to which the claimed liability relates.
10. Entire Agreement.
This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
The parties have caused this Agreement to be executed as of the Effective Date of SOW #1 by their respective duly authorized officers.
-End of Master Services Agreement-
Updated: April 1, 2020