This Master Services Agreement (“Agreement”) governs all services, support, and deliverables provided by the Service Provider to a Client under any signed Statement of Work (“SOW”), Proposal, or Agreement. By executing an SOW, Proposal, or Agreement with the Service Provider, the Client agrees to be bound by the terms and conditions of this Master Services Agreement, which is incorporated by reference into all such documents.

This Agreement applies to the purchase of services (“Services”) and the provision of software licenses, hardware, maintenance, support, and subscription services (“Products”) by the Service Provider to the Client.

Services and Products are delivered pursuant to signed Statements of Work (“SOWs”) or similar agreements. In the event of a conflict between a SOW and this Agreement, the terms of the SOW will control for that specific engagement.

This Agreement is effective as of the date the Client signs any associated SOW, Proposal, or Agreement, and continues until terminated pursuant to its terms.

Either party may terminate this Agreement and any associated SOWs upon ninety (90) days written notice if the other party:

• Fails to perform material obligations and does not cure such failure within thirty (30) days after written notice.
• Breaches any material provision and fails to remedy the breach within thirty (30) days after written notice.
• Suspends or ceases business operations without an approved successor.

Upon termination, the Service Provider will cooperate with the Client to facilitate an orderly transition of services, with the Client responsible for any actual costs incurred.

Fees are invoiced monthly and payable as set forth in the applicable SOW or Agreement. The Service Provider reserves the right to adjust pricing due to changes from third-party vendors or suppliers with at least thirty (30) days advance written notice.

The Service Provider may assign or delegate its rights and obligations under this Agreement to a successor entity. The Client may not assign this Agreement without prior written consent from the Service Provider.

The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship between the Client and the Service Provider.

All applicable taxes, including but not limited to federal, state, and local taxes, shall be added to each invoice unless the Client provides a valid exemption certificate.

During the term of this Agreement and for twelve (12) months thereafter, neither party shall directly or indirectly solicit or hire employees of the other party without prior written consent.

Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement, and to use such information solely for the performance of obligations under this Agreement.

The Service Provider will use commercially reasonable efforts to safeguard the Client’s data. However, the Client acknowledges that no system can be guaranteed to be completely secure and agrees to maintain appropriate backups and data protection measures independent of the Service Provider’s services.

Unless otherwise specified in a SOW, the Client shall own all deliverables created under any SOW. The Service Provider retains ownership of any pre-existing materials, methodologies, or proprietary tools used to deliver Services.

The Service Provider’s liability for any claim arising out of or relating to this Agreement shall be limited to direct damages, not exceeding the amount paid by the Client under the applicable SOW in the six (6) months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of gross negligence or willful misconduct in connection with this Agreement.

The Service Provider shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, natural disasters, or governmental actions.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflict of law principles. Jurisdiction and venue shall lie exclusively in Harris County, Texas.

This Agreement, together with all SOWs, Proposals, and Agreements referencing it, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior discussions, representations, and agreements.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Sections regarding confidentiality, limitation of liability, governing law, and any other provisions which by their nature are intended to survive termination shall survive the expiration or termination of this Agreement.