CoreTactic LLC

MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement" or "MSA") is effective on the date signed and between CoreTactic LLC a Minnesota limited liability company ("Company"), and the undersigned below ("Client").

Services. Client hereby engages the Company to provide the services described on the agreed upon Engagement(s) and any other Engagement(s) entered into by the parties in accordance with this Agreement (the "Services"). Each engagement ("Engagement") shall become a separate binding engagement and shall incorporate the provisions of this Agreement. To the extent there is any inconsistency between this Agreement and any Engagement(s), the provisions of this Agreement shall control unless the Engagement(s) expressly states that the applicable additional or differing terms in the Engagement(s) shall control.
Timing. The Company will use reasonable efforts to meet any project milestones in any Engagement(s) and communicate with the Client regarding the status of the project. Client acknowledges that any such milestones are estimates only, and that the Company's ability to meet those milestones is dependent on the Client promptly responding to requests to provide direction, approvals, and other information that is necessary for the Company to effectively perform the Services.
Fees. Client shall pay the fees set forth on the Engagement(s) (the "Fees") in accordance with the payment terms. Fees are performed on an hourly basis pursuant to the pricing set out in the applicable Engagement(s).
Payment Terms. The Company will invoice Client monthly, unless stated otherwise in any Engagement(s). All invoices will be sent electronically to the Client's assigned billing contact. Client shall pay all invoices net 15 days from the invoice date unless payment terms set forth in the Engagement(s) are different. In the event payments are not received by the Company within 5 days after becoming due, the Company may suspend performance of the Services and/or charge interest on any unpaid and undisputed amounts at 1.5% per month until paid. To the extent permitted by applicable law, Client shall be liable to the Company for all costs of collection, including but not limited to actual reasonable attorney fees, incurred by Company in connection with actions or efforts to collect any balance owed by Client.
Termination. Either party may, for any reason or no reason at all, terminate this Agreement upon a 30-day written notice to the other party. The termination of this Agreement shall not affect the obligations of either party in any Engagement(s) executed prior to the termination date of this Agreement.
Confidentiality. For as long as this Agreement remains in effect and infinitely after its termination, the Company shall not use or disclose any of Client's Confidential Information other than in performing the Services. At Client's request, the Company shall promptly return or destroy all copies of Confidential Information in the Company's possession. The term "Confidential Information" means non-public financial or technical information regarding the Client's business which is disclosed by the Client to the Company, and other information that would reasonably be considered confidential given the nature of the information and the Client's business; provided that Confidential Information does not include information (a) previously known by the Company; (b) independently developed by the Company without reference to or use of the Confidential Information; or (c) already publicly known at the time of disclosure or that subsequently becomes publicly known.
Intellectual Property
1. Client Ownership. Client retains all right, title, and interest in and to all intellectual property owned by Client prior to this Agreement or developed by Client independently of the Services ("Client IP"). This includes, but is not limited to, any pre-existing trademarks, copyrights, trade secrets, patents, proprietary methodologies, software code, applications, business processes, and any derivatives or improvements thereof.
2. Work Product Ownership. Unless otherwise specified in an Engagement, all work product, deliverables, and materials created by Company specifically for Client in the performance of the Services ("Work Product") shall become the exclusive property of Client upon payment of all fees due. Company hereby assigns to Client all right, title, and interest in such Work Product, including all intellectual property rights therein.
3. Company Tools and Methodologies. Notwithstanding the foregoing, Company retains ownership of its pre-existing intellectual property, including proprietary tools, methodologies, processes, know-how, and general business knowledge that Company brings to the engagement ("Company IP"). Client's ownership of Work Product does not include any rights to Company IP, except for a non-exclusive license to use Company IP that is incorporated into the Work Product solely in connection with Client's use of such Work Product.
4. Non-Use and Non-Disclosure. Company agrees that it will not, at any time during or after the term of this Agreement: (i) use any Client IP for any purpose other than performing the Services; (ii) disclose, publish, or disseminate any Client IP to any third party without Client's prior written consent; (iii) reverse engineer, decompile, or attempt to derive the source code or underlying ideas of any Client IP; or (iv) create derivative works based upon Client IP without Client's express written authorization.
5. Third-Party Materials. If any third-party intellectual property is incorporated into the Work Product, Company will obtain all necessary licenses and permissions, or will clearly identify such materials to Client so that Client may obtain appropriate licenses.
6. Remedies for Breach. Client and Company acknowledge that any breach of this Intellectual Property section would cause irreparable harm for which monetary damages would be an inadequate remedy. Therefore, the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies without prejudice to any other rights or remedies it may have at law or in equity.
7. Survival. The provisions of this Intellectual Property section shall survive termination or expiration of this Agreement indefinitely.
Subcontractors and Third-Party Services. The Company may enter into contracts with third parties (companies or individuals) to collaborate with and/or to provide services to Client pursuant to this Agreement ("Subcontractors"). The Company represents and warrants that it will require any Subcontractor to protect the Confidential Information of the Client such that Client's interests are protected by any Subcontractor to the same degree as set out in this Agreement. The Client may be required to agree to and comply with additional terms and conditions required by Subcontractors (i.e., executing an End User License Agreement or EULA when the Subcontractor is a software provider).
