INTECH MASTER SERVICE AGREEMENT
This Master Service Agreement (this “Agreement”) is between Integration Technologies, Inc., a Hawaii corporation
that maintains an office for business at 745 Fort Street, Suite 600, Honolulu, Hawaii, 96813 (“Intech”, or “we” or
“our” or “us”), and you, the company whose name, authorized signatory and address are listed in the signature
block of this Agreement, below (“Customer” or “you” or “your”).
1) What Will Intech Do For Me (the Customer)?
a) Services. We will provide you with the services and equipment described on one or more Statements of
Work, as defined below (each, a “SOW”).
b) Statement of Work. In order to be effective, a SOW must (i) be in writing (electronic documents are
acceptable for this purpose), (ii) be signed by Customer, and (iii) reference this Agreement. Intech does not
warrant or guarantee that it will accept any particular SOW proposed by Customer, and Customer does not
warrant or represent that it will offer any particular SOW to Intech for consideration. Upon the written acceptance
of the SOW, the SOW will become a part of this Agreement and will be governed by the terms of this Agreement.
In the event of a direct conflict between the terms of an SOW and this Agreement, this Agreement will control
unless the SOW expressly and specifically (i) describes the conflict and (ii) states that the language in the SOW
controls.
c) Modifications. We will not modify, remove or add to the services or equipment to be provided to you
under this Agreement (collectively, the “Services”) unless expressly permitted by this Agreement, or you agree to
such modifications, removals or additions in writing (“Modifications”). Modifications will automatically become
incorporated into the relevant SOW, and will be governed by this Agreement. You agree that Intech may modify
the Services without your consent, provided that the Modifications are relatively minor adjustments that do not
negatively change or materially diminish any of the features or functionality of the Services (e.g., updates or
upgrades, or changes needed to protect the integrity or security of the Services).
d) Performance. At times, we may use third parties to perform part or all of the Services. If we do, then we
(i) guarantee and remain ultimately responsible for all work subcontracted to third parties, and (ii) any third party
performing work on our behalf executes a non-disclosure agreement with Intech that is at least as stringent as the
terms of the non-disclosure provisions of this Agreement, and (iii) we will provide you with copies of any third
party non-disclosure agreement(s) upon your written request. Services that are specifically and expressly
designated as being non-delegable or non-assignable will not be subcontracted to any third party without
Customer’s prior written permission.
e) System. For the purposes of this Agreement, “System” means, collectively, any computer network,
computer system, peripheral or device installed, maintained, monitored, or operated by us pursuant to a SOW. To
avoid a delay or negative impact on our provision of the Services, during the term of each SOW you agree to
refrain from modifying or moving the System, or installing software on the System, unless we expressly authorize
such activity.
f) Advice; Instructions. From time to time, we may provide you with specific advice and directions related to
our provision of the Services or the maintenance or administration of the System. (For example, our advice or
directions may include increasing the System’s server or hard drive capacity or replacing obsolete equipment.) You
agree to promptly follow and implement any directions we provide to you related to the Services which,
depending on the situation, may require you to make additional purchases or investments in the System or the
environment in which the System is maintained, at your sole cost. We will not be responsible for any System
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downtime caused by your failure to promptly follow our advice or directions. If your failure to follow or implement
our advice renders part or all of the Services economically or technically unreasonable to provide in our discretion,
then we may terminate the applicable SOW for cause by providing notice of termination to you. Unless specifically
and expressly stated in a SOW, any services required to remediate issues caused by your failure to follow our
advice or directions, or your unauthorized modification of the System, as well as any services required to bring the
System up to or maintain the Minimum Requirements, are not covered under any SOW and will be out-of-scope.
g) Prioritization. Unless otherwise stated in a SOW, all Services will be performed on a schedule, and in a
prioritized manner, as determined by Intech.
h) Non-exclusive. We like you, and truly appreciate your business—but you’re not our only customer. You
understand and agree that we will provide the Services to you on a non-exclusive basis, and that we may perform
the same or similar Services for, or on behalf of, our other Customers. Rest assured, however, we will not perform
activities for our other customers where such activities would cause Us to reveal any of your Confidential
Information (defined below) in violation of this Agreement.
