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Master Service Agreement ESignature Confirmation
This Agreement states the terms and conditions by which Signet Interactive, LLC (herein referred to as "SI") will deliver and Customer (as identified in the Scope of Work executed by both parties) will receive any or all of the services provided by SI, including hosting, bandwidth, managed services, design and development services, professional/support services and content delivery. Each Scope of Work(with exhibits attached as applicable) submitted, accepted and executed by both parties is hereby incorporated by reference hereto and is a part of this Agreement. This Agreement is intended to cover any and all Services ordered by Customer and agreed to and provided by SI. Capitalized terms shall have the meanings assigned to them herein or as defined in Section 10.
By submitting an Scope of Work, Customer agrees to take and pay for all (i) Service(s) during the Initial Term and any Renewal Term, as applicable; and (ii) certain limited services and equipment needed by Customer on a "one-off", "change request," or on an emergency basis (collectively, "Supplemental Services"), upon written notice when reasonably possible, where such services are not included within the scope of the Services as described in the applicable Scope of Work. Customer agrees to pay SI all fees as charged by SI for such Supplemental Services upon written notice when reasonably possible, and hereby authorizes SI to perform such services on its behalf on a case by case basis, as requested by Customer. SI makes no warranties of any kind, expressed or implied, for the services provided including but not limited to search engine rankings, revenues, or Customer's corporate image. ALL SUPPLEMENTAL SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND EXCLUDE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED in accordance with SI's current policies and prices.
(a) Term. The initial term of this Agreement will commence on the effective date of the Scope of Work and for one year thereafter. Each individual Service Term shall be defined in the applicable Scope of Work and will commence on the dates listed therein.
(b) Renewal Term(s). Upon expiration of the Initial Term, the term shall be extended automatically for a period of one year ("Renewal Term"), unless either party gives the other thirty (30) days' written notice of a termination prior to the expiration of the applicable Term. The termination of any Service will not affect Customer's obligations to pay for such Service(s) pursuant to the obligations of each Scope of Work or Order Form.
(c) This Agreement may be terminated by either party upon giving thirty (30) days' prior written notice of termination. Any and all payment obligations of Customer under this Agreement for Service(s) provided through the date of termination will immediately become due, and Customer shall be required to prepay for any portion of the Services that have not been satisfied by payment in full.
Customer will pay all fees due according to the pricing and terms listed in the applicable Scope of Work and any other fees incurred by Customer related to: Supplemental Services; Professional Services; and reinstatement of service fees and/or fees for switching or upgrading SI services, third-party services, servers or access. All such fees shall be paid in accordance with the current SI pricing and policies pursuant to this Agreement.
If the Customer has any objection to the form of the invoice or the substantiating documentation, within fifteen (15) days of its receipt, the Customer shall notify SI of the nature of the objection. Failure by the Customer to act within fifteen (15) days will only result in the date specified in Section 3.3 of the clause to apply for the sole purpose of calculating interest on overdue accounts. SI may limit and/or restrict customer's access to the website and the materials contemplated to be created by SI herein for lack of payment. Additionally, SI must provide Customer advanced written notice of any delinquency and/or arrearage owed, if any, and SI shall provide Customer a 10 (10) day right to cure any such delinquency.
On the Service Commencement Date for each Service, Customer will be billed (the "Initial Bill") in an amount equal to: (i) all non-recurring charges indicated in the Scope of Work or Order Form(s) and (ii) the monthly recurring charges for the first month of the term prorated for the number of calendar days remaining in such month. Subsequent monthly billing will occur on the first day of each calendar month of the Service Term. Monthly recurring charges for all months will be billed (the "Recurring Bill") in advance of the applicable Services. All other charges for Services received and expenses incurred for Supplemental or Professional Services during a month (e.g., development, travel, or change fees) will either be billed immediately, or at the end of the month in which the Services were provided. Payment for all fees is due upon receipt of each SI invoice. All payments will be made in U.S. Dollars. Notwithstanding anything to the contrary in this Agreement, SI expressly reserves the right to alter, change or amend its billing practices upon advanced, written notice to Customer, in SI's sole discretion, including but not limited to the date on which such billing will occur, and the types of charges that will be included in such bills. Customers who have an unpaid balance due to SI for a current or previous Scopes of Work, Media, or Order Forms may be blocked from ordering future services until such payment to satisfied owed balance is made.
