THE LILLIS TECHNOLOGY GROUP - Master Services Agreement ("MSA")

 

This Services Agreement (the “Agreement”) sets forth terms under which The Lillis Technology Group a Connecticut corporation (“Company”) shall provide services to the Client (the “Client”). This Agreement is effective as of the date of signing (“Effective Date”).

 

1. Services. Company shall provide (“Services”) to the Client as described in one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall promptly perform Services and have the final design or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. The Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

 

2. Contract Price. For the performance of the Services and rendering the Deliverable, Client shall pay to Company all fees due under the applicable SOW.

 

3. Dates of Performance. The Company will begin performing services upon receipt of a fully executed SOW Agreement. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date.

 

4. Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW is executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW.

 

5. Termination. The Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Any amount due for services performed by Company will be billed to Client and Client shall promptly pay. Upon settlement of funds due to Company, all Client provided materials will be returned to Client and all Client use rights in the work in process as described in Section 8 will be transferred to Client.

 

6. Payment of Services.  In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth in the SOW. The Company will submit monthly invoices to Client for services rendered monthly and Client shall promptly pay Net 30. The Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.

 

7. Representations and Warranties.

7.1 Company’s Representation: Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.2 Client’s Representation: Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.

7.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

8. Ownership of Deliverables. “Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world. To the fullest extent permitted by law, Company retains ownership in all Intellectual Property rights of the Deliverable. Further, Company retains all ownership and Intellectual Property Rights to the raw video footage, music, images, and other components comprising the Deliverable for its future use. Upon full payment of the deliverable, Company grants Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the Deliverable. Client shall retain sole ownership of all Intellectual Property Rights in connection with any original material it provides to Company for use within the Deliverable. If termination occurs under Section 6, Company shall retain ownership in all Intellectual Property Rights and to the raw video footage, music, images, and other components comprising the work in process up to the date of termination. After a termination under Section 6 and upon full payment for the work in process, Company will grant Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the work in process. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverable, work in process, or the music, images, and other components that comprise the Deliverable or work in process.

 

9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.

 

10. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER.

 

11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.

 

12. General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.

 

13. Non-solicitation During the Term hereof and for one (1) year thereafter, neither party shall solicit for employment nor employ, either directly or indirectly (whether as an employee, independent contractor, consultant or otherwise), any employee or independent contractor of the other.

 

14. Force Majeure Neither party will be liable for delays in performance due to circumstances reasonably beyond their reasonable control. Such acts include, but are not limited to, Acts of God, strikes, lock-outs, riots, acts of war, epidemics, governmental regulations imposed upon the Parties after the date hereof, telecommunication line failures, power surges or similar failures, earthquakes or other disasters. Upon the occurrence of such event of Force Majeure, the affected party will immediately give Notice to the other party with relevant details, and will keep the other party informed of related developments.

 

15. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of The State of Connecticut and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Hartford, CT, and each party irrevocably submits to the jurisdiction and venue of such courts.

 

16. Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.

17. These Terms are subject to change and are effective upon LTG posting the updated Terms to its website (MSA | LillisTech).