.png)
Master Services Agreement
1. Scope Of Services
1.1. General Scope. The services to be provided under this Agreement will be described in one or more Addendums or Statements of Work (SOWs) entered into by the Parties and such services shall be collectively referred to herein as the “Services”. Each Addendum or SOW will describe the specific
Services, deliverables, and applicable terms, and upon signing will form an integral part of this Agreement and be subject to the terms and conditions set forth herein.
1.2. Multiple Addendums. Client acknowledges that this Agreement may encompass multiple Addendums or
SOWs, each addressing distinct Services provided by the Company. Addendums may include, but are not limited to:
1.2.1. Addendum A: Navigo- Procurement Support
1.2.2. Vigilis Prima- Managed Technology
1.2.3. Vigilis Optima- Managed Technology & Expense Management
1.2.4. Nexus- Hardware
. 1.3. Bill Pay- pay clients bills on their behalf
1.4.Performance. Company agrees to provide the Services and Deliverables as outlined in the previous Statements of Work (SOW), Addendums, or Change Orders.
1.4. Performance. Company agrees to provide the Services and Deliverables as outlined in the previous Statements of Work (SOW), Addendums, or Change Orders.
1.5. Priority of Addendums or SOW. In the event of a conflict between this Agreement and any Addendum
or SOW, the terms of the Addendum or SOW shall govern solely with respect to the specific Services described therein, unless explicitly stated otherwise in any such Addendum or SOW.
1.6. Use of Third Party Software. Client understands, acknowledges and agrees that Company may use third-party software (collectively, the “Underlying Agreements”) to deliver the Services in this Agreement or any Addendums or SOW. The Client further understands and acknowledges this use and understands these platforms operate under their providers’ terms. Company will manage the integration of these platforms, ensure confidentiality, and use commercially reasonable efforts to protect Client data in compliance with applicable laws and standards, but is not responsible for disruptions beyond its actual control. In the event of any termination or expiration of the Underlying Agreements, some portion of the Services provided by the Company may be impacted and Company shall have not liability to Client for any such event and will use commercially reasonable efforts to replace, substitute or modify any affected Services within a timely manner and using reasonable efforts to minimize cost increases to Client.
2. Term and Termination
2.1. Term. This Agreement begins on the Effective Date and continues for thirty six (36) months, renewing automatically (on the Company’s then-current pricing during each such renewal term) for successive twelve (12) month terms unless terminated as described below. Unless a separate term is expressly listed in an Addendum or Statement of Work, the terms for the Services described in each such Addendum and Statement of Work shall have the term set forth herein.
2.2. Termination. Either Party may terminate this Agreement or any Addendum or SOW:
2.2.1. For convenience with sixty (60) days’ written notice after the initial term.
2.2.2. For cause if the other Party fails to cure a material breach within thirty (30) days of written notice.
2.3. Effect of Termination. Upon any termination, Client shall pay for all Services performed and
Deliverables delivered up to the termination date, together with any and all other early termination, cancellation or similar type charges associated with the Underlying Agreements.
3. Fees and Payment
3.1. Fees. Client agrees to pay fees as specified in applicable addendums.
3.2. Invoicing and Payment. Company will invoice Client monthly with payment due within thirty (30) days. Late payments incur interest at 1.5% per month or the maximum rate allowed by law.
3.3. Taxes. Client is responsible for all applicable taxes, excluding Company’s income taxes.
4. Intellectual Property
4.1. Ownership
4.1.1. Deliverables: Ownership of Deliverables transfers to Client upon full payment.
4.1.2. Preexisting Materials: Company retains ownership of its preexisting intellectual property but grants Client a limited license for internal use within Deliverables.
4.2. License to Use. Client grants Company a non-exclusive license to use Client-provided materials (“Client Materials”) as necessary to perform Services.
5. Confidentiality
5.1.Definition. “Confidential Information” includes all non-public business, technical, or financial information disclosed under this Agreement.
5.2. Obligations. Each Party agrees to protect the other’s Confidential Information and use it solely for fulfilling its obligations under this Agreement.
5.3. Association. Client agrees to allow Company to reference the Client name and branding for the
announcement of engagement and mention in customer lists. All other uses will be approved by Client in writing, which approval is not to be unreasonably withheld, delayed or conditioned.
6. Warranties and Disclaimers
6.1. Company Warranties. Company represents that Services will be performed in a professional manner consistent with industry standards.
