Master Service Agreement

This agreement establishes the relationship between Dean Garland, Inc. and Customer, governed by the terms below.

1. Performance of Services

Services are obtained through a Statement of Work (SOW), subject to this Agreement. Company commits to performing all services with reasonable skill, care, and diligence. SOW terms conflicting with this Agreement are subordinate unless explicitly stated otherwise.

2. Placement of Services

Services must be ordered using a SOW, signed by both parties. Written consent is required for service modifications and price changes before work commences.

3. Price and Terms of Payment

Compensation follows the SOW, with payment terms defined therein.

4. Estimated Delivery Dates and Turnaround Times

Delivery timelines are estimates only. Completion notices arrive via email. Company is not liable for delays from Customer action or inaction. Customers must provide feedback and approvals promptly using commercially reasonable efforts.

5. Transfer of Property and Intellectual Property Rights

• Company may store and utilize Customer data and service-generated data for internal business purposes and service improvements, maintaining confidentiality.
• Company retains exclusive ownership of its intellectual property.
• Customer retains exclusive ownership of its intellectual property.

6. Limited Warranties and Responsibilities

Services are performed with commercially reasonable care, acknowledging that external factors may affect quality. Both parties confirm authority to enter this Agreement and that execution is binding without conflicting obligations.

7. Remedy for Insufficient Services

For improper service performance, Customer's recourse is limited to requesting re-performance or refund. Objections must be raised within 30 days. Company may dispute requests or negotiate alternative remedies.

8. Force Majeure

Neither party bears liability for delays, errors, damages, or issues from unforeseen, uncontrollable circumstances.

9. Indemnification and Limitation of Liability

Each party indemnifies the other against claims arising from breach or negligence, with the Indemnified Party providing prompt written notice and cooperation. The Indemnifying Party controls the defense, with the other party able to participate at its expense. No settlements occur without written consent.

10. Term and Termination

This Agreement commences on the effective date and continues for one year, auto-renewing for successive one-year terms. Either party may terminate this Agreement for convenience on 60 days' written notice, and either party may terminate immediately if the other materially breaches and fails to cure within 30 days, or upon the other party's bankruptcy. If no Statement of Work has been active for twelve consecutive months, this Agreement expires automatically.

Notwithstanding the foregoing, this Agreement cannot terminate while any Statement of Work is active and remains in full effect until every active SOW is completed or terminated. Terminating a single SOW does not affect this Agreement or any other SOW.

11. Governing Law and Disputes

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Before pursuing any other remedy, the parties will attempt in good faith to resolve any dispute by escalating it to a senior executive of each party for at least 30 days. If the dispute is still unresolved, the parties will submit it to non-binding mediation administered by the American Arbitration Association. Any dispute not resolved within 30 days after the mediation request will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in St. Johns County, Florida, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

12. Miscellaneous

• Independent Contractor: Company operates as an independent contractor, not an agent or employee, with no authority to bind Customer.
• Amendment: Written signatures from authorized representatives are required for modifications.
• Notices: Email notices are legally binding when sent; undelivered emails may be resent via certified mail, received three days after postmarking.
• Waiver: Waivers require written confirmation; single instances don't constitute continuing waivers.
• Severability: Unenforceable provisions are voided only to that extent, with replacements reflecting original intent.
• Entire Agreement: This Agreement and applicable SOWs supersede all prior negotiations and understandings.

13. Survival

These terms survive any expiration or termination of this Agreement and continue to apply to services performed while it was in effect. Intellectual-property ownership and confidentiality survive indefinitely, and the limitation of liability, indemnification, and accrued payment obligations survive for the period of the applicable statute of limitations. The limitation of liability in effect when the services were performed governs any later claim about those services, so past work is never exposed beyond the cap it was performed under.

Definitions

• Intellectual Property: Patents, trademarks, copyrights, trade secrets, and proprietary rights either party owns regarding services provided.
• SOW: A document outlining specific Company tasks and responsibilities, supplementing this Agreement as an integral part.
• Deliverables: Specified outputs including reports, documents, software access, code, data, and materials required under the Agreement.

For questions, contact Dean Garland.