2) What Does Intech Guarantee?
a) Availability; Quality. Any automated Services will be provided to you on a 24x7x365 basis, except for
scheduled outages or scheduled downtime (“Outages”), which we will do our best to tell you about before such
Outages occur. The Services will be delivered in a highly competent and skillful manner that meets or exceeds the
standard of managed service providers in the State of Hawaii. Anyone acting on our behalf will have the
appropriate training and skills necessary to accomplish the job assigned to him/her. If we fail to meet this service
level, then Intech will (i) complete performance of the Service as near as commercially reasonably possible to meet
this service level; (ii) use commercially reasonable efforts to remedy the problem that caused Intech to fail to meet
this service level, and (iii) provide you with service credits (“Credits”) sufficient to reasonably compensate you for
the service level failure. Please note, the Credits will constitute your sole monetary remedy; however, the Credits
will not limit your right to terminate this Agreement as described below.
b) Exclusions. Intech will not be deemed to have failed to meet its obligations under this Agreement if any
delay, act, occurrence or omission is attributable to (i) a Force Majeure (defined below), or (ii) any act or omission
by you or your representatives that causes Intech to fail to meet its obligations, or causes the System or the
software installed on the System to malfunction, or (iii) vendor or third party-related failures, or (iv) scheduled
downtime (we will use our best efforts to alert you at least 24 hours in advance of scheduled downtime), or (v) a
failure that occurs while Intech is operating under a disaster recovery plan. We will make commercially reasonable
efforts to mitigate the effects of the foregoing circumstances. One more thing: For the first thirty (30) days
following the commencement date of a SOW, any response time commitments offered to you in a SOW will not
apply. Why? Because during that initial startup period, there may be unanticipated downtime or delays due to our
initial startup activities with you. Rest assured, we will try to avoid such downtime and delays from occurring.
3) What Does Intech Need From Me (the Customer)? Simply put: access and cooperation. It is your
responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of
entry, licenses, permits or other permissions necessary for us to provide Services to the System and, if applicable,
at your designated premises. Proper and safe environmental conditions must be provided and assured by you at
all times. We will not be required to engage in any activity or provide any Services under conditions that pose or
may pose a safety or health concern to any of our personnel, or that would require extraordinary or non-industry
standard efforts to achieve. You also agree to cooperate timely with Intech if we need information from you to
perform the Services. What kind of information might Intech request? Perhaps, information about licenses for
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software that your Company is using, or passwords or user identifications needed to access your system. (Of
course, access information will be treated as Confidential Information—see the next section for more details).
4) Confidentiality.
a) Defined. It is expected that you will disclose to Intech information that is confidential, sensitive and/or
proprietary to your business, including but not limited to business processes and strategies, internal Customer
documents, unpublished financial information, product and business plans, customer lists, customer information
(including personally identifiable information and/or personal health information) and marketing data (collectively,
“Confidential Information”).
b) Use. Intech will not disclose the Confidential Information to anyone (i) unless you direct us to disclose
Confidential Information, or (ii) as may be required in order for Intech to perform its duties and obligations under
this Agreement, in which case the disclosure will be limited to our employees or subcontractors who have a “need
to know” the information in connection with Intech’s performance under this Agreement. Intech will notify its
employees and subcontractors of their confidentiality obligations with respect to the Confidential Information, and
require those persons, in writing, to comply with these obligations.
c) Exclusions. Confidential Information does not include information that Intech can demonstrate (i) is, as of
the time of its disclosure, part of the public domain through a source other than Intech, (ii) was known to Intech at
the time of disclosure, (iii) is independently developed by Intech, or (iv) is subsequently acquired from a third party
not under a confidentiality obligation to Customer.
5) Our (and your) Employees. We spend a great deal of time and money training our employees to make sure
they stay at the “top of their game”—and we’re sure you do the same for your employees. Accordingly, you and
we agree that during the term of this Agreement and for a period of one (1) year following the last date on which
we provide you with any Service, neither you nor we will (i) solicit or hire any of the other party’s employees,
directly or indirectly, or assist or encourage any third party from doing so, or (ii) directly or indirectly request,
induce or advise any of the other party’s employees to withdraw, curtail or terminate their relationship with the
other party.
