MASTER SERVICES AGREEMENT

February 24, 2024

MASTER SERVICES AGREEMENT

 

This Agreement (hereinafter “Agreement”) is made effective as of KKKK by and between Consulting ZZZZ, having its principal address at XXXX (hereinafter “Service Provider”) and eResource Planner, Inc., having its principal address at PO Box XXXX, BBBB(hereinafter “Client”) also individually referred to as “Party” and collectively referred to as “Parties”.

 

 

WHEREAS the Service Provider has a background in Power BI and other Development Tools and is willing to provide services to the Client based on this background; and

 

WHEREAS the Client desires to have services provided by Service Provider;

 

NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

 

  1. DESCRIPTION OF SERVICES.

 

Beginning on or about XXXX  the Service Provider shall provide the following services (collectively, the “Services”):

 

  • The Service Provider shall perform duties as outlined in a separate Statement of Work;

 

  • The Service Provider shall provide the Client with a monthly recap of activities no later than the 10th day of each month outlining all Services performed in the previous calendar month; and

 

  • The Service Provider shall provide the Client with a periodic Statement of Work for approval based on agreed upon timelines for a duration of __ months.

 

  1. PERFORMANCE OF SERVICES.

 

  1. The Service Provider shall perform the Services be at specific hours as and when determined by the Parties.

 

  1. The Client shall rely on the Service Provider to work as many hours as may be reasonably necessary to fulfill all obligations under this Agreement.

 

  1. The Service Provider shall perform the Services from its own location as well as on site at the Client’s facilities as needed.

 

  1. The Service Provider shall be provided access to resources by Client via electronic means with access being granted for the term of this Agreement and at the sole discretion of the Client.
  2. 3.

 

The Client shall pay the Service Provider for the Services performed based on the schedule in each Statement of Work (SOW).  All commission, recurring and bonus amounts will be paid net 15 after receipt of payment from the client.

 

  1. EXPENSE REIMBURSEMENT.

 

The Service Provider shall be responsible for all the expenses related to the Services performed.

 

  1. NEW PROJECT APPROVAL.

 

The Parties recognize that the Service Provider’s Services shall include working on various projects for the Client.  The Service Provider shall obtain the approval of the Client prior to the commencement of any new projects.

 

  1. TERM/TERMINATION.

 

This Agreement may be terminated by either Party upon seven (7) days’ written notice to the other Party or immediately if cause is determined.

 

  1. Termination for Cause

 

  • If either Party defaults in the performance of any material obligation in this Agreement, the non-defaulting Party shall give the defaulting Party a written notice notifying them of the default in detail and how to cure such default.

 

  1. If the default is not cured within seven (7) days following such notice, the Agreement will be terminated.

 

  • If the Service Provider fails any drug test according to the rules of Client’s Drug Policy, this Agreement will be terminated immediately.

 

  1. RELATIONSHIP OF PARTIES.

 

  1. The Parties understand and acknowledge that the Service Provider is an independent contractor with respect to Client, and not an employee of Client.

 

  1. The Client shall not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Service Provider.

 

  1. EMPLOYEES.

 

The Service Provider’s employees, if any, who perform services for the Client under this Agreement shall also be bound by the provisions of this Agreement.  At the request of the Client, the Service Provider shall provide adequate evidence that such persons are the Service Provider’s employees.

 

  1. INJURIES.

 

  1. The Service Provider acknowledges its obligation to obtain appropriate insurance coverage for the benefit of the Service Provider (and the Service Provider’s employees, if any).

 

  1. The Service Provider waives any rights to recovery from the Client for any injuries that the Service Provider (and/or the Service Provider’s employees) may sustain while performing Services under this Agreement and that are a result of the negligence of the Service Provider or the Service Provider’s employees.

 

  1. INDEMNIFICATION.

 

The Service Provider agrees to indemnify and hold the Client harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of the Service Provider, the Service Provider’s employees, if any, and the Service Provider’s agents.

 

  1. INTELLECTUAL PROPERTY.

 

  1. Any and all Intellectual Property developed for, or in collaboration with the Client by the Service Provider shall be the property of the Client, and the Client shall retain 100% of all rights to the said Intellectual Property.

 

  1. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):

 

  1. The Service Provider’s Intellectual Property. The Service Provider personally holds an interest in the Intellectual Property that is described on the attached Exhibit C and which is not subject to this Agreement.

