Master Service Agreement
In this Master Service Agreement (collectively “Agreement”), the party who is contracting to receive Services shall be referred to as Organization," and the party who will be providing the products and Services shall be referred to as "Company."
The Company has a background in application implementation, training and consulting. Based on this background, The Company is willing to provide Services to the Organization.
Description. Beginning on the receipt of the initial payment as described in the Project Plan(s) and the signed Project Plan(s), the Company will provide the following Services as described in the Project Plan(s) which is attached hereto and incorporated herein by reference.
Services. On the terms and conditions set forth herein, the Organization hereby engages the Company, on its behalf to perform those Services mutually agreed upon from time to time by the Company and the Organization (collectively “Services”) and the Company hereby accepts such engagement. The Company shall render Services and deliver the required deliverables outlined in the respective Project Plan(s). Any estimates of availability made verbally by the Company before the receipt of the Project Plan(s) shall not constitute a commitment of resources or constitute a timeline for the delivery of Services.
Online Project Cost Estimate Excluding Change Orders. The estimated project range is included in the Project Plan(s). The scope of this project is based on discovery, data, and information provided to the Company by the Organization. Any unused funds may be applied to the ongoing support, additional Force.com projects or returned per the Organizations written request, net 30.
Confidentiality. The Organization recognizes that the Company has and will have proprietary information (collectively, "Information") that are valuable, special and unique assets of the Organization and need to be protected from improper disclosure. In consideration for the disclosure of the Information, the Company agrees that it will not at any time or in any manner, either directly or indirectly, use any Information for the Company's benefit, or divulge, disclose, or communicate in any manner any information to any third party without the prior written consent of the Organization. The Company will protect the information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
Confidentiality after Termination. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
New Project Approval. The Company and the Organization recognize that the Company Services may include working on new projects for the Organization. The Company shall obtain the approval of the Organization prior to the commencement of a new project.
Term/Termination. This Agreement is in effect when Organization signs the Project Plan(s) and initial payment is received and cleared by the Company’s financial institution and after that shall remain in effect until terminated by the Organization or the Company as provided in this Agreement. The term of any Project Plan(s) shall be as provided therein. Termination of this Agreement shall have the effect of terminating all Project Plan(s).
This Agreement or any Project Plan(s) may be terminated by the Organization without cause by giving the Company thirty (30) days prior written notice. This Agreement or any Project Plan(s) may be terminated by the Company immediately upon written notice in the event Organization fails to perform its obligation for payment of invoices according to this Agreement. This Agreement or any Project Plan(s) may be terminated by a party if the other party commits a material breach or default of any obligation. The Company may immediately terminate all or part of this Agreement if the customer acts in a matter which, in our opinion, harms or is likely to harm the value of the Company trademarks, products or business reputations.
Upon termination of this Agreement, the Organization shall promptly pay all amounts payable to the Company for Services rendered and out-of-pocket expenses incurred up to the date of termination; and each party shall return or destroy, at the direction of the other party, all the other party’s Confidential Information in its possession.
All sections of this Agreement provisions shall survive any termination of this Agreement and termination of any Project Plan(s).
Project Hold. Projects may be put on hold by the Company for the following reasons:
Relationship of Parties. The parties understand that the Company is an independent contractor with respect to the Organization and not an employee of the Organization. The Organization will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit.
Employees / Contractors. The provisions of this Agreement shall also bind the Company employees/contractors which perform Services for the Organization under this Agreement.
Non-solicitation. The Organization will not hire or solicit for employment or independent contract work any of the Company consultants, employees, or independent contractors. Damage for breach of this section will be not less than twenty-five percent (25%) of compensation (including benefits and stock options) of any consultant, employee or independent contractor solicited and paid by the Organization or its affiliates. The parties expressly agree that the amount of damages caused to the Company by the acts forbidden in this section would be impractical or extremely difficult to fix and therefore agree that this assessment of liquidated damage is reasonable.
Entire Agreement. This Agreement contains the entire agreement between the parties, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Amendment. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
Arbitration Agreement. Any controversy or claim arising out of or relating to this contract shall be submitted to the American Arbitration Association under its Mini-Trial Procedures.
In the event of any dispute, claim, question, or disagreement arising out of or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreement. To this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within ninety (90) days, then upon notice by either party to the other, disputes, claims, questions, or differences shall be finally settled by arbitration. The dispute will be submitted to a neutral person appointed by the American Arbitration Association who shall select between their final negotiated positions and that selection being binding upon the parties.
