Master Service Agreement

Last updated Oct 06, 2021

This Managed Services Agreement (“MSA”) governs any previously executed and active ordering documents and any future ordering documents executed by the customer identified in the applicable ordering document (“Customer”) and the LegalyTech service identified in that ordering document (“LegalyTech”). This MSA, the applicable ordering document, and any other incorporated terms comprise the complete understanding between the parties on the subject matter (“Agreement”). This MSA supersedes any previously executed MSA or other master agreement(s) entered into by the parties which pertain to the Services (defined below).

LegalyTech is a managed service provider and will provide services related to the Customer. LegalyTech will provide such professional services as the parties may agree, now and pursuant to future Service Level Agreements. The parties agree that LegalyTech will assign individuals (“Resources”) to perform customer-requested services within the scope agreed and pricing outlined of respective Service Level Agreements (“SLA”) attached hereto. Therefore, in consideration of the commitments set forth below, the adequacy of which consideration the Parties hereby acknowledge and agree as follows.

PROFESSIONAL MANAGED SERVICES

Provision of Professional Managed Services. LegalyTech shall provide the services set forth in the Service Level Agreement (“SLA”), and the Customer shall provide any assistance and cooperation necessary to facilitate said Services.
Personnel Selection. LegalyTech will use its proprietary personnel selection and management technology system (the “LegalyTech System”) to recruit or engage, interview, select, hire, train and assign Resources to the Customer, to provide the services, as required by the Customer (“Customer Requested Services”).
Labour Law Compliance. In connection with the performance of this Agreement, LegalyTech will comply with all applicable laws, regulations and orders, including, but not limited to, equal opportunity employment laws and regulations, the Fair Labor Standards Act, the Immigration Reform and Control Act, and criminal history record check laws.
Service Warranty. LegalyTech warrants and represents that Resources will perform Customer Requested Services in a professional manner. Additionally, in the event the primary Resource(s) is unavailable, LegalyTech will provide contingency Resource(s).
Office Hours. LegalyTech services shall be available Monday to Friday between the hours of 8:00 AM and 5:00 PM, with the exclusion of official nationwide holidays unless specially requested by Customer.
Software Licenses. Unless Customer requires to utilize its own internal software to provide the services described herein, LegalyTech will maintain all licenses, permits and other permissions necessary to provide the SaaS Services
Assigned Resources. Assigned resources shall not be eligible for tenure with the Customer or be entitled to participate in any of the Customer's employee compensation schemes and benefit plans.

CUSTOMER RESPONSIBILITIES

Customer Supervision. The Customer Requested Services to be performed by Resources provided by LegalyTech will be performed under the direction, supervision, and control of the Customer. Customer agrees to provide LegalyTech with detailed information about the assigned duties of the Resources.
Scope of Duties. Customer agrees to use the Resources only in the capacity for which the Customer has requested.
Information Briefing. The customer will provide LegalyTech with all necessary information, and provide adequate instructions, assistance, supervision and time for the Resources to perform the Customer Requested Services. The customer agrees to use the Resources only in the capacity for which the Customer has requested.
Customer Controlled Records. All records concerning Customer's data to which Resources have access while assigned to Customer shall be owned by Customer to the extent permitted by law. The customer shall have appropriate written internal control procedures for ensuring the confidentiality of all Customers’ data and appropriately limiting Resources' access to such data.
Customer Disclosure. The customer represents that it has disclosed to LegalyTech all screening requirements that Customer would use for the positions covered by this Agreement as if the Customer were directly employing individuals in such positions.