Any payment not received within fifteen (15) days of the invoice date of the Initial Bill and thirty (30) days of the invoice date of a Recurring Bill (respectively, a "Payment Default") will accrue interest at one and one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. Customer also shall pay to SI all expenses incurred by SI in exercising any of its rights under this Agreement, or applicable law with respect to a Payment Default or other breach by Customer, including but not limited to reasonable attorneys' fees and any fees generated as a result of collection efforts engaged by SI. SI shall be allowed to limit and/or restrict Customer's access and use to its website, code, data, or the materials created in connection with this agreement for non-payment until such time that payment has been rectified. SI reserve the right to report Customer's unpaid balance to credit reporting agencies.
Customer will be responsible for, and will pay in full, all sales tax and similar fees now in force or enacted in the future that could be imposed on the transaction and/or the delivery of Services.
If Customer terminates services before the end of the Initial Term of service as defined in the applicable Scope of Work duly executed by the parties, Customer shall be responsible to pay to SI for the Total of Payments of the full amount of the fees outlined in the Scope of Work less fees already paid through the Initial Term, plus the calculated fees for the Termination Period outlined in the Scope of Work or Order Form. If Customer terminates services before the end of the Initial Term of service and does not satisfy the payment terms of the agreement, Customer forfeits any ownership, rights to, or usage of the work product developed by SI under the Scope of Work or Order Forms, including but not limited to its website, media, content, social media content, social media platforms, credentials, profiles, code, data, or the materials created or services required to fulfill the obligations of this agreement in connection with the services provided under this agreement. SI may limit and/or restrict Customer's access to and use of its website, media, content, social media content, social media platforms, credentials, profiles, code, data, or the materials created or services required to fulfill the obligations of this agreement in connection with the services provided under this agreement for non-payment until such time that payment has been remedied to the satisfaction of SI.
SI does not generates or send the Customer invoices for the monthly service fee unless specifically requested by the Customer. Customer may request invoicing at anytime via their account representative or directly through accounting. Payment for service is due on the anniversary date of the executed Scope of Work or Order Form or as mutually agreed to by the parties. The customer is responsible to pay any payments and fees by due date. Notwithstanding invoices which have been formally disputed by the Customers, the following outlines the Escalation Action for Non-Payment by the Customer:
Deliverables-Based Retainer Service Customers:
SI will not be responsible for any damages Customer's business may suffer resulting from non-payment.
All downsizing requests shall become effective when approved by SI Executives. A downsize fee of 25% of the difference between the cost of the original Scope of Work cost and the cost of the revised downsize Scope of Work will be charged on any downsize requested by the Customer and approved by SI Executives. The above downsizing fee(s) shall be in addition to the actual cost of the revised downsize Scope of Work.
All text, graphics, video, audio, programming, algorithms, scripts, research and development work; run-time libraries; system documentation; software-related documentation; system configurations; hardware design; firmware design; construction, layout, and applets, inventions, improvements, works, discoveries, data, programs, written, or electronically stored materials or ideas made, generated, written, conceived, or originated by SI or others, or on behalf of SI, or performed in connection with the services or obligations to be performed under this agreement or received by SI in the scope of performing services under this agreement or otherwise (including, but not limited to, any computer software and hardware, computer source code, computer object code, technology, information, documents, files and other materials, including all intellectual property and proprietary rights developed in connection with the Services, know how, techniques, methodologies or processes) (collectively referred to as "Developments") will be of original development by SI and are to be considered works made for hire as that term is defined in §101 of the Copyright Act (17 U.S.C.A §101) and shall be the sole and exclusive property of Customer, without any further consideration paid to SI providing that compensation for such works has been satisfied by the Customer to SI. All rights of SI or with respect to all patents, patent applications, designs and copyrights, trademarks, trade names, and other proprietary rights relating to the same are by this agreement now assigned to Customer. SI agrees to promptly disclose in writing each such Development and all such rights and give all reasonable assistance to enable Customer to prepare, file and prosecute any United States or foreign application for all types of patents, and design trademark or copyright registrations that Customer deems appropriate, and SI will execute all appropriate documents and assignments for such. Customer shall have the sole right to determine the treatment of information received from SI, including but limited to the right to keep the same as a trade secret, to use, disclose, and publish the same without prior patent application or copyright registration and to file the same in its own name or the name of an affiliate or to follow any other procedure which Customer may deem appropriate. SI agrees to hold all Developments confidential in accordance with Section 8 of this agreement.