The parties acknowledge that this agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings under the arbitration clause in this agreement. The arbitration shall be held in Colorado Springs, CO, or at such other place as may be selected by mutual agreement
The arbitration shall be before one neutral arbitrator to be selected in accordance with the Commercial Rules of the American Arbitration Association and shall proceed under the Expedited Procedures of said Rules.
The arbitrators will have no authority to award punitive damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement.
Neither party nor the arbitrators may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
The award of the arbitrators shall be accompanied by a reasoned opinion.
The parties shall each bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration.
Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Organization Responsibilities. The Organization will assign a key contact(s) who will be responsible for providing the Company with information, access to personnel, and software login access. Regular feedback from the Organization key contact(s) or designate will ensure that the expectations of this engagement are met.
Fees & Billing. The Organization will pay the Company the charges outlined in each Project Plan(s). Unless otherwise provided in the Project Plan(s), the Company agrees not to change its fees during the term of the project without the written consent of the Organization; provided, however, the Company may adjust its fees prior to entering into a new project.
Unless otherwise expressly provided in a Project Plan(s) concerning the charges to be paid thereunder, the Company will invoice the Organization for charges on a periodic basis, with each invoice setting forth the charges related to the previous period. Unless otherwise expressly provided in a Project Plan(s), any amount due to the Company under this Agreement and each Project Plan(s) shall be payable in full upon receipt of an invoice, therefore, without withholding, deduction or offset of any amounts for any purpose. The Organization shall be responsible for all taxes (including sales taxes) imposed as a result of the Services, excluding only taxes based on the net income of the Company Any amount not paid within thirty (30) days of the date of each invoice shall be subject to an interest charge equal to the lesser of 1.5% monthly or the maximum interest charge permissible under applicable law, payable on demand. The Organization shall be responsible for the payment of all invoices. Any charges not disputed by the Organization in good faith within ten (10) days of the receipt of an invoice, therefore, will be deemed approved and accepted by the Organization.
We determine our fees by actual time spent unless otherwise specified. All training and consulting fees include online, telephone, e-mail, and on-site support. A minimum of .25 hours per call will be charged for online telephone, and e-mail. This fee is based on work taking place during business hours Monday to Friday 9:00 a.m. to 5:00 p.m. Eastern Time. No calls will be accepted outside of business hours, on weekends and holidays unless agreed on by the Company.
Onsite Services are billed at the same rate as the Project Plan(s) consulting rate plus $25.00 per hour. Out-of-pocket expenses such as travel costs are billed at actual cost except for meals (meals are billed per diem). Travel cost estimates will be provided to the Organization for approval prior to commitment.
Performance of Professional Services. We intend to complete the project as quickly as possible. However, the duration of the project often depends directly on you and your ability to supply us with the necessary information and resources promptly at various stages of the project.
Acceptance Criteria. At the conclusion of each phase, all deliverables will be presented to the Organization for review. The Organization will have five business days from the date of delivery to review it and request any changes. If the Company does not receive notification of any required changes within this period, the document will be deemed to have been accepted without modification.
If the Company is notified by the Organization, within the above time frame, of any changes required, the Company will implement those changes as have been agreed upon between the parties. A final copy of the document will then be submitted to the Organization.
Intellectual Property. The Company grants to Organization a royalty-free non-exclusive license to use anything created or developed by the Company for the Organization under this Agreement. The license shall have a perpetual term, and the Organization may not transfer it. The Company shall retain all copyrights, patent rights and other intellectual property rights to the
Contract Property. If the Organization receives Contract Property from the Company, all copyright notices must appear unmodified on all subsequent reproductions including, but not limited to, printed and electronic versions. The Company will not infringe on any patent, trademark, copyright, trade secret, or any other proprietary right of a third party.
Monument Cloud Solutions, LLC is a Solutions Provider. We make no warranties or claims regarding the software or third-party providers. We cannot be held responsible for information that the provider implies, does not reveal, misrepresents or is beyond the limitations of the software.
In no event shall the Company be liable for consequential, incidental, indirect, special, or other damages of any kind. The Company is not responsible for “downtime,” data corruption, data loss, data breaches, lost profits or business interruption caused by the software, a third party or the Organization.
This Agreement is in effect when Organization signs the Project Plan(s) and initial payment is received and cleared by the Company’s Financial Institution.