6) Fees.
a) Invoices. Payments on invoiced amounts are due upon receipt after you receive our invoice. Fees that
remain unpaid for more than thirty (30) days after the date on the invoice will be subject to interest on the unpaid
amount(s) until and including the date payment is received, at the lower of either 1.5% per month or the
maximum allowable rate of interest permitted by applicable law. If you fail to pay our invoice within thirty days of
the date of the invoice, we will alert you to this fact by electronic mail (“email”). If payment is not made within
five (5) days after we send you the email, we may suspend the Services (without further notice to you) until full
payment is received. You agree that Intech will not be liable for any costs, fees, expenses, losses or damages that
you may incur if we suspend the Services for nonpayment.
b) Amounts. Fees for the Services will be set as indicated in the relevant SOW. Unless otherwise stated in an
SOW, all non-automated Services (i.e., services requiring the attention of Intech’s staff, such as technical support,
on-site consulting work, etc.) will be by the hour at Intech’s normal and customary hourly rate(s), it being
understood that Intech’s rates are higher for Services performed after Intech’s normal business hours (i.e., billed at
time and one-half), or on holidays or weekends (i.e., billed at double time). Intech will not provide services during
non-business hours, or on holidays or weekends, unless you specifically authorize Intech to do so.
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c) Increases. We reserve the right and you understand and agree that we may raise our fees by giving you at
least thirty (30) days written notice of the increase. In the course of conducting business, the need may arise for
us to increase our monthly prices due to economic pressures of inflation.
d) Expenses. You agree to reimburse Intech for all expenses Intech incurs in the performance of the Services
(“Reimbursable Expenses”) such as reasonable travel, lodging and meal expenses. Reimbursable expenses will
appear as a line item expense on Intech’s invoice. Mileage and one-way travel time to your premises will be
charged to you; however, inter-island travel expenses will be approved by you before Intech incurs such expenses.
7) When Does This Agreement Start? When Does It End? Will It Cost Me Anything?
a) The Beginning. This Agreement begins on the latest date of the signatures in the signature block below,
and will continue unabated until the earlier of (i) the completion of work performed under an SOW, or (ii) the
termination of this Agreement as described in the following paragraphs.
b) The End. This Agreement will continue for the full duration of the term specified in the SOW. Since this is
a master agreement, it may cover multiple individual SOWS with different terms. After the expiration of the initial
term, this Agreement shall continue until terminated by either party upon thirty (30) days prior written notice.
c) Termination Without Cause. Unless otherwise agreed by the parties in writing, no party will terminate a
SOW without cause prior to the SOW’s natural expiration date. If you terminate a SOW without cause, then you
will be responsible for paying the early termination fee described in the applicable SOW. If no early termination
fee is listed, then prior to the effective date of termination of this Agreement without cause, you agree to pay
Intech an amount equal to (i) all expenses incurred by Intech in its preparation and provision of the Services to
you, e.g., licensing fees incurred by Intech, non-mitigatable hard costs, etc. (“Hard Costs”), as well as (ii) fifty
percent (50%) of all fees that would have been paid to Intech had the term not been terminated prematurely.
d) Termination For Cause. In the event that one party (a “Defaulting Party”) commits a material breach
under a SOW or under this Agreement, the non-Defaulting Party will have the right, but not the obligation, to
terminate immediately this Agreement or the relevant SOW (a “For Cause” termination) provided that (i) the non-
Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the
Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Customer)
following receipt of written notice from the non-Defaulting Party. If Intech terminates this Agreement or any SOW
For Cause, then Intech shall be entitled to receive, and you hereby agree to pay to Intech, (i) all amounts that
would have been paid to Intech had this Agreement or SOW (as applicable) remained in effect, and (ii) all Hard
Costs. If you terminate this Agreement or a SOW for cause, then you will be responsible for paying only for those
services that were properly delivered and accepted by you up to the effective date of termination.
e) Customer Activity As A Basis for Termination. In the event that (i) any Customer-supplied equipment,
hardware or software, or any action undertaken by you, causes the System or any part of the System to
malfunction consequently requiring remediation by Intech on three (3) occasions or more (“System Malfunction”),
and if under those circumstances, you fail to remedy, repair or replace the System Malfunction as directed by
Intech (or you fail to cease the activity causing the System Malfunction, as applicable), or (ii) you or any of your
staff, personnel, contractors, or representatives engage in any unacceptable act or behavior that renders it
impracticable, imprudent, or unreasonable to provide the Services to you, then we will have the right, upon ten
(10) days prior written notice to you, to terminate this Agreement or the applicable SOW For Cause or, at our
discretion and if applicable, amend the applicable SOW to eliminate from coverage any System Malfunction or any
equipment or software causing the System Malfunction.
f) Consent. You and we may mutually consent, in writing, to terminate a SOW or this Agreement at any
time.