 

  1. All work performed by the Service Provider, the Service Provider’s employees or the Service Provider’s Agents and intellectual Property utilized is the property of the Client unless listed in paragraph i. above.

 

  1. CONFIDENTIALITY.

 

  1. The Client recognizes that the Service Provider has and shall have the following information:

 

– inventions

– products

– prices

– costs

– discounts

– future plans

– business affairs

– process information

– trade secrets

– technical information

– customer lists

– copyrights

 

and other proprietary information (collectively, “Confidential Information”) which are valuable, special, and unique assets of eResource Planner, Inc.  and need to be protected from improper disclosure.

 

  1. In consideration for the disclosure of the Confidential Information, the Service Provider agrees that it shall not at any time or in any manner, either directly or indirectly, use any Information for its own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of the Client.

 

  1. The Service Provider shall protect the Confidential Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.  Additionally, the Service Provider agrees to and shall sign the Non-Disclosure Agreement attached as exhibit B prior to execution of this Agreement.

 

  1. CONFIDENTIALITY AFTER TERMINATION.

 

The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

 

  1. RETURN OF RECORDS.

 

Upon termination of this Agreement, the Service Provider shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in its possession or under its control and that are the Client’s property or relate to the Client’s business.

 

  1. NOTICES.

 

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

 

If for the Service Provider:

XXXXX

Consulting VVVV

KKKK

DDDDD

XXXX

 

If for the Client:

 

XXXX

FFFF

PO Box VVVV

NNNN

CCCC

 

Such address may be changed from time to time by either Party by providing written notice to the other in the manner set forth above.

 

  1. ENTIRE AGREEMENT.

 

  1. This Agreement, including its exhibits and schedules, which are expressly incorporated herein by reference contains the entire Agreement of the Parties as to the subject matter hereof and there are no other promises or conditions in any other agreement whether oral or written.

 

  1. This Agreement supersedes any prior written or oral agreements between the Parties.

 

  1. AMENDMENT.

 

This Agreement may be modified or amended if the amendment is made in writing and is signed by both Parties.

 

  1. SEVERABILITY.

 

  1. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

 

  1. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

  1. 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.

 

  1. APPLICABLE LAW.

 

The validity, in Client retation, construction, and performance of this Agreement shall be governed by the laws of the State of Arizona, without giving effect to the principles of choice or conflict of laws, and each of the Parties hereby consent to the exclusive jurisdiction of the state and federal courts of the State of Arizona.

 

SIGNATURE PAGE

 

 

Party receiving services:

 

XXXX

 

By:   ____________________________________________________

Client Authorized Signer/DATE

 

 

Party providing services:

 

Service Provider

 

By:   ____________________________________________________

Service Provider/DATE

 

 

EXHIBIT A

 

Service Provider Payment Schedule

 

DEFINITIONS

The Service Provider shall  be paid the  agreed upon rate as defined in each Statement of Work associated with this Master Services Agreement.

 

 

 

EXHIBIT B

 

XXXX

NON-DISCLOSURE AGREEMENT

(STANDARD RECIPROCAL)

 

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of the later of the two signature dates below by and between XXXX,ZZZZ (hereinafter “Client”), and Consulting XXXX (hereinafter “Service Provider”).

 

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED IN THIS AGREEMENT AND THE MUTUAL DISCLOSURE OF CONFIDENTIAL INFORMATION, THE PARTIES HERETO AGREE AS FOLLOWS:

 

  1. Definition of Confidential Information and Exclusions.

 

(a)        “Confidential Information” means nonpublic information that a Party to this Agreement (“Disclosing Party”) designates as being confidential to the Party that receives such information (“Receiving Party”) or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party.  Confidential Information includes, without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party’s software or hardware products, the marketing or promotion of any Disclosing Party’s product, Disclosing Party’s business policies or practices, and information received from others that the Disclosing Party is obligated to treat as confidential.  Except as otherwise indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the Receiving Party.  An “Affiliate” means any person, partnership, joint venture, corporation, or other form of entClientrise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a Party.

