This Master Services Agreement (this “Agreement”) is entered into between IT By Design, Inc., a New Jersey corporation (“ITBD”), and the customer identified in the signature block below (“Customer”), and sets forth the universal terms and conditions governing all services, products, and licenses provided by ITBD to Customer. Service-line-specific terms are set forth in Addenda incorporated herein, and engagement-specific terms are set forth in Statements of Work, each as further described in Section 2.
“Addendum” means an addendum to this Agreement governing a specific category of Services or Products, including the Talent Solutions Addendum, the Managed Services Addendum, the Professional Services Addendum, the AIBD Addendum, and the AI Services Addendum, as applicable. “AI Services Addendum” means the addendum governing artificial intelligence and automation Services. “AI Outputs” means any content, data, recommendations, classifications, decisions, or other outputs generated by AI Services, in whole or in part. “Automated Systems” means AI Services, AI agents, automation workflows, or similar systems that are deployed within Customer’s environment with authority (autonomous or supervised) to take action affecting Customer’s systems, data, users, or operations; the term is further described in the AI Services Addendum. “Customer Data” means data owned by or originating from Customer that is processed, stored, or accessed by ITBD in connection with the Services. “Products” means any hardware, software, or other goods sold, resold, leased, or licensed by ITBD to Customer. “Services” means any services performed or provided by ITBD to Customer under this Agreement, regardless of duration, fee structure, or payment frequency. “SOW” means a Statement of Work, Service Order, or similar engagement document executed by the parties under this Agreement. “Service Documents” means, collectively, all Addenda and SOWs entered into between the parties under this Agreement.
This Agreement, together with all executed Service Documents, governs the relationship between the parties. The parties contemplate three tiers: (a) this Agreement (universal terms); (b) one or more Addenda (service-line terms applicable to a category of Services, such as the Talent Solutions Addendum, the Managed Services Addendum, and the AI Services Addendum); and (c) one or more SOWs (engagement-specific commercial terms, including scope, pricing, headcount or device counts, term, and authorized contacts). Customer signs only the Addenda applicable to the Services Customer has purchased.
Customer’s execution of any Service Document, or Customer’s use or access of any Services or Products, constitutes Customer’s acceptance of this Agreement and the applicable Service Documents, including all pricing and adjustment terms then in effect. Renewal of any SOW constitutes acceptance of ITBD’s then-current pricing and any permitted adjustments under the applicable Addendum, without need for separate amendment. If Customer does not agree to this Agreement or any applicable Service Document, Customer shall not accept or utilize the Services or Products.
In the event of any conflict among the documents, the following order of precedence shall apply, from highest to lowest: (a) the applicable Addendum (with respect only to the Services it governs); (b) the applicable SOW; and (c) this Agreement. An Addendum or SOW controls over this Agreement only to the extent it expressly and unambiguously references the specific provision it intends to modify and is signed by ITBD. Provisions in this Agreement that are not addressed in an Addendum or SOW continue to apply by default.
ITBD may amend this Agreement by written notice to Customer. Material amendments affecting active Services become effective at the commencement of the next renewal term; all other amendments are effective fourteen (14) days after notice. If a non-emergency amendment materially diminishes the Services, Customer may terminate the affected SOW within fourteen (14) days of notice with no further liability except for accrued fees. Continued use of the Services after the notice period constitutes acceptance.
Customer shall pay all fees, costs, and expenses set forth in each applicable SOW. All fees are exclusive of any taxes, duties, levies, or similar governmental assessments, for which Customer is solely responsible, except for taxes based solely on ITBD’s net income. If Customer claims tax exemption, Customer must provide ITBD with a valid exemption certificate prior to invoicing.
Unless otherwise expressly set forth in an SOW, all fees for Services are due and payable in advance, and all fees for Products are due in full prior to delivery. For recurring fees, Customer authorizes ITBD to initiate ACH debits or charge a designated credit card on or after the first business day of each month. ITBD may assess a convenience fee not to exceed four percent (4%) for credit card payments or three percent (3%) for check payments. ITBD may assess a service charge of $20.00 (or the maximum permitted by law, if less) for any returned electronic payment. All amounts are due in U.S. dollars without setoff, deduction, counterclaim, or withholding.[1]
Undisputed amounts not paid within fifteen (15) days after the due date accrue interest at one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is less. ITBD may suspend Services without notice if any undisputed fees remain unpaid; recurring fees continue to accrue during suspension. ITBD may require payment of a reconnection fee not to exceed ten percent (10%) of the then-current monthly recurring fees as a condition to resuming Services.