In this Master Service Agreement (collectively “Agreement”), the party who is contracting to receive Services shall be referred to as Organization," and the party who will be providing the products and Services shall be referred to as "Company."
The Company has a background in application implementation, training and consulting. Based on this background, The Company is willing to provide Services to the Organization.
Description. Beginning on the receipt of the initial payment as described in the Project Plan(s) and the signed Project Plan(s), the Company will provide the following Services as described in the Project Plan(s) which is attached hereto and incorporated herein by reference.
Services. On the terms and conditions set forth herein, the Organization hereby engages the Company, on its behalf to perform those Services mutually agreed upon from time to time by the Company and the Organization (collectively “Services”) and the Company hereby accepts such engagement. The Company shall render Services and deliver the required deliverables outlined in the respective Project Plan(s). Any estimates of availability made verbally by the Company before the receipt of the Project Plan(s) shall not constitute a commitment of resources or constitute a timeline for the delivery of Services.
Online Project Cost Estimate Excluding Change Orders. The estimated project range is included in the Project Plan(s). The scope of this project is based on discovery, data, and information provided to the Company by the Organization. Any unused funds may be applied to the ongoing support, additional Force.com projects or returned per the Organizations written request, net 30.
Confidentiality. The Organization recognizes that the Company has and will have proprietary information (collectively, "Information") that are valuable, special and unique assets of the Organization and need to be protected from improper disclosure. In consideration for the disclosure of the Information, the Company agrees that it will not at any time or in any manner, either directly or indirectly, use any Information for the Company's benefit, or divulge, disclose, or communicate in any manner any information to any third party without the prior written consent of the Organization. The Company will protect the information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
Confidentiality after Termination. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
New Project Approval. The Company and the Organization recognize that the Company Services may include working on new projects for the Organization. The Company shall obtain the approval of the Organization prior to the commencement of a new project.
Term/Termination. This Agreement is in effect when Organization signs the Project Plan(s) and initial payment is received and cleared by the Company’s financial institution and after that shall remain in effect until terminated by the Organization or the Company as provided in this Agreement. The term of any Project Plan(s) shall be as provided therein. Termination of this Agreement shall have the effect of terminating all Project Plan(s).
This Agreement or any Project Plan(s) may be terminated by the Organization without cause by giving the Company thirty (30) days prior written notice. This Agreement or any Project Plan(s) may be terminated by the Company immediately upon written notice in the event Organization fails to perform its obligation for payment of invoices according to this Agreement. This Agreement or any Project Plan(s) may be terminated by a party if the other party commits a material breach or default of any obligation. The Company may immediately terminate all or part of this Agreement if the customer acts in a matter which, in our opinion, harms or is likely to harm the value of the Company trademarks, products or business reputations.
Upon termination of this Agreement, the Organization shall promptly pay all amounts payable to the Company for Services rendered and out-of-pocket expenses incurred up to the date of termination; and each party shall return or destroy, at the direction of the other party, all the other party’s Confidential Information in its possession.
All sections of this Agreement provisions shall survive any termination of this Agreement and termination of any Project Plan(s).
Project Hold. Projects may be put on hold by the Company for the following reasons:
- If the customer’s account is over 30 days from the date of the invoice
- Your receivable(s) have exceeded your prepayment or credit limit
Relationship of Parties. The parties understand that the Company is an independent contractor with respect to the Organization and not an employee of the Organization. The Organization will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit.
Employees / Contractors. The provisions of this Agreement shall also bind the Company employees/contractors which perform Services for the Organization under this Agreement.
Non-solicitation. The Organization will not hire or solicit for employment or independent contract work any of the Company consultants, employees, or independent contractors. Damage for breach of this section will be not less than twenty-five percent (25%) of compensation (including benefits and stock options) of any consultant, employee or independent contractor solicited and paid by the Organization or its affiliates. The parties expressly agree that the amount of damages caused to the Company by the acts forbidden in this section would be impractical or extremely difficult to fix and therefore agree that this assessment of liquidated damage is reasonable.
Entire Agreement. This Agreement contains the entire agreement between the parties, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Amendment. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
Arbitration Agreement. Any controversy or claim arising out of or relating to this contract shall be submitted to the American Arbitration Association under its Mini-Trial Procedures.
In the event of any dispute, claim, question, or disagreement arising out of or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreement. To this effect, they shall consult and negotiate with each other, in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within ninety (90) days, then upon notice by either party to the other, disputes, claims, questions, or differences shall be finally settled by arbitration. The dispute will be submitted to a neutral person appointed by the American Arbitration Association who shall select between their final negotiated positions and that selection being binding upon the parties.
