Master Services Agreement
This is a Master Services Agreement (“Agreement”) L5.ai LLC and Affiliates doing business as L5 (“L5”), a Minnesota Limited Liability Company, with a principal place of business at 7760 France Av. S. 11th Floor, MN 55347 and the customer entity (“Customer”) on the ordering document issued by L5 and becomes effective on the last signature date (“Effective Date”) of the Ordering Document (“Ordering Document”).
WHEREAS, L5 is engaged in the Information Technology professional services business providing consulting, installation, configuration, customization and/or support services; and
WHEREAS, Customer desires to engage L5 to provide the Services and L5 desires to be engaged by Customer; and
THEREFORE, in consideration of the covenants and agreements contained herein, L5 and Customer agree as follows:
1. Ordering Document
Customer may, from time to time in its discretion, issue Statements of Work (SOW), Order Forms (OF), Purchase Orders (PO), Service Descriptions (SD) or other similar documents, collectively referred to as a “Ordering Document”, to L5 describing the Services to be performed and/or Products to be delivered by L5. The Ordering Document will be documented as Exhibits numbered and are incorporated into and form a part of this Agreement. An Ordering Document may reflect the following, as applicable: (i) a description of the Services to be performed and/or Products to be provided; (ii) the term or period of time during which L5 will perform the Services and/or provide the Products, provide resources or otherwise perform its obligations as specified in the Ordering Document; (iii) a description of Customer and/or Customer’s obligations related to the Ordering Document (if any), including any facilities, equipment, personnel and tasks or other support to be provided or performed; (iv) fees and expenses under the Ordering Document, or, if applicable, the basis on which such fees and expenses will be computed; (v) the primary liaison (“Project Manager”) from each party who will be responsible for facilitating and coordinating communications and decisions relating to each Ordering Document under this Agreement; (vi) Deliverables (“Deliverables”) that are typically documents or configurations specific to a Customer; (vii) any other terms and conditions applicable to performance of the Ordering Document and the obligations of the parties. Each Ordering Document shall become effective as of the date of the commencement of the Services or, if earlier, the date of execution of such Ordering Document.
2. Term
Except as otherwise mutually agreed upon by the parties in writing, the term of this Agreement shall commence as of the date hereof, shall continue for an initial period of one (1) year, subject in any event to the parties’ termination rights in this Agreement.Each Ordering Document executed by the parties prior to the effective date of such termination shall remain in full force and effect in accordance with its terms, including the terms and conditions of this Agreement, which are by this reference incorporated into and made a part of each such Ordering Document. Upon the expiration of the Initial Term, this Agreement will automatically renew for additional one year periods (“Renewal Term(s)”), unless either party provides the other with written notice of non-renewal at least thirty days prior to the expiration of the Initial Term or relevant Renewal Term.The “Initial Term” and any “Renewal Term(s)” collectively shall be referred to as “Term.” Notwithstanding the foregoing, if a Ordering Document entered into under this Agreement is in effect and not yet concluded at the time of ending of the Initial Term or a Renewal Term, that particular Ordering Document will continue in full force and effect even after the end of the Initial Term or Renewal Term if necessary to complete the work under that Ordering Document.
3. Compensation Rates and Payment
- Compensation: Customer will pay L5 fees and expenses as set forth in the applicable Ordering Document. L5 shall submit invoices in a form acceptable to Customer. Except as otherwise set forth in the applicable Ordering Document, Customer will remit payment within 15 days receipt of an invoice in proper form from L5. Delayed payments will incur a service charge of an additional 5% per month from the day such amount is due until paid.