Disputes related to fees must be submitted in writing to ITBD within sixty (60) days after the invoice date or are deemed waived. Requests for credits, adjustments, or refunds must be submitted in writing to the email address designated by ITBD for billing inquiries within thirty (30) days of the event giving rise to the request, or are deemed waived. ITBD has sole discretion over approval of any credit, and credits, if issued, are Customer’s exclusive remedy.
ITBD’s right to adjust pricing operates on three tracks: (a) labor cost alignment, applicable only to Services involving ITBD personnel and as further described in the Talent Solutions Addendum; (b) non-labor commercial adjustments, capped at seven and one-half percent (7.5%) in the aggregate per calendar year, with Customer’s sole remedy for an adjustment exceeding the cap being termination of the affected SOW within sixty (60) days of notice; and (c) third-party pass-through adjustments, including non-cancellable access licenses and subscription commitments, applied at cost and supported by reasonable documentation of the underlying third-party increase. If a pass-through adjustment exceeds fifteen percent (15%) of the affected fee component in the aggregate per calendar year, Customer may terminate the affected SOW upon sixty (60) days’ written notice without further liability except for accrued fees. Continued use of the Services after a notice period constitutes acceptance of any adjustment.
This Agreement commences on the date Customer first executes a Service Document and continues until terminated. Each SOW has its own term as specified therein, and the termination or expiration of any SOW does not, by itself, affect this Agreement or any other SOW. If no SOW is in effect, this Agreement automatically expires thirty (30) days after the last date Services are provided.
Unless an SOW provides otherwise, each SOW automatically renews for successive terms equal in duration to the initial term, unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. During any renewal term, Services continue subject to ITBD’s then-current pricing and the adjustment framework in Section 3.5.
Except as expressly set forth in an applicable Addendum or SOW, Customer may not terminate this Agreement or any SOW without cause while an SOW remains in effect or amounts remain owed to ITBD. If Customer terminates an SOW without cause and without ITBD’s prior written consent, Customer shall pay ITBD, as a termination fee and not as a penalty, all amounts that would have become due through the scheduled expiration, less any costs ITBD reasonably avoids as a direct result of not having to perform the terminated Services (e.g., un-incurred third-party pass-through costs), it being agreed that the parties intend this to be a reasonable pre-estimate of ITBD’s loss and not a penalty. An Addendum may modify this provision for the Services it governs.
Either party may terminate this Agreement or any SOW for cause if the other party materially breaches and fails to cure within twenty (20) days (ten (10) days for non-payment by Customer) after written notice specifying the breach. If ITBD terminates for cause, Customer shall pay ITBD, as liquidated damages (which the parties agree is a reasonable pre-estimate of ITBD’s anticipated loss and not a penalty), all amounts that would have become due through the scheduled expiration, less any costs ITBD reasonably avoids as a direct result of not having to perform the remaining Services. If Customer terminates for cause, Customer is liable only for fees for Services properly delivered through the effective date and is entitled to refund of any prepaid fees for undelivered Services.
This Agreement and any SOW may be terminated at any time by mutual written consent of both parties.
Provisions concerning the return of equipment, removal of software agents, transition assistance, and data deletion specific to a category of Services are set forth in the applicable Addendum and survive termination as provided therein.
ITBD shall implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with industry standards and applicable law. In the event ITBD discovers or is notified of a Security Incident affecting Customer Data, ITBD shall: (a) notify Customer in writing within seventy-two (72) hours of discovery; (b) promptly investigate and take commercially reasonable steps to contain and mitigate the incident; (c) cooperate with Customer’s reasonable requests for information and with applicable regulatory authorities; and (d) provide Customer with a written incident report within thirty (30) days of discovery, including the nature and scope of the incident, the data affected, remediation steps taken, and any planned future actions. As used in this Section, “Security Incident” means any unauthorized access to, use of, disclosure of, alteration of, or destruction of Customer Data in ITBD’s possession or control. Service-specific breach notification obligations are set forth in the applicable Addendum.
Each party (“Recipient”) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (“Discloser”), in any form or medium (“Confidential Information”), and shall use such information solely to perform its obligations or exercise its rights under this Agreement. Recipient shall use at least the same degree of care to protect Confidential Information as it uses for its own information of similar sensitivity, but in no event less than commercially reasonable. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was independently developed without reference to the Discloser’s information, or is rightfully received from a third party without confidentiality obligation.
