Updated: Effective February 1, 2025
PLEASE READ CAREFULLY.
By using, continuing to use, and agreeing to services provided by TAZ Networks Inc. (“TAZ Networks”), you (“Client”) accept and agree to be bound by this Master Services Agreement (the “MSA”), as they may be amended from time to time by TAZ Networks. TAZ Networks address is 9434 Maltby Rd. Brighton, MI 48116.
RECITALS
1. TAZ Networks provides various technology outsourcing and consulting services (the “Services”).
2. Client desires to engage TAZ Networks to perform Services from time to time.
3. The parties desire to create a framework in this Master Agreement to apply to all Services provided by TAZ Networks to Client.
NOW THEREFORE, in consideration of the mutual premises and other consideration specified in this Master Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENTS
Section 1. Statements of Work. TAZ Networks shall provide all Services under this Agreement pursuant to a Statement of Work, or other form of Service Order or Quote (each, a “Statement of Work”) in a form agreed upon by the parties and which both parties shall validly execute. Either party may create a Statement of Work and neither party shall be obligated to perform under a Statement of Work until both parties have duly executed it. Any Statement of Work executed pursuant to this Master Agreement shall incorporate and include all the terms and conditions of this Master Agreement. In the event of any conflict between the provisions of a Statement of Work and this Master Agreement, the terms of this Master Agreement shall prevail. Neither party shall be obligated to enter into a Statement of Work under this Master Agreement.
In the event that TAZ Networks provides Equipment for use by Client free of charge during the term of this Agreement, upon the termination of this Agreement for any reason, Client, at Client’s election, may:
1. Purchase the Equipment at the rate of seventy five percent (75%) of its original retail value; or
2. Return, at Client’s cost, the Equipment to TAZ Networks in substantially the same condition as furnished to Client, excepting normal wear and tear, unless the Equipment was altered by TAZ Networks after it was furnished to Client
Section 2. Term. This Master Agreement shall become effective as of the Effective Date and shall remain in full force and effect, unless both parties accept a new Master Services agreement.
Section 3. Payment Terms. Payments shall be made in US dollars. TAZ Networks shall invoice Client weekly for non-recurring services and once monthly for recurring services. Client shall make payment in full of entire invoice according to the terms of the Quote, Service Order or Statement of Work. Recurring services will be invoiced near the 20th of each month for the following month and paid prior to the next monthly invoice. Client shall be responsible for, and shall reimburse TAZ Networks for all sales, use, excise, transfer or other taxes levied or imposed on the Services, excluding franchise or income taxes based on the income or capital of TAZ Networks. Client has 10 days from delivery of invoice to dispute any charges. If no dispute is received an invoice will be considered valid and binding. All past due amounts shall accrue interest until paid at the lesser of (i) eighteen percent (18%) per annum, and (ii) the maximum rate permitted by law. Accounts unpaid after the Due Date may have access or service suspended or terminated. Such suspension or termination shall not relieve Client of Client’s obligation to pay the fee due for Services rendered.
Section 4. Ownership. Client shall own tangible results of Services, including source code and schematics (“Work Product”) but excluding the knowhow and base technology used by TAZ Networks in providing the Services (the “Know-How”). Work Product shall be work for hire made by TAZ Networks for Client. TAZ Networks grants Client a paid up, perpetual non-exclusive license to use, transfer, sublicense or modify the Know-How incorporated into the Work Product. Client shall not use the Know-How separately from the Work Product. All materials and information furnished by Client remains the property of the Client and shall be promptly returned to Client upon expiration or termination of each Statement of Work. TAZ Networks shall take all actions and execute such documents as are necessary to vest in Client ownership of the Work Product and the right to use the Know-How within the Work Product.
Equipment Rental: In such cases where TAZ NETWORKS provides hardware to the client on a rental basis, ownership of said hardware will be specifically defined in the specific Statement of Work for hardware and services.