- Taxes: L5 shall collect and pay appropriate taxing authorities on behalf of Customer, and be reimbursed for, all sales, consumer, and use taxes (“Sales Taxes”) directly related to the Services required to be paid by applicable Sales Tax laws related to the Services provided. L5 warrants and represents that it is liable for payment of such collected Sales Taxes to the applicable taxing authorities and shall secure and pay for all permits and other governmental fees, licenses and inspections required by the Services rendered. In the event that Customer or L5 are found liable for not remitting/collecting enough Sales Taxes as a result of a state or local Sales Tax audit, L5 shall submit additional invoices to Customer for payment and promptly satisfy any Sales Tax obligation. In no event will Customer have any obligation to pay any taxes based on L5’s net income, L5’s corporate franchise taxes, L5’s employment taxes, or other taxes or benefits owed by L5 arising from the employment or independent L5 relationship between L5 and its personnel.
4. Confidential Information
- To the extent that, in connection with this Agreement, either party (each, the “receiving party”) comes into possession of any trade secrets or other non-public proprietary or confidential information of the other party or third parties including Customer (the “disclosing party”) (“Confidential Information”), the receiving party will not disclose Confidential Information to any third party without the disclosing party’s consent. In addition, the disclosing party hereby consents to the receiving party disclosing Confidential Information (i) to the extent required by law, rule or regulation, or in accordance with applicable professional standards or rules or (ii) to the extent such information (A) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure in breach hereof, (B) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party which the receiving party believes is not prohibited from disclosing such information to the receiving party by obligation to the disclosing party, (C) is known by the receiving party prior to its receipt from the disclosing party without any obligation of confidentiality with respect thereto, or (D) is developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party shall carry out its obligations under this Section using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care.
- Upon termination or expiration of this Agreement, each party shall forthwith return to the other party all Confidential Information of the other party which it has in its possession, as well as any other papers, materials and properties of the other party including all copies thereof and notes thereon; provided, however, that Customer shall not be obligated to return L5’s Confidential Information to the extent it is incorporated or included in Customer’s Deliverables or other materials prepared for the Customer or Customer’s working papers.
- Customer acknowledges that publication of case study and customer success story based on L5 methodology is permitted under this definition of Confidential Information agreement. Customer will have the opportunity to review and approve case study and success story prior to publiation.
- The provisions of this Section 4 shall survive termination or expiration of this Agreement for any reason.
5. Place of Performance
L5 shall perform the Services ordered hereunder at L5 facilities unless specified in the Ordering Document. When performing Services or providing product at Customer’s or its Customer’s facilities/premises, L5 shall abide by any code of conduct or other rules and regulations for security and personnel identification, access and work at Customer’s or Customer sites and for safeguarding classified information.
6. Rights in Patents, Works of Authorship and Proprietary Data
Customer agrees that all material and documentation identified as “Deliverables” in the Ordering Document, whether in final production or draft, contain proprietary information of L5. L5 shall grant a perpetual, non-exclusive, royalty-free license to use and disclose L5 Material that are embedded in the Work Product, if any, only as integral components of the Deliverables.
All L5 software, development tools, processes, methodologies and techniques (“L5 Tools”) owned by L5 and incorporated into or embedded in Deliverables, or used in providing Services shall remain the property of L5.
All Customer data and programs including but not limited to Personally Identifiable Information (PII) and Protected Health Information (PHI) shall remain the property of the Customer at all times. Any Customer data stored in Customer owned Third Party platforms such as ClickUp shall be governed by agreements between Customers and the Third Party provider. L5 shall have no rights or obligations with respect to Customer owned data.
The provisions of this Section 6 shall survive termination or expiration of this Agreement for any reason.
7. Non-Compete of Customers and Non-Solicitation of Employees
Both parties agree that for the Term of this Agreement and for a period of one (1) year after its expiration or termination:
- Either party shall not directly or indirectly solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any employee or consultant of the other party to terminate their relationship the other party.
- Both parties agree they will not hire any employee or consultant of the other during the term of this Agreement and for one year following termination of this Agreement for any reason, unless that party has the explicit, written consent of the other.
The provisions of this Section 7 shall survive termination or expiration of this Agreement for any reason.