PAYMENT OF SERVICES

Fees. All fees are due and payable upon contract execution. Please see fees for the period January 2022 to December 2022.
Invoices. Invoices will be issued upon execution of this agreement and the attached Service Level Agreement and shall be due prior to the start.
Annual increase. All fees shall be subject to an increase of four percent (4%) upon completion of each 12-month service cycle.
Invoice disputes. Customer shall notify LegalyTech in writing of any invoice dispute (along with substantiating documentation) within seven (7) business days from the receipt of such invoice. The Customer will be deemed to have accepted all invoices for which LegalyTech does not receive notification of dispute within seven (7) business days and shall pay all undisputed amounts due under such invoices by the due date. The parties shall seek to resolve all such disputes expeditiously and in good faith.
Late fee penalty. Late payment of undisputed invoice amounts not paid in full within seven (7) days of receipt, will result in accrual of interest to Customer account, at 1.6% per month for the unpaid amount. Late fees will be payable from the due date of the invoice to the date payment is received. Additionally, the Customer agrees to pay all reasonable attorney fees and other fees or costs if the account is placed with an attorney for collection.
Notice of Suspension of Service for unpaid fees. Seven (7) days of such written notice, then LegalyTech will promptly withdraw all resources, immediately cease Customer Requested Services and seek alternative options to recover outstanding payments, including all available remedies at law. For clarity, the parties agree that the Customer’s dispute of an invoice shall be resolved as described above in (Section 3, Sub-section 3.3) Invoice Disputes, and shall not relieve the Customer of its obligations to pay undisputed amounts invoiced in accordance with these terms of the Agreement.
Waiver of counterclaims. Customer waives the right to interpose any claims, deductions, setoffs or counterclaims of any nature in any dispute with respect to the Agreement. Any claims, deductions, setoffs or counterclaims must be brought as a separate action subject to the choice of law, forum selection and jurisdictional waiver provisions of this agreement.
Customer authorization. Customer will make payment in accordance with each SLA by ACH or Credit Card to an account designated by LegalyTech. The customer must have a signed EFT or CC authorization form as attached hereto. The signed form must be submitted before any LegalyTech Resource(s) may be assigned. Customer will authorize payment no pursuant to Clause 3.2 above. Failure to initiate payment by the specified date and time will cause LegalyTech to temporarily suspend all Resources until such time that payment details are rectified.
Retainer. In respect of each authorization for customer requested services, whereas customer elects to utilize ACH or Credit Card as payment methods of choice, LegalyTech shall not require a Retainer. The Retainer is not a substitute for Customer’s timely bi-weekly payment of fees and out of pocket expenses, as defined in the fee payment clause. Whereas an alternative to ACH or Credit Card is requested, Customer is thereby obligated to pay LegalyTech a Retainer equivalent to (1) one month’s service fee, due as such time prior to the performance of Customer Requested Services, in respect to the applicable Authorisation of work as outlined in the attached Service Level Agreement. At the completion or earlier termination of the work in respect of the applicable authorization, without further authorization from Customer, LegalyTech may apply the retainer to any unpaid fees, out of pocket expenses and other charges due to LegalyTech. Any amount of the Retainer that is not required to pay LegalyTech's fees, out of pocket expenses or other charges will be refunded to the Customer at such time.

CONFIDENTIAL INFORMATION

Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data; LegalyTech’s Confidential Information includes the Documentation provided in connection with the Services, and Confidential Information of each party includes the terms and conditions of this Agreement and all Client Services Registration Addendums, as well as goal setting plans, technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information of a Disclosing Party does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation owed to the Disclosing Party (iv) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party or (v) is required to be disclosed pursuant to any law, regulation, court order, or any competent authority. Without limiting the generality of the foregoing, the terms of this Agreement, personal data, and all proprietary and intellectual information exchanged by parties are Confidential Information.
Protection of Confidential Information. The receiving party shall use at least the same degree of care as it uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to prevent (a) use of the disclosing party’s Confidential Information for any purpose other than to carry out the terms of this Agreement, and (b) disclosure of such Confidential Information to any person or party other than those who need to know such Confidential Information to carry out the terms of this Agreement and who are bound by written confidentiality agreements, with terms no less restrictive than those included in this Agreement. This Agreement may be disclosed in confidence to legal counsel or other professional advisors with a need to know in the context of a merger, financing or similar transaction or for securities or other regulatory filings. Each party acknowledges that unauthorized disclosure of the other party’s Confidential Information would cause irreparable harm to the other party, and would entitle the other party to seek injunctive relief upon disclosure or threatened disclosure, without a requirement to prove irreparable harm or the posting of a bond.
Nondisclosure. Neither party shall use Confidential Information for any purpose other than to facilitate the Services (the “Purpose”). Both parties shall (a) not disclose Confidential Information to any respective employee or contractor unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with such disclosing party with terms no less restrictive than those of this Article 4, subsection 4.3; and (b) shall not disclose Confidential Information to any other third party without the other party’s prior written consent. Without limiting the generality of the foregoing, The receiving party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature and importance, but with no less than reasonable care. The receiving party shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information that comes to such receiving party's attention.
Injunction. Customer agrees that breach of this Article 4 would cause LegalyTech irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, LegalyTech will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