Except for material that SI Develops for the Customer, SI does no claim ownership of any Content that is transmitted, stored, or processed via Customer's third-party account(s). To the extent that any material produced under this agreement may not be considered works made for hire, or to the extent that the first paragraph of this section is declared invalid either in substance or purpose, in whole or in part, SI agrees to irrevocably transfer, grant, convey, assign, and relinquish exclusively to Customer all of the SI's right, title, and interest, including ownership of copyright and patent rights, to any material developed by SI under this agreement, without the necessity of further consideration.
No rights or licenses, expressed or implied, in any Developments or other Confidential Information or other information is granted to SI by this agreement, and no license, partnership, or assignment of any right, title, or interest is created, granted or implied by Customer under this agreement unless specifically identified in writing between the two parties. At all times during the term of this agreement and upon completion or other termination of this agreement, SI shall deliver to Customer all copies of any and all developed materials (including, without limitation, all source and object code as modified from time to time) related or pertaining to this agreement. SI shall have no right to disclose or use any of such products or materials for any purpose whatsoever.
Each of the guarantees in the Scope of Work and Order Form(s) is null and void if Customer fails to follow SI's reasonable rules and regulations and fails to do so after notice of such failure and right to cure such violation/s of such Rules and Regulations (as further described below) following 10 days notice of same, and other policies or otherwise breaches this Agreement in any respect, following the same notice and 10 day cure provisions set forth immediately herein-above.
SI DOES NOT MONITOR OR EXERCISE CONTROL OVER THE CONTENT OF THE INFORMATION TRANSMITTED THROUGH ITS NETWORK OR VENDOR FACILITIES. USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THERE FROM IS AT CUSTOMER'S OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK. EXCEPT AS MAY BE PROVIDED IN THE ORDER FORM(S), SI DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
SI DOES NOT AND CANNOT CONTROL THE FLOW OF INFORMATION TO OR FROM SI'S WEBSITES OR NETWORK OR VENDORS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). SI CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY SI DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
Signet Interactive will impose the following data limitations on email and bandwidth provided by Signet Interactive through its products and services offering.
(a) General. Customer represents and warrants that: (i) Customer is at least eighteen (18) years of age; (ii) Customer possesses the legal right and ability to enter into this Agreement; and (iii) the performance of its obligations and use of the Services (by Customer, its customers and users) will not violate any applicable laws, regulations or the Rules and Regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other SI customers' use of SI services. Customer assumes all risks related to processing of transactions related to electronic commerce.
(b) Breach of Warranties. In the event of any breach of any of the above three warranties, in addition to any other remedies available at law or in equity, SI will have the right, in its sole discretion, to suspend or, terminate immediately any Services without penalty.
Customer shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Product (as defined in Section 8.4) or that appear during use of any Third Party Product; or (ii) reverse engineer, decompile, or disassemble any Third Party Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
SI SHALL NOT BE LIABLE FOR ANY LOSS OF DATA RESULTING FROM DELAYS, CORRUPTION OF DATA, NON-DELIVERIES, MIS-DELIVERIES OR SERVICE INTERRUPTIONS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES, AND SI SHALL HAVE NO LIABILITY THEREFORE. EXCEPT TO THE EXTENT OF SI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER SI NOR ITS NETWORK SERVICES SUPPLIER WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO SI'S OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF SI'S OR ITS NETWORK SERVICE SUPPLIER'S NEGLIGENCE.
EXCEPT FOR THE PARTIES' INDEMNITY OBLIGATIONS IN SECTION 8, IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE.
Notwithstanding anything else to the contrary contained in this Agreement, SI's maximum aggregate liability to Customer for any claim related to, or in connection with, this Agreement, whether in contract, tort or otherwise, shall be limited to the total amount of fees actually paid by Customer to SI for the prior three (3) months.
