MASTER SERVICE AGREEMENT
This Master Service Agreement (“Agreement”) governs Client’s acquisition and use of Integrass services based on the terms as defined herein. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Client” shall refer to such entity and its affiliates. If the individual accepting this agreement does NOT have such authority, or does NOT agree with these terms and conditions, such individual must not accept this Agreement and may not use the services.
This Agreement was last updated on April 21, 2023. It is effective between Client and Integrass as of the date of Client’s acceptance.
In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Services & Statements of Work
a. Client hereby retains Integrass to perform services for Client as specified in the Statement(s) of Work in the applicable Professional Services Agreement, Work Order, Change Order or other such Agreement executed between the parties (the “Services”). Each Statement of Work that is executed between Client and Integrass will be governed by this Agreement. The Statement of Work will set forth the work product to be produced by Integrass (“Deliverables”). Integrass understands that prompt performance of the Services is required by Client in order to meet its schedules and commitments.
b. Client may modify the Statement of Work (or any provision thereof) by a written change order (“Change Order”) delivered to Integrass. If Client modifies by Change Order the scope of Services, and Integrass accepts such changes, Integrass will perform such Services and the charges for such Services, and other terms and conditions of performance, will be governed by this Agreement and the provisions of such Change Order.
c. Integrass acknowledges and agrees that the Statement of Work is the only authorization for Integrass to take action or provide Services relating to any project. Client will not be obligated to pay for Services prior to Client having signed a valid and complete Statement of Work. In the event of any direct conflict in the terms or conditions between the Statement of Work and this Agreement, the terms of this Agreement will control unless the specific section of this Agreement is overridden in the Statement of Work. In such event, the specific term(s) will be overridden for that Statement of Work only and will not constitute an amendment to the Agreement.
2. Invoicing & Payment
a. Client agrees to release the payments to Integrass within the time period specified in the applicable Professional Services Agreement, Work Order, Change Order or other such Agreement executed between the parties. Invoices will be raised immediately on successful completion of the work as per agreed milestone(s).
3. Intellectual Property
a. All rights in and to any information, materials, inventions and discoveries of any kind developed by Integrass and/or its personnel solely or jointly with Client pursuant to this Agreement (“Proprietary Information”) will be owned solely and exclusively by Client. Proprietary Information will include any and all patent, trademark, copyright, trade secret and other proprietary rights of any kind whatsoever, any and all works in any medium whatsoever that refer to, relate to, incorporate, include, analyze or utilize such Proprietary Information. As applicable, all such Proprietary Information is considered a work made for hire. To the extent necessary to vest such sole and exclusive ownership in Client, Integrass and/or its personnel hereby irrevocably assign to Client (its successors and assigns) any and all rights in and to such Proprietary Information. Integrass and/or its personnel hereby grant all such royalty-free, perpetual and assignable licenses to Client as may be necessary for it to use, sell, reproduce, modify and otherwise exercise control over the Proprietary Information for any purpose whatsoever, by any and all means, method, processes, now known or hereafter developed, and without any obligation of accounting or payment of royalties or other compensation to Integrass, to Integrass’ personnel or to any third party. Proprietary Information may be used by Integrass and/or its personnel only in connection with performing their responsibilities under this Agreement.
b. Integrass agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged, without cost to Client, any and all documents and to perform such acts as may be necessary, useful or convenient for the purpose of securing to Client the patent, copyright, trade secret or other proprietary protection throughout the world relating to the Proprietary Information.
c. All Proprietary Information and material containing Proprietary Information will be delivered forthwith to Client on request and in any event at the termination of this Agreement, and no copies thereof will be retained by Integrass and/or its personnel unless the prior written consent of Client is obtained with respect thereto.
a. Integrass will provide qualified personnel to complete the Services specified in the Statement of Work. Unless otherwise set forth in the Statement of Work, each of the personnel will devote his full knowledge, skill and time to performing the applicable Services.