If Recipient is required by law or legal process to disclose Confidential Information, Recipient shall, to the extent legally permissible, promptly notify Discloser so Discloser may seek a protective order, and shall disclose only the portion legally required. Upon expiration or termination, Recipient shall, at Discloser’s option, return or destroy all Confidential Information except as required by law or for archival purposes; any retained Confidential Information remains subject to confidentiality for seven (7) years from receipt. If ITBD receives or accesses any “protected health information” under HIPAA in providing Services, the parties shall enter into a mutually acceptable Business Associate Agreement. Each party is entitled to seek injunctive relief (in accordance with, and subject to, Section 11) without bond, to the extent a court or the arbitrator, as applicable, determines a bond is not required by law for any breach or threatened breach of this Section.
Each party retains all right, title, and interest in and to its respective intellectual property. Nothing in this Agreement transfers ownership in one party’s intellectual property to the other. Any third-party software provided under this Agreement is licensed, not sold, and is subject to this Agreement, the applicable Service Documents, and any applicable end-user license agreement (“EULA”). Customer authorizes ITBD to accept third-party EULAs, subscription agreements, or similar terms (“End User Agreements”) on Customer’s behalf as necessary to provide the Services. ITBD shall maintain a current list of End User Agreements accepted on Customer’s behalf and shall provide such list to Customer upon reasonable written request. Customer is solely responsible for compliance with all End User Agreements and shall indemnify ITBD for any breach. Intellectual property in AI Outputs is governed additionally by the AI Services Addendum.
ITBD does not warrant or guarantee that any Services or Products will achieve any particular result, outcome, or business objective, or that Services or Products will be error-free, defect-free, uninterrupted, or secure. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE APPLICABLE ADDENDUM, ITBD EXPRESSLY DISCLAIMS, AND CUSTOMER EXPRESSLY WAIVES, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, OR RESULTS ACHIEVED. ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Service-specific warranties, disclaimers, and risk allocations (including those relating to data backup, cybersecurity, and AI Outputs accuracy) are set forth in the applicable Addendum.
Customer acknowledges that ITBD may use AI Services in the performance of its obligations under this Agreement, including for purposes such as ticket triage, automated monitoring and remediation, AI-assisted reporting and documentation, and AI-driven analytics. ITBD’s incidental use of AI Services in delivering Services does not, by itself, require execution of the AI Services Addendum.
Customer acknowledges that AI-generated outputs are probabilistic in nature and may contain inaccuracies, omissions, or unintended results. AI outputs are provided for operational assistance and should not be relied upon as the sole basis for critical business, financial, legal, or security decisions without independent human validation. ITBD does not guarantee the accuracy, completeness, or reliability of any AI-generated output. AI Services are designed to augment human decision-making and are not a substitute for independent professional judgment.
Unless otherwise expressly agreed in writing, ITBD shall not use Customer Data to train, retrain, fine-tune, or otherwise improve any foundation AI model. ITBD may use anonymized and de-identified usage data for service improvement, system monitoring, security, analytics, and product development.
Where AI Services constitute a material component of the Services purchased by Customer — including (a) AI advisory or consulting services, (b) Automated Systems deployed with authority to take action within Customer’s environment, (c) AI-enabled products such as TeamGPS, or (d) any other AI Service expressly identified in an SOW as requiring enhanced governance — the parties shall execute the AI Services Addendum. The AI Services Addendum sets forth additional transparency obligations, an AI-specific liability cap, human oversight requirements, customer AI acceptable use policy obligations, Shadow AI risk allocation, AI incident response procedures, and other governance applicable to material AI use. In the event of any conflict between this Section 8 and the AI Services Addendum, the AI Services Addendum controls.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ITBD (OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, OR FAILURE TO REALIZE EXPECTED SAVINGS), WHETHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SERVICE DOCUMENT, OR THE SERVICES OR PRODUCTS, EVEN IF ITBD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL AGGREGATE LIABILITY OF ITBD AND ITS AFFILIATES FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (A) THE FEES PAID BY CUSTOMER FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM (EXCLUDING PASS-THROUGH COSTS); (B) FIFTY THOUSAND DOLLARS ($50,000); OR (C) THE AMOUNTS ACTUALLY PAID BY ITBD UNDER AN APPLICABLE INSURANCE POLICY FOR SUCH CLAIM.
The foregoing limitations and exclusions do not apply to: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations; (c) amounts due under Section 12.2 (Non-Solicitation) or Section 12.3 (Non-Circumvention); (d) breaches of confidentiality or Section 5A (Data Security and Breach Notification), which instead shall be subject to a separate aggregate cap equal to two (2) times the fees paid by Customer under the applicable SOW(s) in the twelve (12) months preceding the claim, or Two Hundred Fifty Thousand Dollars ($250,000), whichever is greater; or (e) to the extent prohibited by law or arising solely from a party’s willful misconduct or gross negligence. Service-specific liability caps (including the AI-specific cap in the AI Services Addendum) apply in addition to and where more restrictive than this Section. Customer acknowledges these limitations are a material basis of the bargain and ITBD would not provide Services without them. This Section survives expiration or termination.
Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, agents, and representatives from any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Indemnifying Party’s breach of this Agreement or any Service Document; (b) the gross negligence or willful misconduct of the Indemnifying Party or its personnel; or (c) with respect to Customer, any failure by Customer to comply with its obligations, including obligations relating to access, cooperation, implementation of recommendations, and compliance with laws. Service-specific indemnification obligations (including those in the AI Services Addendum and the Managed Services Addendum) are in addition to those set forth in this Section.
The Indemnified Party shall provide prompt written notice of any claim, but failure to do so shall not relieve the Indemnifying Party except to the extent materially prejudiced. The Indemnifying Party shall control the defense at its own expense, with counsel reasonably acceptable to the Indemnified Party. ITBD (as Indemnified Party) may assume exclusive control over the defense of any claim that may adversely affect ITBD’s business, operations, or reputation. No settlement that imposes liability or restriction on the Indemnified Party shall be entered without that party’s prior written consent. The indemnification obligations under this Section survive expiration or termination.
Except for (a) undisputed actions by ITBD to collect fees (“Collections”), (b) claims that qualify for small claims court in the local jurisdiction of ITBD, and (c) applications by either party for temporary, preliminary, or other emergency injunctive relief pending arbitration in connection with a breach or threatened breach of Section 5 (Confidentiality), Section 5A (Data Security and Breach Notification), Section 6 (Intellectual Property), Section 12.2 (Non-Solicitation), or Section 12.3 (Non-Circumvention), which either party may pursue in a court of competent jurisdiction notwithstanding this Section, any dispute, claim, or controversy arising out of or relating to this Agreement, any Service Document, or the Services (including any question regarding the existence, scope, or enforceability of this arbitration provision) shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator (mutually agreed; if not agreed within fifteen (15) days, appointed by the AAA) with substantial experience in commercial contracts and information technology. ITBD reserves the right to designate the venue, which shall be at or near ITBD’s principal business offices unless ITBD consents in writing to an alternate location or remote proceedings.
The arbitrator may grant interim or permanent injunctive relief and monetary damages to the fullest extent permitted by law. Discovery shall be narrowly tailored. Costs of arbitration are initially shared equally; the prevailing party in arbitration or in a Collections action is entitled to recover reasonable attorneys’ fees and costs. The award is final and binding, and judgment may be entered in any court of competent jurisdiction. The parties expressly waive any right to a trial by jury or to participate in any class, collective, or representative action. Customer further waives any right to seek punitive or exemplary damages or to consolidate claims with any other party. This Section survives expiration or termination of this Agreement.
This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. Customer irrevocably consents to the exclusive jurisdiction of the state and federal courts in Monmouth County, New Jersey, for any non-arbitrable claim.
During the term of this Agreement and for two (2) years thereafter, neither party shall directly or indirectly hire, retain, solicit, or induce to leave the other party’s employment any employee with whom the soliciting party had material contact. Breach (uncured within ten (10) days of notice) shall result in liquidated damages equal to the greater of $50,000 or the employee’s prior year compensation, in addition to all other remedies.
Customer acknowledges that ITBD’s ability to provide the Services depends in part on relationships ITBD has established with offshore subcontractors, recruitment partners, training providers, vendors, talent pools, and similar suppliers (each, an “ITBD Resource”), and that ITBD has invested significant time and expense in establishing and maintaining those relationships. Accordingly, during the term of this Agreement and for two (2) years thereafter, Customer shall not, directly or indirectly, and shall cause its Affiliates and personnel not to: (a) contact, solicit, or engage any ITBD Resource first introduced to Customer (or to whom Customer was first exposed) through the performance of the Services, for the purpose of obtaining services similar to or competitive with the Services; or (b) circumvent, bypass, or attempt to circumvent or bypass ITBD by contracting (directly or through any intermediary) with any ITBD Resource for services similar to or competitive with the Services. This Section does not restrict Customer from continuing any pre-existing, documented relationship that demonstrably existed prior to ITBD’s introduction. Customer’s breach of this Section (uncured within ten (10) days of written notice) shall result in liquidated damages equal to the greater of (i) One Hundred Thousand Dollars ($100,000) or (ii) the aggregate annualized fees that would have been payable to ITBD for the scope of Services affected by the breach, in addition to all other remedies available at law or in equity. The parties agree that the harm caused by such breach is difficult to quantify and that the foregoing liquidated damages are a reasonable estimate of such harm and not a penalty. The parties have negotiated and agreed to the foregoing liquidated damages provision in light of the difficulty of ascertaining actual damages and the parties’ mutual desire for certainty. Notwithstanding the foregoing, to the extent of any conflict between this Section 12.3 and the terms of any Addendum, the terms of the Addendum shall control.