SI may provide Customer access to other third party software and/or services ("Third Party Products") through reseller or licensing relationships SI has established with certain commercial vendors, including without limitation, Microsoft Corporation ("Third Party Vendors"). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by SI and not by the Third Party Vendor. Neither SI nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIRD PARTY PRODUCTS IS AT CUSTOMER'S SOLE RISK AND SUCH THIRD PARTY PRODUCTS ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM SI OR ANY THIRD PARTY VENDOR, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SI NOR ANY THIRD PARTY VENDOR WILL BE LEGALLY RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE ANY THIRD PARTY PRODUCT. CUSTOMER AGREES TO OBSERVE THE TERMS OF ANY LICENSE AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENT FOR THIRD PARTY PRODUCTS AND THAT CUSTOMER SHALL BE FULLY LIABLE TO THIRD PARTY VENDORS AND SI WITH RESPECT TO ANY IMPROPER USE OF SUCH THIRD PARTY PRODUCTS OR VIOLATION OF LICENSE AGREEMENTS WITH THEM AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENTS.
Each party agrees to indemnify and hold the other harmless against any losses, costs, expenses (including, but not limited to, reasonable attorneys' fees), claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") resulting from any claim, suit, action, or proceeding brought by any third party against the other or its affiliates related to or arising out of: (i) any infringement or misappropriation or alleged infringement or misappropriation of any United States copyright, trade secret, patent, trademark, or other proprietary right related to any hardware or software utilized in connection with any of the Services (but excluding any infringement contributory caused by the other party) and (ii) any violation of or failure to comply with the Rules and Regulations. Customer further agrees to indemnify SI and its affiliates against any Losses which arise out of, or relate to any content provided by Customer or the customers/clients of Customer, and Customer will reimburse SI and its affiliates for all legal expenses, including reasonable attorneys' fees, incurred by SI and its affiliates in connection with any such Losses.
In consideration of the Confidential Information provided by each party hereto to the other, both Customer and SI agree that they will maintain in strict confidence all information of a competitively sensitive or proprietary nature that each other receives from the other in connection with the work anticipated to be performed (and the business relationship fostered) pursuant to this Agreement, including but not limited to data, documents, internet website designs, names and concepts, reports, analyses, testing methods, specifications, charts, business plans, drawings, models, ideas, schemes, correspondence, communications, lists, manuals, computer programs, software, technology, techniques, methods, processes, services, routines, systems, procedures, practices, operations, security codes, know-how, modes of operation, configuration of business apparatus and equipment, business opportunities, customer and vendor information, and trade or other secrets (collectively, whether verbal, written or existing, stored or communicated in any other form or medium, together with all copies thereof, the Confidential Information). Both SI and Customer further agree on behalf of themselves and their officers, directors, partners, employees, affiliates, agents or representatives (collectively, the Representatives) that neither shall, without the prior written consent of the other, disclose any Confidential Information, in any manner whatsoever, in whole or in part, and shall not be used by either party or any its Representatives other than in connection with matters agreed in writing by the other party (the Approved Uses). Moreover, both parties agree to transmit the Confidential Information only to such of its Representatives who need to know the Confidential Information for the sole purpose of assisting each party in the Approved Uses, who are informed of the confidential nature of such information, and who agree to be bound by the terms of confidentiality as if a party to this Agreement. In any event, both parties shall be fully liable to the other for any breach of this Agreement by its Representatives and agree, at their sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Confidential Information shall not include: (i) information generally available to the public through no wrongful act of Company or an affiliate or representative thereof; (ii) information approved for release by written disclosure of the other party; or (iii) information wholly and independently developed by either party or its personnel without reliance in any way on the protected information of the other party as established by dated documentation. Notwithstanding the foregoing restrictions, both parties and their personnel may use and disclose any information to the extent required by an order of any court, subpoena, or other government authority; provided however, prior to any such disclosure pursuant to a court or governmental order or subpoena, both parties agree (x) to notify each other immediately of the existence, terms, and circumstances surrounding such law or request; (y) to consult with the each other and their counsel on the advisability of taking legally-available steps to resist or narrow such request or disclosure obligation; and (iii) if disclosure of such Confidential Information is required to prevent either party from being held in violation of law, contempt or subject to other penalty, and to furnish only such portion of the Confidential Information as, in the written opinion of counsel, is legally compelled to disclose and to exercise each party's best efforts to obtain an order or other reliable assurance that confidential treatment will be afforded to the Confidential Information. . In addition to any other remedy to which either party may be entitled at law or in equity, both parties shall be entitled to injunctive or other equitable relief to prevent breaches or threatened breaches of this Section 9.1, and that neither party nor its Representatives will oppose the granting of such relief.
Upon expiration, cancellation or termination of this Agreement, Customer and SI shall collaborate in good faith in derterming how to transfer any Internet protocol ("IP") numbers to Customer, addresses or address blocks assigned to Customer by SI or its network services supplier (but not the URL or top level domain connected therewith). SI reserves, in its sole discretion, the right to change or remove any and all such IP numbers, addresses or address blocks.