INTELLECTUAL PROPERTY (IP) & ASSIGNMENT

Customer retains all right, title and interest in the Existing Customer Solution and any other Customer property utilized in the provision of the Services, including but not limited to the Customer Data. LegalyTech is hereby granted a limited license to use the Existing Customer data, software tools and/or solution(s), where relevant, in the provision of the Services.
1. LegalyTech warrants that in respect of works of authorship, designs, inventions, improvements, technology, developments, discoveries, and trade secrets conceived, made, or discovered by the Resources in the course of the performance of Customer Requested Services (“New Information”) shall agree to the following in its agreement with LegalyTech:
  1. LegalyTech will assign all intellectual property rights and new information to the Customer;
  2. If in the course of performing the Customer Requested Services, a Resource incorporates into any New Information on any work of authorship, invention, improvement, or proprietary information, or other materials owned by the Resource or in which the Resource has an interest, Resource will grant to such customer a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to reproduce, manufacture, modify, distribute, use, import, and otherwise exploit the material as part of or in connection with the New Information;
  3. Resources will execute all applications, specifications, oaths, assignments, and other instruments that Customer deems necessary in order to apply for and obtain the customer’s rights and in order to assign and convey to Customer, its successors, assigns, and nominees the sole and exclusive right, title, and interest in and to any New Information;
  4. If a Resource’s unavailability or any other factor prevents Customer from pursuing or applying for any application for any United States or foreign registrations or applications covering the New Information and related intellectual property rights assigned to Customer, then the Resource at the time of her/his agreement with the Customer irrevocably designate and appoint Customer as to the Resource’s agent and attorney in fact. Accordingly, the Customer may act for and on Resource’s behalf and stead to execute and file any applications and to do all other lawfully permitted acts to further the prosecution and issuance of the registrations and applications with the same legal force and effect as if executed by the applicable Resource.

REPRESENTATIONS AND WARRANTIES

LegalyTech. LegalyTech represents and warrants that: (a) that all Services will be performed in a professional and workmanlike manner; and (b) that the Deliverables will conform to their specifications set forth in the applicable SLA.
Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
Warranty Disclaimers. Except as set forth above in this Article 6, THE CUSTOMER REQUESTED SERVICES PROVIDED BY LegalyTech AND THE LegalyTech SYSTEM ARE PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LegalyTech MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE CUSTOMER REQUESTED SERVICES PROVIDED OR OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATION CONTENT, AND SYSTEM INTEGRATION, IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTIES AGAINST INTERFERENCE WITH END USER’S ENJOYMENT OF SUCH CUSTOMER REQUESTED SERVICES. FURTHERMORE, NOTWITHSTANDING ANYTHING STATED ELSEWHERE IN THIS AGREEMENT, LegalyTech SHALL NOT BE RESPONSIBLE FOR ANY BREACH (INCLUDING BREACH OF WARRANTY) ARISING OUT OF OR UNDER THIS AGREEMENT, WHERE SUCH BREACH IS CAUSED DUE TO ANY ACT OR OMISSION OF A RESOURCE ACTING UPON AN INSTRUCTION, DIRECTION OR SPECIFICATION OF THE CUSTOMER.

Customer Warranties. Customer represents, warrants and covenants that (i) all Customer Data provided hereunder has been collected and provided by or on behalf of Customer in accordance with all applicable laws, rules and regulations; (ii) it owns all rights, title and interest in and to the Customer Data, or that Customer has otherwise secured all necessary rights in the Customer Data as may be necessary to permit the access, use and distribution thereof as contemplated by this Agreement; (iii) it will not provide LegalyTech with any Customer Data that is personally identifying information subject to specialised security regimes, including without limitation the General Data Protection Regulation (“GDPR”), CAN-SPAM Act (15 US Code 7704), The Telephone Consumer Protection Act (TCPA), The Federal Trade Commission Act (15 US. Code 41 et seq) Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).

INDEMNIFICATION

Indemnification by LegalyTech. LegalyTech shall defend and indemnify Customer and Customer’s Associates (as defined below in Section 7.1) against any “Indemnified Claim,” meaning any third party claim, suit or proceeding arising out of, relating to, or alleging: (a) direct infringement of any patent, copyright, trade secret, or other intellectual property rights by any Deliverable; or (b) any loss of or damage to real or tangible personal property, caused by the act or omission of LegalyTech or of any of its agents, subcontractors, or employees.
1. LegalyTech’s obligations set forth in this Subsection 7.1 above do not apply to the extent that an Indemnified Claim arises out of (i) Customer’s breach of this Agreement; (ii) revisions to the Deliverable made by Customer without LegalyTech’s written consent; (iii) Customer’s failure to incorporate updates or upgrades that would have avoided the alleged infringement, provided LegalyTech offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (iv) LegalyTech’s design or modification of the Deliverable in compliance with specifications provided by Customer; or (v) use of the Deliverable in combination with hardware or software not provided by LegalyTech, unless (A) the SLA, or other documentation provided by LegalyTech or agreed between the parties, (collectively, “Documentation”) refers to a combination with such hardware or software, without directing the user not to perform such a combination, or (B) such combination achieves functionality described in the Documentation (and the Documentation does not direct the user not to perform such combination). (vi) Customer's failure to comply with its obligations under Article 3 (Customer Responsibilities); (vii) Any fraud, gross negligence or willful misconduct of Customer or its directors, officers or employees in performing Customer’s responsibilities hereunder; or (viii) any act or omission of the Resources when acting upon any instruction, direction or specification of the Customer. In the event of an Indemnified Claim pursuant to this Section 7.1 above, LegalyTech may request that Customer cease all use of the Deliverable at issue, and if Customer does not comply, LegalyTech will have no obligations related to the Indemnified Claim corresponding to Customer’s use of the Deliverable starting 15 days after LegalyTech’s request.

