MASTER SERVICE AGREEMENT
BETWEEN: This Master Services Agreement (the “Agreement”) sets forth the obligations and conditions between (“Client”) and Digital Fractal Technologies Inc., (“DFT”), relating to your use of the Services defined herein.
Digital Fractal Technologies Inc at #207, 1803-91 St SW, Edmonton, AB, T6X0W8
- The Client is of the opinion that the DFT has the necessary qualifications, experience and abilities to provide services to the Client.B. The DFT is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the DFT (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:Services Provided
1. The Client hereby agrees to engage the DFT to provide the Client with services (the “Services”) consisting of:
Digital Adoption Planning Services
2. The Services will also include any other tasks which the Parties may agree on. The DFT hereby agrees to provide such Services to the Client.
Term of Agreement
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
4. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Canadian Dollars.
7. For the services rendered by the DFT as required by this Agreement, the Client will provide compensation (the “Compensation”) to the DFT for the flat fee identified in the Business Improvement Review accompanying this Agreement
8. A deposit (the “Deposit”) will be payable to the DFT before any work will begin.
9. The balance of the Compensation will be payable upon completion of the Services.
10. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
11. The DFT agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the DFT has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
12. All written and oral information and materials disclosed or provided by the Client to the DFT under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the DFT.
13. The DFT understands and agrees that any attempt on the part of the DFT to induce other employees or DFTs to leave the Client’s employ, or any effort by the DFT to interfere with the Client’s relationship with its employees or other service providers would be harmful and damaging to the Client.
14. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement, the DFT will not in any way directly or indirectly:
a. induce or attempt to induce any employee or other service provider of the Client to quit employment or retainer with the Client;
b. otherwise interfere with or disrupt the Client’s relationship with its employees or other service providers;
c. discuss employment opportunities or provide information about competitive employment to any of the Client’s employees or other service providers; or
d. solicit, entice, or hire away any employee or other service provider of the Client.
Ownership of Materials and Intellectual Property
15. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
16. The DFT may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The DFT will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Return of Property
17. Upon the expiry or termination of this Agreement, the DFT will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
18. In providing the Services under this Agreement it is expressly agreed that the DFT is acting as an independent DFT and not as an employee. The DFT and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
19. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
20. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
21. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
22. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
23. The DFT will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
24. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
25. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
26. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
27. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
28. This Agreement shall be governed exclusively by the laws of Province of Alberta, Canada, without regard to its conflicts of laws or principles. Any action under or concerning this Agreement shall be brought exclusively in the District Court of Province of Alberta, Canada. The parties irrevocably agree and consent that said forum is convenient and has jurisdiction to hear and decide any such action.
29. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
30. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.