(a) Customer is given the meaning referenced in the opening paragraph above. Notice to Customer shall be delivered to the physical and/or email address provided by the Customer to Signet's representative.
(b) "Customer Technology" means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.
(c) "Professional Services" means any non-standard professional, consulting or support service provided by SI to Customer, including, without limitation, those services and fees indicated on the SI website.
(d) "SI Technology" means SI's proprietary technology, including SI Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by SI or licensed to SI from a third party) and also including any derivatives, improvements, enhancements or extensions of SI Technology conceived, reduced to practice, or developed during the term of this Agreement by either party that are not uniquely applicable to Customer or that have general applicability in the art.
(e) "Renewal Term" means a service term following the Initial Term, as specified in Section 2.2.
(f) "Rules and Regulations" means the SI general rules and regulations governing Customer's use of Services, including, but not limited to, online conduct and SI's Acceptable Use Policy, which can be found on the website or upon request.
(g) "Service(s)" means the specific service(s) provided by SI pursuant to this Agreement.
(h) "Service Commencement Date" means the date SI will begin providing the Service(s) to Customer as indicated on the Order Form(s).
(i) "Service Term" means the minimum term for which SI will provide the Service(s) to Customer, as indicated on the Order Form(s).
(j) SI means Signet Interactive, LLC. Notices to SI shall be sent to: 4545 Post Oak Place Dr., Suite 150, Houston Tx, 77027
Customer agrees that during the term of this Agreement SI may publicly refer to Customer, orally and in writing, as a current Customer of SI in resumes, client lists and in other promotional materials and communications, including, but not limited to, press releases, brochures, reports, letters and electronic media such as e-mail or Web pages.
SI shall not be deemed to be in default of any provision of this Agreement or be liable for any delay, failure of performance or interruption of the provision of Services to Customer resulting, directly or indirectly, from any unforeseen or force major event. SI and Customer agree that, except as otherwise expressly provided in this Agreement, the Scope of Work or Order Form(s) or the terms and conditions of use of any third party software products, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Customer. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND SPECIFICALLY EXCLUDING FROM APPLICATION TO THIS AGREEMENT THAT LAW KNOWN AS THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN HARRIS COUNTY, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTIONS AND WAIVES ALL OBJECTIONS THERETO. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Customer may not sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent or thirty (30) days. of SI, and any attempted assignment or delegation without such consent will be void. SI may assign this Agreement in whole or part. SI also may delegate the performance of certain Services to third parties, including SI's wholly owned subsidiaries. All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail. SI and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between SI and Customer. Neither SI nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein. This Agreement, including all documents incorporated herein by reference, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed, any reproduction of this Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original. Except as expressly provided in this Agreement, this Agreement may be changed only by a written document signed by authorized representatives of SI and Customer in accordance with this Section 12.
For up to six months after the termination of this agreement, Customer WILL NOT ATTEMPT to hire SI's personnel. Any hiring, or offer of employment, including but not limited to consulting, advising, or labor, entitles, but does not require SI to immediately cancel the performance period of this agreement. If, during the term of, or within (12) months after the termination of the performance period of this agreement, Customer hires directly, or indirectly contracts with any of SI's personnel for the performance of marketing, graphic design, interactive services, data architecture, network management, project management, sales and/or related services hereunder, CUSTOMER AGREES TO PAY TO THE SI SIXTY PERCENT (60%) OF EITHER THE NEW, TOTAL ANNUAL COMPENSATION PAYABLE TO SUCH PERSONNEL (including bonuses and allowances) or the fees paid to, or in favor of such personnel for one (1) year after such personnel separates from service with SI, whichever is applicable, as liquidated damages.
The following provisions will survive any expiration or termination of this Agreement: Sections 3, 4, 5, 6, 7, 8, 9, 11, 12 and 14.
All notices and consents shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States Mail, overnight courier service facsimile or by email to the contact information set forth in the Definitions section above. A Party may change its address by providing notice of same, in accordance hereto.
Authorized representatives of Customer and SI have read the foregoing and all documents incorporated therein and, by executing the Scope of Work or Order Form(s), agree and accept such terms effective as of the date indicated below the Customer signature on the initial Scope of Work or Service Order Form.