Contract & Masters Services Agreement (MSA)
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between ProVal Technologies, Inc., a Florida corporation with its principal place of business at 498 Palm Springs Drive, Ste. 310, Altamonte Springs, FL 32701 (“ProVal”), and (“Client, MSP;” ProVal and Client/MSP are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”).
WHEREAS, Client desires to hire ProVal to perform remote computer network and systems administration, network and systems engineering, data center management, installation, troubleshooting, problem resolution and overall remote technical support to the Client in accordance with the terms and conditions set forth herein; and
WHEREAS, ProVal desires to accept such engagement in accordance with the terms and conditions set forth herein
NOW THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Scope of Services
For purposes of this Agreement, the term “Confidential Information” shall mean all non-public or proprietary information, data and software furnished by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether disclosed or accessed in oral, written, electronic, graphic, machine-readable form, or other form or media, whether or not marked, designated, or otherwise identified as “confidential,” which may include but not be limited to, code, software tool specifications, functions and features, integration and shared data block specifications, financial information, corporate and ownership information, file layouts, marketing strategies, business, product or acquisition plans, current business relationships or strategies, customer lists, ideas, methods, discoveries, trade secrets, know-how, protocols, processes, other visual depictions, personal employee information, and any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party.
Except as required by applicable federal, state, or local law or regulation, Confidential Information shall not include information which:
Each Party acknowledges and agrees that it may gain access to or become familiar with the other Party’s Confidential Information. Except as expressly limited or excluded above, each Party, as the Receiving Party of the Disclosing Party’s Confidential Information, shall:
All right, title, and interest in and to any Confidential Information shall be and shall remain the exclusive property of the Disclosing Party. Notwithstanding the foregoing, all documents, designs, computer programs, computer systems, data, source code, object code, computer documentation and other work product and materials authored or prepared by ProVal in connection with the performance of the Services shall be the sole property of ProVal.
The Receiving Party may disclose the Disclosing Party’s Confidential Information under applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party shall first make commercially reasonable efforts to provide the Disclosing Party with: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
Term and Termination
Limitation of Liability; Indemnification
Intellectual Property Title and Ownership Rights
No Modification or Assignment:
This Agreement may not be changed or modified unless in writing and signed by both Parties. This Agreement may not be assigned by Client without the prior written consent of ProVal.
Should any provision hereof be deemed, for any reason whatsoever, to be invalid, illegal, or unenforceable, such provision shall be deemed severable and shall not affect the validity, legality, and enforceability of the other provisions of this Agreement.
Governing Law and Exclusive Jurisdiction:
This Agreement shall be deemed to be made and entered into pursuant to the internal laws of the State of Florida and for all purposes this Agreement shall be construed and interpreted in accordance with and be governed by the law of the State of Florida. Any action, proceeding or litigation arising from or related to this Agreement shall be filed and litigated exclusively in the state or federal courts located in Seminole County, Florida and the Parties hereby consent to jurisdiction in these courts and agree that venue is proper exclusively in these courts.
Neither ProVal nor Client shall be held responsible for any delay or failure in performance under this Agreement arising out of causes beyond its control including, but not limited to, floods, fires, acts of war, terrorist acts, labor difficulties or shortages, embargoes, inability to obtain materials, equipment or transportation, or components or finished goods, acts of God, acts of the government or regulatory agencies or national disasters.
During the term of this Agreement and for a period of two (2) years after its termination or completion of the most recent SOW, whichever is later, each Party agrees that it will not solicit for hire or advise or assist others with the opportunity to do the same, any employees or clients of the other Party.
Entire Agreement; Survival
The provisions herein constitute the entire agreement between the Parties and supersede all prior agreements, oral or written, and all other communications between the Parties. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
IN WITNESS WHEREOF, the Parties acknowledge that each has fully read and understood this Agreement, and, intending to be legally bound thereby, executed this Agreement as of the date set forth above.