b. Client has full right to request for replacement of the personnel with mutually agreeable time periods to not to impact the project, if there are any performance related issues.
c. Integrass will use all reasonable means to ensure the continued employment by Integrass of the personnel performing Services pursuant to a Statement of Work. If either (i) the employment of any personnel performing Services under a Statement of Work is terminated by Integrass for any reason whatsoever, or (ii) Client requests for replacement, Integrass will furnish Client with replacement personnel of experience at least equal to that of the terminated personnel.
d. If Integrass’ personnel take leave with or without notice to Client or absconds, Integrass ensures to furnish Client with replacement personnel of experience at least equal to that of the personnel left, within 7 days after the absence of such personnel.
e. When Integrass’ personnel are on Client’s premises or at a Client’s client premises, they will comply with all applicable rules, regulations and policies including such matters as working hours, holidays and security measures.
f. Working time for the personnel will be decided by their immediate superior or manager as per the project requirements/dynamics.
g. Integrass’ personnel will be eligible for payment only against the hours of work rendered as per the assigned project deliverable mentioned in the SOW. All payments will be made only against the timesheets approved for T& M projects or as per milestones of SOW for fixed bid projects.
a. Integrass acknowledges that it may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to Client or its affiliated companies or their clients or to third parties to whom Client owes a duty of confidentiality. Any and all non-public information of any form obtained by Integrass or its employees in the performance of this Agreement including, without limitation, the Proprietary Information (together the “Confidential Information”) will be deemed to be confidential and proprietary information. Integrass agrees to hold the Confidential Information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of Services to Client as referred to in the Statement of Work and to advise each of its personnel who may be exposed to the Confidential Information of their obligations to keep such information confidential.
b. Integrass and Client additionally mutually agree that Integrass or Client will not publicize, disclose or allow disclosure of any information about each other, its present or former directors, officers, employees, agents or clients, it’s or their business and financial affairs, personnel matters, operating procedures, organization responsibilities, marketing matters and policies or procedures, with any reporter, author, producer or similar person or entity, or take any other action seeking to publicize or disclose any such information in any way likely to result in such information being made available to the general public in any form, including books, articles or writings of any other kind, as well as film, videotape, audiotape or any other medium.
c. In the event that Integrass receives a request to disclose all or any part of any confidential or proprietary information under a subpoena, or inquiry issued by a court of competent jurisdiction or by a judicial or administrative agency or legislative body or committee, Integrass agrees to (i) immediately notify Client of the existence, terms and circumstances surrounding such request, (ii) consult with Client on the advisability of taking legally available steps to resist or narrow such request and cooperate with Client on any such steps it considers advisable, and (iii) if disclosure of the Confidential Information is required or deemed advisable, exercise its best efforts to obtain an order, stipulation or other reliable assurance acceptable to Client that confidential treatment will be accorded to such portion of the Confidential Information to be disclosed.
Integrass represents and warrants that:
a. Integrass has the right to enter into this Agreement and perform its obligations herein;
b. All personnel that Integrass employs are made aware of the terms of this Agreement and have accordingly assigned their rights to intellectual property, which may be created as a result of the performance or work or Services under this Agreement;
c. Integrass will comply with all applicable laws and regulations including but not limited to Information Technology Act and rules/regulations made thereunder, Export Regulations, Data Protection, Health and Safety, Employee related rules or Misuse of Computers that may be applicable and which may be set forth in the statement of work;
d. Integrass and its personnel have all necessary rights, authorizations, or licenses to provide the Services hereunder and to provide all related materials and services required under this Agreement or any agreement entered into pursuant hereto;
e. Each of Integrass’ personnel assigned to perform Services under any Statement of Work will have the proper skill, training and background and will perform in a competent, workmanlike and professional manner;
f. Each and every Deliverable contemplated by a Statement of Work will be provided in a manner consistent with good commercial practice, will conform to the specifications for same as mutually agreed to in writing by Client and Integrass, will meet the functional, performance and reliability requirements of Client and will comply with such acceptance test and standards established by Client.