 

(b)   Confidential Information shall not include any information, however designated, that:  (i) is or subsequently becomes publicly available without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) became known to the Receiving Party prior to the Disclosing Party’s disclosure of such information to the Receiving Party pursuant to the terms of this Agreement; (iii) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party; (iv) is independently developed by the Receiving Party; or (v) constitutes Feedback (as defined in Section 5 of this Agreement).

 

  1. Obligations Regarding Confidential Information

 

(a)   The Receiving Party shall:

 

  • Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that the Disclosing Party first discloses such Confidential Information to the Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement;

 

  • Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party;

 

  • Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of the Receiving Party’s business relationship with the Disclosing Party, and only as otherwise provided hereunder; and

 

  • Refrain from reverse engineering, decompiling, or disassembling any software code and/or pre-release hardware devices disclosed by the Disclosing Party to the Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law.

 

(b)        The Receiving Party may disclose Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order, provided that the Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.  Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section (i) of this Section 2(b).

(c)        The undersigned Receiving Party may disclose Confidential Information only to the Receiving Party’s employees, interns, agents, independent contractors, and consultants on a need-to-know basis.  The undersigned Receiving Party will have executed or shall execute appropriate written agreements with such employees and third parties sufficient to enable the Receiving Party to enforce all the provisions of this Agreement.

(d)      The Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party and its employees, interns, agents, independent, contractors and consultants, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

 

(e)      The Receiving Party shall, at the Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at the Disclosing Party’s option, certify destruction of the same.

  1. Remedies

The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

  1. Miscellaneous

(a)        All Confidential Information is and shall remain the property of the Disclosing Party.  By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied right to the Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein.  The Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.

 

(b)        In the event that the Disclosing Party provides any computer software and/or hardware to the Receiving Party as Confidential Information under the terms of this Agreement, such computer software and/or hardware may only be used by the Receiving Party for evaluation and providing Feedback (as defined in Section 5 of this Agreement) to the Disclosing Party.  Unless otherwise agreed upon by the Disclosing Party and the Receiving Party, all such computer software and/or hardware is provided “AS IS” without warranty of any kind, and the Receiving Party agrees that neither the Disclosing Party nor its suppliers shall be liable for any damages whatsoever arising from or relating to the Receiving Party’s use or inability to use such software and/or hardware.

(c)        The Parties agree to comply with all applicable international and national laws that apply to (i) any Confidential Information, or (ii) any product (or any part thereof), process or service that is the direct product of the Confidential Information, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.

(d)        The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without use of the other party’s Confidential Information.  Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term “residuals” means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein.  The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.  However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party’s copyrights or patents.

(e)        This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.  It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both Parties.  None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of the Disclosing Party and the Receiving Party.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

 

(f)        If either the Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees.  This Agreement shall be construed and controlled by the laws of the State of Arizona, and the Parties further consent to the exclusive jurisdiction and venue in the federal courts sitting in Maricopa County, Arizona, unless no federal subject matter jurisdiction exists, in which case the Parties consent to the exclusive jurisdiction and venue in the Superior of Maricopa County, Arizona.  The Service Provider waives all defenses of lack of personal jurisdiction and forum non conveniens.  Process may be served on either Party in the manner authorized by applicable law or court rule.

 

(g)  This Agreement shall be binding upon and inure to the benefit of each Party’s respective successors and lawful assigns; provided, however, that neither Party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other Party.  Any attempted assignment in violation of this Section shall be void.

 

(h)   If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

 

(i)    Either Party may terminate this Agreement with or without cause upon ninety (90) days prior written notice to the other Party.  All sections of this Agreement relating to the rights and obligations of the Parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.

 

  1. Suggestions and Feedback

 

The Receiving Party may from time to time provide suggestions, comments, or other feedback (“Feedback”) to the Disclosing Party with respect to Confidential Information provided originally by the Disclosing Party.  Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the Party providing the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for the Party receiving the Feedback.  Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the Parties, the Party receiving such Feedback shall be free to use, disclose, reproduce, license, or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.

 

XXX Inc.                NNNN

PO Box CCC                                         152 Poplar Woods Dr

VVVV                                     Concord, BBBB

 

By:  ____________________________        By:                                                         

Name:  _________________________        Name:                                                    

Title:  ___________________________       Title:                                                      

 

Date:  ___________________________      Date:                                                                                                               

 

 

 

 

 

 

 

 

EXHIBIT C

 

Service Provider’s Intellectual Property.

 

__________________________________________________________________________

 

 

 

 

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