OnStrategy expressly reserves the right, in its sole discretion, upon notification to the customer, to replace any of our professional project team members if necessary in order to provide the customer with high quality and timely service. OnStrategy may use independent contractors, specialists or suppliers to help us provide professional services. These companies and their personnel may be located inside or outside the United States. In addition, OnStrategy may use third-party service providers, including cloud-based service providers, who may collect, use, transmit, transmit, store, or process customer information in connection with the provision of certain services. In addition, our agreements with all service providers adequately maintain and protect the confidentiality of customer information, provided that we can use electronic media to transmit customer information, and such use in itself does not constitute a breach of any obligation of confidentiality. We remain responsible to Customer for monitoring all service providers, companies and employees who assist us in providing services under this Agreement and for protecting the confidentiality of Customer Information. It`s not just a formality. This Agreement shall define the services you provide, the services you do NOT provide, describe warranties, specify privacy and information security regulations, limit liability and, overall, protect you AND your customers. This Master Subscription Agreement (“MSA”) governs Customer and End User`s use of the Services provided by OnStrategy “OnStrategy”, “We”, “Us” or “Our”.
After that, they offered to host this software in their own data center and also offer incident management services. For me, this would essentially result in a SaaS agreement, but they insisted that it only provides a hosting and incident management agreement, as well as a licensing and maintenance agreement. AMS should not be rigid and should be modifiable taking into account changes that may occur in the future. Nor should the termination clause be concrete or demanding. 5. Limitation of Liability: As a general rule, this clause defines the liable party when the customer is sued for work performed by the seller. Some large companies have brutal liability clauses. For example, they could claim that the seller is liable if the customer is sued by another company for patent infringement, even if the seller had no idea about those patents.
In fact, it`s just a way for the customer to deflect any guilt and use the seller as a scapegoat. This type of clause can lead a company into bankruptcy, so make sure you understand all the risks before signing. Possible solutions are to change the language to provide more protection to the seller and / or take out liability insurance, which is valid for a few years after the conclusion of the obligation. If the purchase of insurance is the contract, this must be indicated in writing in the SOW and the seller must prove that he has actually taken out this insurance. With respect to all customers, this MSA shall be governed by the laws of Nevada and applicable federal law of the United States, without regard to elective or conflict of laws rules of any jurisdiction, and any dispute, action, claim or cause of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Reno. Nevada. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, those provisions shall be construed to the fullest extent possible to reflect the intent of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. There is no joint venture, partnership, employment or agency relationship between Customer and OnStrategy as a result of this Agreement or the use of the Service. OnStrategy`s failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless OnStrategy acknowledges and agrees in writing. This Agreement, together with all applicable Purchase Orders, includes the entire agreement between Customer and OnStrategy and supersedes all prior or contemporaneous written or oral negotiations, discussions or agreements between the parties with respect to the subject matter hereof. Refunds: There is no refund or credit for partial use of the subscription or early termination of a prepaid agreement.
In order to treat everyone equally, no exceptions are made. It is important to exclude certain damages from the limitations of liability. A framework contract for services may exclude indirect damages (no punitive damages, no loss of profits, etc.). Many MSAs provide that refundable damages are limited to direct or actual damages. Although the parties have broad jurisdiction in their respective jurisdictions to help them define direct harm, it is not recommended to leave the issue entirely to a “retrospective” decision. Well-negotiated Master Service Agreements (MSAs) are so important for the working relationship between service providers and customers. The MSA defines the conditions of engagement for all current and future work. Unlike traditional service and licensing agreements, which are typically individual contracts with attachments and occasional attachments, MSAs are master documents that govern multiple agreements or transactions between companies. Structurally, most legal terms are negotiated once in the MSA, and then specific work orders or service descriptions (SOW) are executed in connection with specific services ordered by a client.
The statement of work acts as a purchase order that creates a legally binding agreement between the two parties. It determines the services to be provided, the associated services and the associated payment terms. Often, the party hired under the master service contract will want to insert a limit on their OBLIGATIONS to represent IP in the contract with a “knowledge qualifier”. In this scenario, it is important for the parties to delineate the scope of this knowledge. Often, the definition of “knowledge” in an agreement includes both the actual and constructive knowledge of certain people who have control and knowledge of the relevant facts. Scott, good question. Section 365(s) applies to pi licenses. It doesn`t work in a SaaS agreement.
In other words, I highly doubt that the misrepresentation of a SaaS subscription as a 365(s) “license” is triggered. (However, low risk is another reason why SaaS providers shouldn`t use the word “license.”) On the other hand, a service level agreement (or SLA) is a specific agreement between the service provider and a service customer/user. The SLA defines the specific requirements of the service provided as well as the expectations of the user. This is a more detailed contract style with great technical complexity and more complex in terms of the conditions involved. These contracts form the backbone of future transactions or agreements due to the legal oversight associated with development. The standards provided for in each MSA contribute to the maintenance of sales and thus increase the value of the company. There are hundreds of templates available online, but you need to know what the terms mean – and have those agreements processed to meet your specific needs. A master service contract (or MSA) is a typical bipartite contract that lists the terms that govern all their future transactions or agreements. It lays down the essential requirements and conditions to be set by both parties in order to facilitate the negotiation of specific conditions for future agreements and which should not necessarily revise the basic agreement. These agreements consist of information on specific terms such as payment terms, product warranties, intellectual property, dispute resolution, etc.
For any express guarantee that the supplies and services comply with the specification documents, these should extend over the entire duration of the term. This is very important for agreements with software where “updates” could remove critical features such as interoperability. .