Indemnification By Customer. To the extent permitted by law, the Customer will indemnify, defend and hold harmless LegalyTech and its directors, officers, employees and agents from and against all Claims and Damages imposed upon or incurred by LegalyTech. Customer shall indemnify and defend LegalyTech and LegalyTech’s Associates against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to (a) Customer's alleged or actual use of, misuse of, or failure to use a Deliverable; or (b) any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified Claims listed in Subsection 7.2, without limitation: (i) claims by or Customer’s employees, contractors, or other users (collectively, “Users”); and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information. Indemnified Claims listed above in Section 7.2 do not include any claim that would constitute an Indemnified Claim pursuant to Section 7.1 above.

LIMITATION OF LIABILITY

Dollar Cap. EXCEPT FOR LIABILITY ARISING OUT OF SECTIONS 7 (INDEMNIFICATION), OR 5 (CONFIDENTIALITY) AS WELL AS ANY CLAIMS RELATED TO CUSTOMER’S OBLIGATION TO PAY FOR SERVICES, THE AGGREGATE LIABILITY OF LegalyTech TO CUSTOMER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO LegalyTech IN THE TWO MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
Exclusion of Consequential Damages. IN NO EVENT WILL LegalyTech BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. PROVIDED THAT INDEMNIFICATION AGAINST THIRD-PARTY CLAIMS PURSUANT TO SECTION 7.1 ABOVE SHALL NOT BE RESTRICTED BY THIS EXCLUSION.
Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 8 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT SERVICE LIABILITY, OR OTHERWISE; (c) EVEN IF LegalyTech IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 6, LegalyTech’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, LegalyTech’s liability limits and other rights set forth in this Article 8.6 apply likewise to LegalyTech’s affiliates, licensors, suppliers, advertisers, agents, partners, sponsors, directors, and officers, employees, consultants, and other representatives.
Exclusions. This Article 8 does not apply to (a) claims pursuant to Article 5 (Confidential Information) Article 5 (Intellectual Property (IP) & Assignment), or Article 7 (Indemnification) of this Agreement; or (b) claims for attorneys’ fees or other litigation costs Customer becomes entitled to recover as a prevailing party in any action.