Section 5. Confidential Information. During the performance of Services under this Master Agreement, TAZ Networks or Client may receive and otherwise be exposed to confidential and proprietary information relating to the business practices, projects, systems and other information of the other party (“Confidential Information”). Confidential Information shall exclude information that is: (i) is already known by the receiving party prior to disclosure by the disclosing party from a source other than the disclosing party, (ii) is in the public domain, (iii) ceases to be confidential through no fault of the receiving party, or (iv) independently developed by the receiving party. Client acknowledges that TAZ Networks will provide solution design and quotes that contain propriety information, which is considered confidential. Client agrees this information will be used for internal use only and if shared with competitors will be considered a material breach of this agreement. Each of TAZ Networks and Client, as recipients of the Confidential Information of the other, shall hold and protect Confidential Information with the same degree of care that it uses with its own confidential and proprietary information. This obligation shall survive the termination of this Master Agreement for a period of one (1) year.
SECTION 6. Non-solicitation. TAZ Networks and Client shall not, directly or indirectly, solicit for employment or hire or use the services of any employee, agent, contractor or consultant of the other party who is or was engaged in any Services or other work performed under this Master Agreement for a period of twelve (12) months from the cessation of the last work performed by TAZ Networks, unless the other party gives its signed written consent. TAZ Networks and Client acknowledge that the other party has employment contracts and/or non-solicitation\non-compete agreements with its employees, and any interference with said contracts would constitute tortious interference with a contractual relationship and a valid legal cause of action would arise. The Parties acknowledge that damages arising from or caused by any breach of this provision would be difficult to determine and would not be susceptible to definite measurement. Both parties accordingly agree that upon a breach or violation of this provision that the other party will be entitled to receive liquidated damages in the amount of 1.5 times the annual salary per incident in addition to injunctive relief.
Section 7. Warranties. TAZ Networks shall perform the Services: (a) in accordance with the performance standards or other specifications set forth in the applicable Statement of Work, and (b) in a good and workmanlike manner in accordance with industry standards. EXCEPT AS SET FORTH IN THIS MASTER AGREEMENT OR IN ANY STATEMENT OF WORK, TAZ NETWORKS MAKES NO WARRANTIES ON THE SERVICES AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 8. Independent Contractor. TAZ Networks is providing the Services to Client as an independent contractor and does not assume responsibility for the business and operations of Client. TAZ Networks and its employees and agents are not employees of Client for any purpose whatsoever.
Section 9. Limitation of Liability, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER THIS MASTER AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSS OF DATA OR USE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO EVENT WILL TAZ NETWORKS’ AGGREGATE LIABILITY HEREUNDER EXCEED THE AMOUNT PAID TO TAZ NETWORKS BY CLIENT OVER THE THREE (3) MONTH PERIOD PRIOR TO THE DATE OF THE EVENT IN WHICH LIABILITY IS CLAIMED.
Section 10. Miscellaneous. This Master Agreement may only be amended in writing by both parties. In the event that any portion of this Master Agreement is found to be null and void, the remainder of this Master Agreement shall remain in full force and effect. This Master Agreement shall be governed by the laws of the State of Michigan. If a dispute arises out of or relates to this Master Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by a neutral mediator agreed to by the parties before resorting to arbitration or litigation. Neither party shall assign this Agreement in whole or in part without the other party’s prior written consent. This Master Agreement shall be binding on and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and assigns. This Master Agreement may be executed in multiple counterparts, which when taken together, shall constitute the same document. Faxed signatures shall be given the same force and effect as original signatures. No waiver of any breach of this Master Agreement or consent hereunder will be deemed to constitute a waiver of any subsequent breach of the same or any other provision or a waiver of further consents. Notices shall be given to the parties at the addresses set forth above opposite their names below unless a party advises the other party in writing of a change in address. The parties acknowledge and agree that this Master Agreement and any exhibits attached hereto together with all Statements of Work constitute the entire understanding of the parties and supersede all prior written and oral communications between the parties.
Section 11. Client’s Duties and Responsibilities. Client’s duties hereunder shall also include, but not being limited to, the following:
1. CLIENT is responsible for buying and maintaining appropriate software licensing, unless otherwise agreed to in subsequent ATTACHMENTS.
2. It is further responsibility of CLIENT to be certain that all daily backups are performed and in good working order, (unless TAZ Networks is specifically contracted to provide this service and agrees in the form of an ATTACHMENT to take primary responsibility for this specific task). In ANY case TAZ Networks cannot be responsible for the loss of data or for data integrity for any reason. If CLIENT has concerns about the performance of its backup systems, TAZ Networks must be immediately advised in writing.