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g) Equipment / Software Removal. Upon termination of this Agreement or applicable SOW for any reason, you
will provide us with access, during normal business hours, to your premises or any other locations at which Intech-
owned equipment or software (collectively, “Intech Equipment”) is located to enable us to remove all Intech
Equipment from the premises. If you fail or refuse to grant Intech access as described herein, or if any of the Intech
Equipment is missing, broken or damaged (normal wear and tear excepted) or any of Intech-supplied software is
missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement
value of any and all missing or damaged items.
h) Transition; Deletion of Data. In the event that you request our assistance to transition away from our
services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to our provision of
assistance to you, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts to
be paid to us as may be required by Intech. For the purposes of clarity, it is understood and agreed that the retrieval
and provision of passwords, log files, administrative server information, or conversion of data are transition services,
and are subject to the preceding requirements. Unless otherwise expressly stated in a SOW, we will have no
obligation to store or maintain any of your data in our possession or control beyond fifteen (15) calendar days
following the termination of this Agreement. We will be held harmless for, and indemnified by you against, any and
all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, our deletion of your data
beyond the time frames described in this Section.
8) Liability Limitations.
a) Limitations. In no event shall either party be liable for any indirect, special, exemplary, consequential or
punitive damages, or for lost revenue, loss of profits (except for fees due and owing to Intech), savings, or other
indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or
the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any
damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been
advised of the possibility of such damages. Except for your payment obligations and each party’s indemnification
obligations described in this Agreement, each party’s aggregate liability to the other for damages from any and all
causes whatsoever and regardless of the form of action that arise from or relate to this Agreement (collectively,
“Claims”), whether in contract, tort or negligence, shall be limited to the amount of the aggrieved party’s actual
direct damages, not to exceed the amount of fees paid by you to Intech for the specific Service upon which the
applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the
cause of action accrued. It is understood and agreed that the costs of hardware or software (if any) provided to
Customer under this Agreement shall not be included in the calculation of the limitation of damages described in
this paragraph. The foregoing limitations shall not apply to the extent that the applicable claims are caused by a
party’s intentional or willful misconduct, or by a party’s gross negligence, or to the extent such limitations are
prohibited under applicable law.
b) No Warranty. Customer is advised to use the Services in conjunction with sound business practices.
Intech does not warrant or guarantee that the Services will produce any particular business or financial result for
Customer, or that Customer will find the Services useful or desirable. The Services are provided “as is”, with no
warranties whatsoever except for those warranties that are expressly stated in this Agreement or in a SOW.
c) Data Backup Exclusion. Unless otherwise expressly stated in an SOW, Intech shall not be responsible for
the backing up or preservation of Customer’s data at any time. Customer is instructed to backup its data regularly
in order to prevent potentially irretrievable data loss. Intech shall be held harmless against any costs, fees,
expenses, losses or damages that Customer may incur as a result of Customer’s failure to backup or preserve
Customer’s data.
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9) Arbitration. Any dispute, claim or controversy arising from or related to this Agreement, including the
determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration
before one arbitrator to be mutually agreed upon by the parties. The arbitration shall be administered and
conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”). In the event
of any inconsistency between the Rules and the procedures set forth below, the procedures set forth below
will control. The arbitrator will be experienced in contract, intellectual property and information technology
transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for
arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in the venue described in
Section 10, below. The arbitrator will determine the scope of discovery in the matter, however, it is the intent
of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and
that discovery be tailored to fulfill that intent. The cost of the arbitration shall be split evenly between the
parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable
attorneys’ fees and costs.