TERM, RENEWAL & TERMINATION

Duration of this Agreement. The term of this Agreement shall be for a period of one (1) year, commencing on the effective date.
Auto-Renewal. This agreement shall be subject to automatic renewal for successive one (1) year periods unless written notice of termination is provided by the party terminating the Agreement no less than sixty (60) days prior to the commencement of the next term.
Renewal on new Terms. If this agreement automatically renews, pursuant to Clause 9, Section 9.2 above, the parties shall enter a new agreement on the terms and conditions of LegalyTech's then-current Master Service Agreement.
Amendment. This Agreement may be amended or modified only by a written instrument signed by the respective and duly authorized representatives of the parties.
Termination for breach. Either party may immediately terminate this Agreement and all Service Level Agreements for material breach of the terms and conditions of this Agreement by the other party if such breach is not rectified within 10 days after receipt of written notice thereof (including details sufficient to identify the material breach)
Termination for non-payment. In the event of non-payment of fees owed to LegalyTech by Customer, LegalyTech will provide written notice pursuant to Section 3, 3.5 (Notice of Suspension of Service for unpaid invoices). Any such party will have the right to make a payment to LegalyTech to cure such delinquency. If the past due payments on the invoice(s) are not received in full within twenty (20) days of the date payment is due, then LegalyTech reserves the right to terminate this agreement upon written notice to the Customer, subject to these terms.
Termination for cause by either party. Without prejudice to the provisions of Clause 9, Sub-Section 9.6 above, (Termination for non-payment), either party may terminate this agreement, upon written notice to the other party:
1. if the other party breaches the NDA and fails to cure such breach within thirty 30 days
2. with immediate effect upon the other party making an assignment for the benefit of creditors.
3. with immediate effect upon notice that the other party becomes insolvent, bankrupt, or enters receivership, dissolution or liquidation.
4. if the other party breaches any other provision of this agreement and fails to cure such breach within 30 days after receipt by the breaching party of written notice from the non-breaching party describing such breach.
Payment for Services upon Termination. This Agreement shall be terminable at the option of LegalyTech if any cause of default or breach provided herein exists on the part of the Customer. Upon termination for cause Customer will pay all unpaid fees for any period of the Service Duration, including the remainder of the Subscription Duration following termination, for all Subscription Services to which Customer subscribed under the Service Level Agreement(s) being terminated, and for any Professional Services provided up to the date of termination, and the Customer shall not be entitled to any refund or prorated invoice. Termination shall not relieve the Customer’s obligation to pay all undisputed charges accrued before the effective date of termination.
Early Termination Fees. Pursuant to Section 3 (Payment for Services), Customer shall be billed based on the monthly frequency set forth herein and at the price described in the Service Level Agreement (“The SLA”) attached hereto. The SLA shall describe the fee structure of the billables and any special provisions therein. If for any reason (other than as set forth in this Section 9), this Agreement is terminated prior to the end of the then-current term (the month) and in view of customers willingness to terminate this Agreement without cause or fault of LegalyTech, then Customer would be subject to pay all outstanding fees for any such month and the Customer shall not be entitled to prorated invoices on this basis. To compensate LegalyTech for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, the client covenants to strictly comply with this provision.
Consequences of termination. Immediately upon termination and with written notice, each party shall destroy or return to the other party any and all Confidential Information received from the other party; If only one or more Service Level Agreements are terminated but the MSA and other Service Level Agreements remain in effect, the foregoing shall only apply with respect to the Services purchased under the Service Level Agreement to be terminated.
Effect of Termination. Each party’s further rights and obligations shall cease immediately upon termination, but termination shall not affect a party’s accrued rights and obligations at the date of termination and the provisions of clauses, sections and subsections titled “Payment of Services” (to the extent any payment obligations remain outstanding), “Refund or Payment upon Termination,” “Data Portability and Deletion,” “Disclaimers,” “Confidential Information,” “Proprietary Rights,” “Mutual Indemnification,” “Limitation of Liability” and “General Provisions” will survive any termination or expiration of this Agreement.
Notice of Termination. The right of a party to terminate the contract is exercised by notice to the other party. The party proposing to terminate this Agreement for Cause or Good Reason, as the case may be, under this Section 9, shall give written notice to the other, specifying the reason therefore, with particularity. Acceptable notice under this Section 9, may be sent as a signed PDF document via email to info@LegalyTech.com or mailed via courier and/ or U.S. mail.

MISCELLANEOUS

Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.
Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no LegalyTech employee or contractor is or will be considered an employee of the Customer.
Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other governmental action; or any other cause and causes beyond the performing party’s reasonable control.
Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally or internationally recognised courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail, specified for LegalyTech (legal@legalytech.io and customer email as provided on the ordering document attached hereto), to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
Receipt of Notice. A notice given under this agreement will be effective upon the other party's receipt of it, or if mailed, the earliest of the other party's receipt of it and the fifth (5th) business days after mailing it.
Non-Solicitation. Both parties undertake that each will not for a period of two years from the termination of this Agreement entice away or endeavor to entice away from the other party any contractor or work resource of such other party. Each party acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of the other party. If the Customer does hire any such Resource within such two (2) year periods Customer shall pay to LegalyTech a finder’s fee equal to three hundred percent (300%) of the solicited person’s gross annual base contract.
Governing Law. This Agreement, and any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, will be construed in accordance with and governed by the laws of the State of Wyoming, USA without regard to the conflicts of law provisions of any jurisdiction that would result in the application of the laws of another jurisdiction. Any action or suit related to this Agreement shall be subject to the exclusive jurisdiction of the courts in Miami, Florida. For clarity, this Agreement is not governed by the 1980 United Nations Convention on Contracts for the International Sales of Goods nor the Uniform Computer Information Transactions Act, as adopted in any jurisdiction.
Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfil its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Entirety. Entirety. This Agreement, along with the attached ACH/EFT or Credit Card Form, the Service Level Agreement, Data Protection Addendum is the entire understanding and agreement between the parties with respect to the subject matter covered, and all prior agreements, understandings, covenants, promises, warranties and representations, oral or written, express or implied, not incorporated in this Agreement are superseded. This Agreement may not be amended or supplemented in any way except in writing, dated and signed by authorised representatives of both parties. The Sections 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20 will survive termination or expiration of this Agreement.