g. Its personnel engaged in the provision of the Services will at all times during the term of this Agreement
i. Act diligently, ethically, soberly and honestly.
ii. Not take or use any drug unless prescribed by a medical practitioner or lawfully available without prescription and used in accordance with directions.
iii. Comply with all procedures, rules, regulations, standards of conduct and lawful directions of Client under this Agreement or in respect of use of its premises, equipment, business ethics or methodology, or contact with its staff or customers.
h. That in connection with or in the performance of the obligations under this agreement neither Integrass nor any of its directors, officers, employees, agents or other representatives shall either directly or indirectly make or attempt to make any payment, offer for payment, or offer or promise to make any payment or take or attempt to take or agree to take in currency, property or anything else of value including any commission, payments, share in profits or commission, loans, services to any Government official, third person, customer or potential customer or previous customer, firm, entity, individual, organization of Client or any third Party in seeking or for making a favor in the course of conduct of business, either in violation of applicable law or in violation of Client’s Business Ethics or Integrity Policy or any applicable Statute or Regulation of the United States of America.
Each party will, except to the extent disclaimed in this Agreement, indemnify and hold the other party harmless from and against all costs and expenses, including reasonable attorney’s fees and the reasonable costs of investigation from:
a. Claims for personal injury or property damage to the extent caused by an indemnified party’s negligence in the performance of its obligations under this Agreement
b. Claims for bodily injury to the extent covered by the indemnifying party’s workers’ compensation insurance
c. A breach of the indemnifying party’s obligations under this Agreement
Fees and expenses under this Agreement are stated Exclusive of all applicable taxes including state and local use, service, sales, property and similar taxes (“Taxes”).
9. Term, Termination & Survival
a. Once this Agreement has been executed, Client and Integrass have agreed that either Client or Integrass can terminate it by giving thirty (30) days’ written notice of such termination to the other. Also, Client and Integrass have agreed that either Client or Integrass will have the option to terminate this Agreement immediately if the other materially breaches any of its provisions. Client will remain liable to pay any unpaid charges.
b. In case of cancellation or termination of the Agreement, all Confidential Information, including Proprietary Information, in Integrass’ possession at the time of such cancellation or termination will be immediately assigned and furnished to Client.
c. This Agreement is entered into for a period of one year from the date of execution but gets renewed until and unless it is terminated.
d. Any terms or conditions of this Agreement which by their express terms extend beyond termination or expiration of this Agreement or which by their nature will so extend will survive and continue in full force and effect after any termination or expiration of this Agreement.
Neither Party may assign its rights and/or obligations under this Agreement without the other party’s prior written consent, such consent not to be unreasonably withheld; provided however that Client may assign this Agreement without any consent to any entity that succeeds to all or substantially all of the business or assets or capital stock of Client, whether by sale, merger, reorganization, consolidation or otherwise. Subject to the foregoing, this Agreement inures to the benefit of and is binding upon the permitted successors and assigns of the Parties.
11. Waiver; Section Headings
a. Either party’s failure to insist on strict performance of any term of this Agreement or failure to take advantage of any of its rights with respect to this Agreement will not operate to excuse performance or waive any such right at any future time.
b. The numbered section headings are for reference purposes only and do not have contractual or binding effect.
Except as otherwise provided in this Agreement, whenever notice, demand or other communication will or may be given to either party in connection with this Agreement, it will be in writing and will be sent by certified mail, postage prepaid, return receipt requested or by overnight express carrier with established tracking capability, such as FedEx or UPS, and will be sent to the addresses listed at the top of in the applicable Professional Services Agreement, Work Order, Change Order or other such Agreement executed between the parties (or to such other address or addresses as may be from time to time hereinafter designated by the parties).
