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 8370 Seneca Pointe, Eden Prairie 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:
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:
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.
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.
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.
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:
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.
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 may request removal of any published material by providing written notice to L5, and L5 shall remove such material within ten (10) business days of receipt.
The provisions of this Section 4 shall survive termination or expiration of this Agreement for any reason.
L5 shall perform the Services ordered hereunder at L5 facilities unless specified in the Ordering Document.
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.
All L5 software, development tools, processes, methodologies and techniques (“L5 Tools”) owned by L5 and incorporated into or embedded in Deliverables 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.
The provisions of this Section 6 shall survive termination or expiration of this Agreement for any reason.
Both parties agree that for the Term of this Agreement and for a period of one (1) year after its expiration or termination:
The provisions of this Section 7 shall survive termination or expiration of this Agreement for any reason.
All Deliverables shall be submitted to the designated Customer project manager for review and approval.
Approval of invoices shall constitute formal acceptance of work performed and Deliverables received.
Either party may terminate this Agreement and/or any Ordering Document hereunder in whole or in part upon 30 days’ notice.
Each party agrees to indemnify and hold harmless the other party from and against any and all damages, losses, claims, liabilities, judgments, verdicts, court orders or settlements.
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.
This Agreement may only be amended by written agreement signed by a duly authorized representative of each party.
Notices or other communication required by the terms and conditions of this Agreement shall be in writing.
No delay or omission by either party in exercising any right or power shall impair such right or power.
If any provision of this Agreement is declared or found to be illegal, unenforceable or void, the remainder shall still be enforced.
Neither Party shall be in breach of its obligations due to events beyond its control.
Both parties acknowledge that they are independent contractors.
This Agreement will be governed by the law of the State of Minnesota United States of America.
Both parties represent that they will comply with applicable laws and regulations.
The terms of this Agreement will control over any Ordering Document in case of conflict.
This Agreement constitutes the entire understanding between the parties.
All remedies provided shall be cumulative. Headings are for convenience only.