The parties acknowledge that this agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings under the arbitration clause in this agreement. The arbitration shall be held in Colorado Springs, CO, or at such other place as may be selected by mutual agreement
The arbitration shall be before one neutral arbitrator to be selected in accordance with the Commercial Rules of the American Arbitration Association and shall proceed under the Expedited Procedures of said Rules.
The arbitrators will have no authority to award punitive damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement.
Neither party nor the arbitrators may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
The award of the arbitrators shall be accompanied by a reasoned opinion.
The parties shall each bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration.
Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
Organization Responsibilities. The Organization will assign a key contact(s) who will be responsible for providing the Company with information, access to personnel, and software login access. Regular feedback from the Organization key contact(s) or designate will ensure that the expectations of this engagement are met.
Fees & Billing. The Organization will pay the Company the charges outlined in each Project Plan(s). Unless otherwise provided in the Project Plan(s), the Company agrees not to change its fees during the term of the project without the written consent of the Organization; provided, however, the Company may adjust its fees prior to entering into a new project.
Unless otherwise expressly provided in a Project Plan(s) concerning the charges to be paid thereunder, the Company will invoice the Organization for charges on a periodic basis, with each invoice setting forth the charges related to the previous period. Unless otherwise expressly provided in a Project Plan(s), any amount due to the Company under this Agreement and each Project Plan(s) shall be payable in full upon receipt of an invoice, therefore, without withholding, deduction or offset of any amounts for any purpose. The Organization shall be responsible for all taxes (including sales taxes) imposed as a result of the Services, excluding only taxes based on the net income of the Company Any amount not paid within thirty (30) days of the date of each invoice shall be subject to an interest charge equal to the lesser of 1.5% monthly or the maximum interest charge permissible under applicable law, payable on demand. The Organization shall be responsible for the payment of all invoices. Any charges not disputed by the Organization in good faith within ten (10) days of the receipt of an invoice, therefore, will be deemed approved and accepted by the Organization.
We determine our fees by actual time spent unless otherwise specified. All training and consulting fees include online, telephone, e-mail, and on-site support. A minimum of .25 hours per call will be charged for online telephone, and e-mail. This fee is based on work taking place during business hours Monday to Friday 9:00 a.m. to 5:00 p.m. Eastern Time. No calls will be accepted outside of business hours, on weekends and holidays unless agreed on by the Company.
Onsite Services are billed at the same rate as the Project Plan(s) consulting rate plus $25.00 per hour. Out-of-pocket expenses such as travel costs are billed at actual cost except for meals (meals are billed per diem). Travel cost estimates will be provided to the Organization for approval prior to commitment.
Performance of Professional Services. We intend to complete the project as quickly as possible. However, the duration of the project often depends directly on you and your ability to supply us with the necessary information and resources promptly at various stages of the project.
Acceptance Criteria. At the conclusion of each phase, all deliverables will be presented to the Organization for review. The Organization will have five business days from the date of delivery to review it and request any changes. If the Company does not receive notification of any required changes within this period, the document will be deemed to have been accepted without modification.
If the Company is notified by the Organization, within the above time frame, of any changes required, the Company will implement those changes as have been agreed upon between the parties. A final copy of the document will then be submitted to the Organization.
Intellectual Property. The Company grants to Organization a royalty-free non-exclusive license to use anything created or developed by the Company for the Organization under this Agreement. The license shall have a perpetual term, and the Organization may not transfer it. The Company shall retain all copyrights, patent rights and other intellectual property rights to the
Contract Property. If the Organization receives Contract Property from the Company, all copyright notices must appear unmodified on all subsequent reproductions including, but not limited to, printed and electronic versions. The Company will not infringe on any patent, trademark, copyright, trade secret, or any other proprietary right of a third party.
Monument Cloud Solutions, LLC is a Solutions Provider. We make no warranties or claims regarding the software or third-party providers. We cannot be held responsible for information that the provider implies, does not reveal, misrepresents or is beyond the limitations of the software.
In no event shall the Company be liable for consequential, incidental, indirect, special, or other damages of any kind. The Company is not responsible for “downtime,” data corruption, data loss, data breaches, lost profits or business interruption caused by the software, a third party or the Organization.
This Agreement is in effect when Organization signs the Project Plan(s) and initial payment is received and cleared by the Company’s Financial Institution.