6.2. Disclaimer. Except as expressly stated, Services are provided “as is,” and all other warranties, express or implied, are hereby disclaimed.
7. Indemnification
7.1. By Company. Company shall indemnify Client against claims that Deliverables infringe third-party intellectual property rights.
7.2. By Client. Client shall indemnify Company for claims arising from Client Materials or Client’s misuse of
Deliverables, together with any and all claims arising from or relating to infringement of third-party intellectual property rights.
8. Limitation of Liability
8.1. Cap on Liability. Company’s total liability under this Agreement shall not exceed the fees paid by Client in the 12 months preceding the claim.
8.2. Exclusion of Damages. Company is not liable for indirect, consequential, or punitive damages, even if advised of their possibility.
9. Conflict Resolution
9.1. Good Faith Discussions. First, the Parties agree to resolve any conflicts, discrepancies, or disputes under this Agreement through good faith discussions. Upon written notice of a conflict, both Parties shall meet within ten (10) business days to attempt resolution.
9.2. Escalation. If after the good faith discussions the matters are unresolved, the issue will escalate to senior representatives from both Parties for resolution within an additional ten (10) business days from the date of the notice set forth in Section 9.1.
9.3. Mediation and Arbitration. If escalation fails, the Parties will submit the conflict to mediation by a neutral third party, with costs shared equally. If mediation does not resolve the issue, the conflict will proceed to binding arbitration as outlined in Section 10.2.
9.4. Continued Performance. Pending resolution, and provided Client continues to make timely payment for all Services as and when due, both Parties shall continue to perform their obligations under this Agreement unless doing so is impracticable or mutually agreed otherwise.
10. General Provisions
10.1. Governing Law. This Agreement is governed by the laws of the State of Georgia. Each of the Partieshereby submit to the exclusive personal and subject matter jurisdiction of Fulton County, Georgia for the resolution of any disputes arising hereunder.
10.2. Dispute Resolution. Disputes shall be resolved through binding arbitration in Atlanta, Georgia, in accordance with the commercial rules of the American Arbitration Association, in Atlanta, Georgia The prevailing party may elect to confirm any final arbitration ruling with a filing in the appropriate court(s).
10.3. Force Majeure. Except for Client’s obligations to make all payments hereunder as and when due that are not subject to a force majeure event, neither Party is liable for delays caused by events beyond its reasonable control.
10.4. Entire Agreement. Company will provide login credentials for Client’s authorized users to access Vigilis. The Client is responsible for its employees’ or representatives’ actions when using Vigilis. It is also the Client’s responsibility to manage and monitor password use. If a password is misused or disclosed without authorization, the Client must notify Company immediately. Accounts may be suspended or canceled if misused.
10.5. Notices. Notices must be sent to the addresses listed below via certified mail, via recognized overnight courier, or email with confirmation of receipt.
11. Software Services
11.1. Software Terms Applicability. To the extent applicable in any Addendum, the following terms apply;
11.2. Software Delivery. Company delivers software tools through a cloud based Software as a Service solution, Vigilis.
11.3. Software Access. Company will provide Client with access to the suite of Vigilis modules as well as basic software configuration and user training.
11.4. Software Ownership. Company is the owner of Vigilis and is in compliance with the user of any 3rd party software associated with Vigilis and has the right to grant to customer the rights set forth in this agreement.
11.5. Software Transferability. During the term (and any renewals), Company grants a non-exclusive, non-transferable license to access Vigilis over the internet to Customer
11.6. Software Access. Company will provide login credentials for Client’s authorized users to access Vigilis. The Client is responsible for its employees’ or representatives’ actions when using Vigilis. It is also the Client’s responsibility to manage and monitor password use. If a password is misused or disclosed without authorization, the Client must notify Company immediately. Accounts may be suspended or canceled if misused.
11.7. Software Use. The Client can use Vigilis only for its internal business operations. The Client is not allowed to: 1. Download or copy Vigilis (except to print reports), 2. Reverse-engineer, decompile, or disassemble Vigilis, 3. Share, sell, lease, or transfer access to Vigilis to third parties. 4. Create or develop any technology based on Vigilis or Socium’s confidential information. The Client acknowledges that Company owns all rights to Vigilis, including its intellectual property. This agreement does not grant any ownership or additional rights to the Client. The Client must also follow export laws when dealing with Vigilis.