Case Studies; Promotional Materials. The Company may incorporate non-confidential information regarding the Services into case studies representative of work performed by the Company. The Company shall obtain Client's prior written consent prior to using the Client's name and logo in connection with the Company's own promotional or marketing materials.
Indemnification. Each Party agrees to defend at its expense, hold harmless and indemnify the other Party, including its officers, directors, and employees, agents and contractors, from and against any judgments, liabilities, claims, demands, expenses, losses or costs (including attorneys' fees) arising in any way from this Agreement, including the sale or use of the Deliverables, whether such claim involves product liability, product related liability, intellectual property infringement, negligence, or otherwise.
Insurance. Throughout the term of this Agreement, the Company shall maintain professional and general liability insurance sufficient to cover any liabilities arising from the Company's indemnification obligations to Client in amounts of at least one million dollars per occurrence ($1,000,000) and one million dollars ($1,000,000) in the aggregate. Upon written request, the Company shall present a certificate of insurance evidencing such coverage to Client. The Client shall, upon the Company's request, add the Company as an additional insured on the Client's general liability insurance policy or policies. This inclusion as an additional insured shall pertain to coverage for liabilities arising out of the Services provided under this Agreement. The Client agrees to provide the Company with a certificate of insurance evidencing the Company's status as an additional insured upon the Company's request. The coverage provided to the Company as an additional insured shall be subject to the terms, conditions, and exclusions of the Client's insurance policy or policies.
Disclaimer of Liability for Third Party Service Providers. The Company hereby disclaims any and all liability for services provided by any third party service providers ("Third Party Service Providers"), including but not limited to those Third Party Service Providers that the Company may suggest or recommend to the Client. The Client acknowledges and agrees that any services provided by Third Party Service Providers are outside the scope of the services provided by the Company under this Agreement, and that any contract or agreement with such Third Party Service Providers is solely between the Client and the Third Party Service Provider. The Client further acknowledges and agrees that it is their sole responsibility to select, engage, and contract with any such Third Party Service Providers. The Company makes no representations or warranties, express or implied, regarding any services provided by Third Party Service Providers, and shall not be liable for any claims, damages, costs, or expenses, including but not limited to attorneys' fees, arising out of or in connection with services provided by any Third Party Service Providers, even if the Company has suggested or recommended such Third Party Service Provider to the Client.
Limitation of Liability
- IN NO EVENT SHALL THE COMPANY OR CLIENT BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
- IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY RECEIVED BY THE COMPANY IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT THIS CAP SHALL NOT APPLY TO LIABILITY RESULTING FROM THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR TO VIOLATION OF CONFIDENTIALITY OR CLAIMS OF INDEMNIFICATION.
Miscellaneous
- Entire Agreement. This Agreement, including all applicable Engagement(s) constitutes the entire agreement of the parties relating to the subject matter of this Agreement and supersedes all other prior oral or written agreements.
- Severability. If any provision of this agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, the rest of the agreement is to remain in effect as written.
- Amendment. This Agreement may only be amended or modified in writing signed by an authorized representative of each party.
- Assignment. Neither party shall assign its rights under this Agreement without the prior written consent of the other party; provided, however, that either party may assign its rights under this Agreement in connection with a sale of its business without the consent of the other party.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, or fiduciary relationship between the parties.
- Subcontractors. The Company may use subcontractors or other third parties (including third-party software and technology providers) in connection with providing the Services; provided, however, that the Company shall remain responsible for the performance of the Services by such third parties.
- Governing Law; Venue. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provisions or rules. Any legal proceeding arising out of or relating to this Agreement shall be instituted in state or federal court located in Hennepin County, Minnesota, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal proceeding.
- Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
- Force Majeure. The Company shall not be liable to Client, nor be deemed to have breached this Agreement, for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond the reasonable control of the Agency.
- Notices. Any notices or other communication under this Agreement shall be sent to the parties at the addresses (and emails) set forth on the signature page, which may be updated by the parties from time to time. Notices as required by this Agreement are to be in writing and are to be delivered, given or otherwise provided: (1) by hand (in which case, it will be effective upon delivery); (2) by electronic mail during regular business hours (in which case, it will be effective when confirmation of receipt from the recipient is received); (3) by U.S. First Class registered or certified mail, postage prepaid, return receipt request (in which case, it will be effective three (3) days after being deposited with the U.S. Postal Service), or (4) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the next business day after being deposited with such courier service), in each case, to the mailing address, or email address.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and together shall constitute a single agreement. Delivery of an executed counterpart of this Agreement by facsimile or email with scan attachment shall be as effective as delivery of a manually executed counterpart of this Agreement.

The parties are signing this Master Services Agreement effective as of the date set forth above in the introductory paragraph.