Each party shall maintain insurance required by law and this Agreement, including general liability and professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence, and ITBD shall additionally maintain cyber liability / technology errors and omissions insurance, including coverage for data breach response costs, notification costs, and regulatory fines and penalties (to the extent insurable), with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. ITBD will name Customer as an additional insured under its professional liability policy only upon written request and subject to ITBD’s insurer’s approval. Insurance representations specific to AI-driven service delivery are set forth in the AI Services Addendum.
Unless expressly stated in a Service Document, Services are not intended to achieve regulatory compliance for Customer. Customer remains solely responsible for compliance with all laws, regulations, and industry requirements applicable to its business. ITBD’s recommendations do not constitute legal advice. Customer warrants that no law applicable to its business will impede ITBD’s provision of Services or require ITBD to register or report to any regulatory authority, and shall promptly notify ITBD of any such development.
Customer grants ITBD the right to use Customer’s name and logo in ITBD’s marketing materials and on ITBD’s website to identify Customer as a client. Customer may withdraw consent on thirty (30) days’ written notice.
Neither party may assign this Agreement or any Service Document without the other’s prior written consent, except that ITBD may assign without consent to a successor in interest in connection with a merger, consolidation, or sale of substantially all assets, provided the assignee assumes ITBD’s obligations.
Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, natural disasters, terrorism, cyber incidents, labor disputes, or government action.
ITBD may use subcontractors and shall remain responsible for such subcontractors’ performance of the Services in accordance with this Agreement, subject in all respects to the disclaimers, limitations of liability, and other protections afforded to ITBD under this Agreement and the applicable Service Documents. Third-party providers of services or products incorporated into the Services (“Third Party Providers”) are not ITBD’s subcontractors or agents, and ITBD has no liability for their acts or omissions. For clarity, a “subcontractor” is an entity or individual engaged by ITBD to perform a portion of the Services on ITBD’s behalf and under ITBD’s direction, whereas a “Third Party Provider” is an independent vendor whose products or services are passed through, resold, or integrated into the Services but whose performance ITBD does not direct.
Services may be provided, and data accessed or stored, outside the United States. Restrictions on cross-border processing must be communicated to ITBD in writing in advance and may result in additional charges or limitations on Services. Cross-border processing in connection with AI Services is governed additionally by the AI Services Addendum.
In the event of Customer bankruptcy or assignment for the benefit of creditors, Customer agrees to designate ITBD as a “critical vendor” and to take all necessary steps to ensure ITBD receives critical vendor status for the continued provision of Services.
Except for claims relating to non-payment, any claim arising out of this Agreement must be brought within twelve (12) months after accrual or is forever barred.
If any provision is held invalid, the remainder remains in full force, and the invalid provision shall be enforced to the fullest extent permitted by law. No waiver of any term shall be deemed a waiver of any other or subsequent breach unless expressly stated in writing and signed by ITBD. All provisions which by context are intended to survive termination shall so survive, including Sections 3 (as to amounts owed), 5, 5A (Data Security and Breach Notification), 6, 7, 8.3 (Customer Data and AI Model Training), 9, 10, 11, 12.2, 12.3, 12.4 (as to claims arising during the policy period), and the corresponding provisions of any Addendum identified therein as surviving.
Notices may be given by postal mail, overnight courier, or email, and electronic communications satisfy any “writing” requirement. If any deadline falls on a non-business day in Hudson County, New Jersey, it is extended to the next business day. No terms on any purchase order, invoice, or similar document shall apply unless expressly incorporated in a signed Service Document. This Agreement and any Service Document may be executed in counterparts and by electronic means (including DocuSign, scanned copies, or email transmission), each of which shall be deemed an original and together one and the same instrument.
ITBD is an independent contractor; nothing in this Agreement creates a partnership, joint venture, or employment relationship. This Agreement is for the sole benefit of the parties and creates no third-party beneficiary rights. This Agreement, together with all Service Documents, constitutes the entire understanding between the parties and supersedes all prior or contemporaneous agreements, proposals, representations, or understandings.
IN WITNESS WHEREOF, the parties have caused this Master Services Agreement to be executed by their duly authorized representatives.
This page was last updated on: July, 2026.