13. Severability of Terms
If any provision of this Agreement or any Statement of Work is held invalid or unenforceable by an arbitrator, the remaining provisions of this Agreement or such Statement of Work will not be affected. In such event, the invalid or unenforceable provision will be replaced by a mutually acceptable provision that comes closest to the original intent of the parties or will be modified by the arbitrator to conform to the most expansive permissible reading under the law consistent with the intention of the parties expressed in the unenforceable provision.
14. Governing Law
This Agreement will be governed by and interpreted under the laws of Florida without regard to its conflict of laws principles. The jurisdiction will be Seminole County, Florida.
Integrass will not publicize the existence of this Agreement or any of the Services performed hereunder without Client’s express written consent.
16. Force Majeure
a. In no event will either party be liable to the other for any delay or failure to perform hereunder, which delay or failure to perform is due to causes beyond the control of said party including, but not limited to, acts of God; acts of the public enemy; acts of government, or any State, territory or political division of the government; fires; floods; epidemics; quarantine restrictions; strikes; terrorist actions; and freight embargoes.
b. In every case the delay or failure to perform must be beyond the control and without the fault or negligence of the party claiming excusable delay, and the party claiming excusable delay must promptly notify the other party of such delay.
c. Performance times under this Agreement or under any Statement of Work will be considered extended for a period of time equivalent to the time lost because of any delay which is excusable under this section; provided, however, that if any such delay continues for a period of more than sixty (60) days, the party not claiming excusable delay will have the option of terminating this Agreement or the applicable Statement of Work, upon notice to the party claiming excusable delay.
17. Dispute Resolution
a. All disputes or controversy arising out of, relating to, or concerning any, construction, performance or breach of this Agreement, shall be arbitrated in Seminole County, Florida.
b. Limited discovery will be permitted in connection with the arbitration upon agreement of the parties or upon a showing of need by the party-seeking discovery. All aspects of the arbitration will be confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements.
c. Attorneys’ fees will be borne by the respective parties thereto. The costs of arbitration will be borne equally by the parties. The foregoing notwithstanding, the parties will be free to pursue injunctive relief and restraining orders relating to the parties’ proprietary rights and confidentiality obligations as stated above in the competent Courts. Judgment on any arbitration award may be entered in any court having proper jurisdiction. Each party will promptly pay its share of all arbitration fees and costs (provided that such fees and costs shall be recoverable by the prevailing party as determined by the arbitrator). If a party fails to pay such share promptly upon demand, the arbitrator shall, upon written request by the other party, enter a final and binding decision against the nonpaying party for the full amount of such share, together with an award of attorney’s fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction.
Client and its affiliates or its employees/contractors/subcontractors will not, during the term of this Agreement and for a period of two (2) years thereafter directly or indirectly, solicit, recruit, employ or hire the employees of Integrass without written consent.
The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision contained herein with respect to which an issue of interpretation or construction arises shall not be construed to the detriment of the drafter on the basis that such party or its professional advisor was the drafter.
This Agreement may be executed in several counterparts. Each of the counterparts shall be deemed an original. All of the executed counterparts together shall be deemed one and the same instrument.
21. Rights to Injunctive Relief:
The parties acknowledge that remedies at law may be inadequate hence, that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of any such material breach with reference to confidentiality, non-solicitation.
22. Good faith:
Under this agreement, the actions of the parties shall be deemed as action in good faith (bona fide) unless there is evidence to the contrary.
The contracting parties of this agreement give their consent which is not only free but also legal and voluntary in nature, for the purposes of entering in to this contract.
24. No Representations:
There are no agreements, restrictions, promises, warranties, covenants or undertakings express or implied, relating to the subject matter of this Agreement other than those expressly set forth herein.
25. Entire Agreement
This Agreement is incorporated by reference as part of the Professional Services Agreement, Work Order, Change Order or other such Agreement executed by the parties and together they constitute the final, entire and exclusive agreement among the parties with respect to its subject matter. No modification or waiver of the provisions of this Agreement will be valid unless it is in writing and signed by authorized representatives of the parties. Email communications between the parties will not constitute a valid waiver or modification to this Agreement.