10) Miscellaneous.
a) Disclosure. You warrant and represent that you know of no law or regulation governing your business
that would impede or restrict our provision of the Services, or that would require us to register with, or report our
provision of the Services (or the results thereof), to any government or regulatory authority. Similarly, you
represent that your business is not subject to the provisions of the Federal Acquisition Regulation (FAR), or any
similar regulatory acquisition process or procedure. You agree to promptly notify us if you become subject to any
of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services
b) Additional Documents. You agree to promptly complete and return to us any additional documentation
that we may request of you if such documentation is required by law or industry regulation.
c) EULAs. Portions of the Services may require you to accept the terms of one or more third party end user
license agreements (“EULAs”). EULAs may contain service levels, warranties and/or liability limitations that are
different than those contained in this Agreement. You agree to be bound by the terms of such EULAs and will look
only to the applicable third party provider for the enforcement of the terms of such EULAs. If, while providing the
Services, we are required to comply with a third-party EULA and the third party EULA is modified or amended, we
reserve the right to modify or amend any applicable SOW with you to ensure your and our continued compliance
with the terms of the third party EULA.
d) Force Majeure. Neither Customer nor Intech will be liable for any delay, default or failure to perform
under this Agreement due to floods, riots, strikes, freight embargoes, acts of God, acts of war or hostilities of any
nature, laws or regulations of any government (whether foreign or domestic, federal, state, county or municipal)
or any other similar cause beyond the reasonable control of the party affected.
e) Waivers; Amendments. The delay or failure by a party to enforce its rights under this Agreement will not
constitute a waiver of that party’s right to enforce its rights on a later date. No amendment to this Agreement will
be effective unless it is in writing, and it is signed by both parties.
f) Merger. This Agreement and any SOWs issued hereunder are the sole and complete statement of the
obligations and rights of the parties regarding the Services, and supersedes all previous or contemporaneous
understandings, agreements, negotiations and proposals relating to the Services. No promises or inducements
have been offered or made to Customer (other than those expressly stated in this Agreement) to induce Customer
to enter into this Agreement and to be bound by this Agreement.
g) Assignment. This Agreement shall not be assigned by Customer without the prior written consent of
Intech, which Intech may withhold until and unless Intech is reasonably satisfied (and so notifies Customer in
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writing) that (i) Customer’s assignee is qualified, from a financial and technological perspective, to be bound by the
terms of this Agreement, and that (ii) the assignment would not cause Intech to incur any conflict of interest.
h) Captions. Captions contained in this Agreement are inserted only as a matter of convenience or for
reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any
provision of this Agreement.
i) Attorneys’ Fees. If one party commences any action or proceeding against the other to enforce the terms
of this Agreement, the prevailing party will be entitled to an award against the other party for all reasonable
attorneys’ fees, costs and expenses incurred by the prevailing party in connection with the action or proceeding
and in connection with the enforcement of any judgment or order the prevailing party obtains.
j) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Hawaii. The parties agree that the sole and exclusive venue for any and all issues, claims, causes of action
or matters arising from or related to this Agreement shall be in the courts of Honolulu, Hawaii.
k) Notices. Whenever under the provisions of this Agreement, notice is required or permitted to be given,
either party may deliver such notice(s) to the other by electronic mail (“email”). Email notice shall be deemed
given when such notice is sent to the last known email address provided, regardless of whether such email address
is functional or not. Notice provided in any method other than by email shall be deemed given either when
delivered personally, or by courier, or by facsimile machine with printed transmittal confirmation sheet; or, three
(3) days after mailing, postage prepaid by registered or certified mail, return receipt requested, addressed to the
party for whom it is intended with copies provided to the address set forth above or to such other addresses as a
party shall hereafter designate in writing to another party. Subject to the terms described herein, the parties
acknowledge and agree that electronic mail (“email”) and/or digital copies or electronic transmissions of this
Agreement, and all notices under this Agreement, satisfy all physical “writing” requirements under this Agreement.
l) Independent Contractor Relationship. The parties are independent contractors to one another, and
neither party is an employee, servant, agent, partner or joint venturer of the other party.
m) Data Access/Storage. Depending on the Service provided, a portion of your data may occasionally be
accessed or stored on secure servers located outside of the United States. You agree to notify us if your company
requires us to modify our standard access or storage procedures.
n) No Third Party Beneficiaries. The parties are entering into this Agreement solely for themselves and no
other party. Nothing contained in this Agreement, whether expressed or implied, will be deemed to confer any
rights or remedies upon, or obligate either Intech or Customer to, any third person or entity.
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AGREED AND ACCEPTED
Date: ___________ Date: ___________
INTEGRATION TECHNOLOGIES, INC.
By: ________________________ By: __________________________
Print Name / Title: Print Name / Title:
BRANDEN BAKER, President
Contact Information:
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