8. Completion and Acceptance Criteria
- All Deliverables shall be submitted to the designated Customer project manager for review and approval. If a review meeting is necessary or requested by Customer, L5 will schedule the review meeting five (5) business days prior to such review. Deliverable(s) will be provided to Customer via mutually accepted mechanisms (email, SharePoint, etc.). Customer will provide review comments on such Deliverable(s) to L5 within five (5) business days from the date such Deliverable(s) are submitted.
- Approval of invoices shall constitute formal acceptance of work performed and Deliverables received.
- The project shall have a review once per month with Customer’s designated management steering committee where risks, changes and issues related to the scope of work in this Ordering Document shall be discussed.
9. Termination for Convenience
10. Indemnification
Each party (each an “indemnifying party”) agrees to indemnify and hold harmless the other party and its partners, principals, shareholders, officers, directors, managers, employees and personnel (collectively, the “indemnified persons”), from and against any and all damages, losses, claims, liabilities, judgments, verdicts, court orders or settlements, including costs, expenses and reasonable attorneys fees (collectively, “Losses”) suffered or incurred by the indemnified persons or any other person or entity arising out of the negligence or intentional misconduct of the indemnifying party or its employees, agents or contractors in the performance of this Agreement.
The provisions of this Section 10 shall survive termination or expiration of this Agreement for any reason.
11. Limitation of Liability
NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF A PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
The provisions of this Section 11 shall survive termination or expiration of this Agreement for any reason.
12. Amendments
This Agreement may only be amended by written agreement signed by a duly authorized representative of each party. No amendment, waiver or discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such amendment, waiver or discharge is sought to be enforced.
13. Agreement Administration
Notices or other communication required by the terms and conditions of this Agreement shall be in writing and delivered by hand or sent by email or certified United States Mail, return receipt request, to the other party at the address stated in the introductory paragraph of this Agreement. Notices hereunder are effective upon receipt.
14. Waiver
No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver or discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced.
15. Severability
If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but if the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
16. Force Majeure
Neither Party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event.
“Event of Force Majeure” means an event beyond the control of either party, which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:
- Acts of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods).
- War, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo.
- Rebellion, revolution, insurrection, or military or usurped power, or civil war.
- Contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly.
- Riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Supplier or of his
- Subcontractors.
- Acts or threats of terrorism.
- Major public health crisis.
17. Independent Contractor
Both parties acknowledge and agree that they are an independent contractor whose employees or agents, if any, are not eligible for any of the benefits to which employees of the other party are eligible. Neither part has any authority, expressed or implied, to assume or create any obligations on behalf of the other party.
The provisions of this Section 17 shall survive termination of this Agreement for any reason.
18. Applicable Law
This Agreement will be governed by the law of the State of Minnesota United States of America, without giving effect to the conflicts of laws provisions thereof. The provisions of this section 18 shall survive termination or expiration of this agreement for any reason.
19. Compliance with the Law
Both parties represent and warrant that each party shall comply in all respects with applicable law, rules, regulations and professional standards or guidelines to which a party conforms (“Laws”). Each party has established policies, protocols and procedures relating to compliance with law (including, without limitation anti-money laundering, anti-bribery, insider trading policies) and established code of ethics and code of conduct (“Policies”). Each party shall ensure that its officers, directors and employees comply with all Laws and Policies.
20. Order of Precedence
To the extent of any express conflict or inconsistency between the terms and conditions of a Ordering Document and the terms and conditions of this Agreement, the terms and conditions of this Agreement will control.
21. Entire Agreement
This Agreement, together with the applicable SOWs and any Schedules attached thereto and incorporated therein, constitutes the entire understanding and contract between the parties hereto and supersedes any and all prior or contemporaneous oral or written agreements, representations, understandings, warranties or communications with respect to the subject matter hereof.
22.Miscellaneous
Except as expressly provided herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. Headings in this Agreement are for convenience only. The headings shall not be used in interpreting this Agreement or any provision of it. Neither party shall be liable to the other for any delay or failure to perform any of the Services or obligations set forth in this Agreement due to causes beyond its reasonable control.
