Master Service Agreement

Service Agreement

This Agreement (“Agreement”) is by and between Infonaligy Partners, Inc. (with its officers, agents, and employees,“Provider”) and (“Client”), as of the date signed below by both parties (the “Effective Date”) and will be in effect for twelve (12) months from said date unless otherwise terminated in accordance with its term. The parties agree as follows:

Hourly Consulting and Support Rates

Unless otherwise agreed in writing, Client agrees to as-needed consulting and/or additional requested services at an hourly rate of $140.00/hour for tiered Support, and $250.00/hr. for CIO/CISO Level Support (as defined in the SOW). CIO & CISO support are charged in 1-hour increments. Labor performed under contracted inclusive hours, project hours or prepaid blocks of hours are billed to the minute.  All ad-hoc tiered support completed outside of a SOW, will be billed at 15-minute increments. 

Normal Business Hours are defined as:  Monday – Friday 8AM – 5PM Central Standard Time

Unless otherwise defined in the SOW, work performed out of hours and on holidays will be billed at 1.5x the normal business hours rate.

Discovery, Implementation of Agents and Management Preparation

Provider will perform discovery on Client’s technical environment, install management agents on designated equipment, and document necessary Client information to support Client at the contracted level.

During the on-boarding and implementation phase, any unknown cost(s) discovered will be discussed with Client and a mutually agreed-upon written change order will be provided.

Requesting Service

IT support access can be requested by emailing helpdesk@infonaligy.com.Please provide a username and phone number where you can be contacted by the IT organization.

The process for obtaining support is:

Email Support Request:

1. Email helpdesk@infonaligy.com
2. In the ticket describe the problem you need resolved, also put in your contact information (full name & phone number; the system will automatically track your email).
3. After you have sent the email you should receive an automated reply within five minutes, which acknowledges the receipt of your email, and informs you that a ticket has been created.
4. Within two standard business hours (M-F 8:00 a.m.–5:00 p.m. Central Time), you should receive a call from a technician who will begin assisting you with the problem to resolution. Customers who purchase 24×7 services will receive a call within the applicable times outlined in the Service Level Agreement defined in the Statement of Work.
5. Upon resolution, the engineer will close the ticket, and you will receive an email notifying you that the support incident has been closed.

In the event your support needs will not allow you to send an email, please see the below information to call in for support.

1. Please call: 469-619-9474, press 2 for Support or designated number.
2. If an engineer does not answer, please leave a voicemail and it will be emailed to a group of engineers who can then respond. They will enter the ticket on your behalf and begin resolving the IT support request.

Provider is not obligated to respond to requests for service via any other means. This includes, but is not limited to, calls placed to, or voicemails left on, Provider’s Employees’ direct extensions and/or cellular telephones or emails sent directly to Provider’s Employees’ email addresses.

Issue Resolution

Provider uses commercially reasonable efforts to conform to an industry-standard response time for calls, emails, and/or online service requests. All service requests shall be responded to within two (2) standard business hours (M–F 8:00 a.m.–5:00 p.m. Central Time).

Issues may be escalated to higher-level engineers to be resolved remotely or escalated to the Provider’s on-site support team to be resolved on-site at Client’s location(s). On-site support may be subject to additional charges depending on the services selected by Client and set forth in the SOW. Provider will advise Client if additional charges will be incurred and the approximate amount of such additional charges.

Service Fees

Monthly and One-Time Fees

All services to be provided by Provider under this Agreement (the “Services”) shall be documented in a written statement of work (“SOW”) agreed to by both parties. Based on the agreed-upon scope of work as set forth in a SOW, Client shall pay Provider a total monthly amount for the performance of all activities necessary for, or incidental to, the performance of work as set forth in the SOW. Work performed over and above the agreed-upon SOW must be approved by Client prior to scheduling.

Payment Terms

The specific fees for Services are set forth herein and/or in an applicable SOW. Any services performed outside this Agreement will be billed at Provider’s then-current rate for the hourly services unless otherwise mutually agreed to in writing by the parties. Client to receive updated Provider rate schedule with each modification of charges/rates.

Pass-Through Expenses

Client shall pay Provider’s reasonable out-of-pocket expenses, including travel expenses, lodging, meals, or other expenses, which may be incurred by Provider in performing Services. Any such “Pass-Through Expenses” will be billed at cost and invoiced monthly.

Leased Hardware and Software

Provider shall lease hardware and software with third-party vendors as required by the scope of Services to be provided to Client (“Leased Hardware and Software”). Provider has complete discretion to select, implement and maintain the required hardware and software. Hardware and software are made available to Client for the duration of the SOW term. Hardware and software may be installed, replaced, or removed during the SOW term at Provider’s discretion. Cost for Leased Hardware and Software is already built into the fees charged by Provider in the SOW and will not require payment by Client except in case of an early termination of Services.

Invoicing Requirements

Provider shall deliver to Client a recurring monthly invoice on the first business day of each month. Each invoice generally will include (1) the Monthly Service fees owed for the current calendar month, (2) any known Pass-Through Expenses for which Client is responsible, and (3) any other applicable charges or fees for the immediately preceding month and other preceding months, including adjustments to the Service fees, with a full explanation of same.

Invoice Payment

Client shall pay the amount reflected on any invoice as owed to Provider no later than net (15) days. Client shall pay a late charge of one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is less, for all undisputed, properly invoiced amounts not paid within forty-five (45) days following Client’s receipt of any such invoice. If Client disputes in good faith all or any portion of the amount due to any invoice, or if Client otherwise requires any adjustment to an invoiced amount, prior to the payment deadline Client must notify Provider in writing of the nature and basis of the dispute and/or adjustment (and, for the avoidance of doubt, no late charge shall be owed for late payment of such disputed amount).The parties shall use their reasonable best efforts to resolve the dispute prior to the payment deadline.

Suspension of Service

If Client fails to pay undisputed amounts owed to Provider under this Agreement when due, then upon at least fifteen (15) business days’ prior written notice to Client, and in addition to any other remedies available at law or in equity, Provider may suspend Services under this Agreement (a “Suspension”) until full payment is made. Notwithstanding the foregoing, (1) Provider may not suspend Services if Client and Provider are working diligently and in good faith to resolve a dispute regarding the amount owed and (2) such Suspension may not include any change or deletion of Client Content. Following a suspension of Service under this provision, and after Client makes full payment to Provider, Provider shall restore the Services after validating that all components to be monitored and/or managed under any applicable Service Attachment comply with Provider’s level of security, updates, and best practices. Client shall pay a “Reactivation Fee” for such restoration equal to $250.00. Provider’s right to suspend Services under this section is in addition to Provider’s right to terminate this Agreement for non-payment.

Volume Changes

During the term of this Agreement, volume of managed devices, sites, lines, desktops, laptops, and other managed devices will change regularly. Resource Unit (RU) volumes will change regularly based on client demand. The method for adjusting chargeable RUs will be set forth in each SOW. Fixed assets and/or software with committed leases or terms procured on behalf of the client may not be reduced except at the end of the lease/term of the originating vendor agreement. Committed Service Fees may be reduced by PCR (Project Change Control) when required based on the specifications in each SOW as agreed by both parties.

Upon contract renewal, the hourly fees provided under this Agreement may be increased based on the prior year’s Consumer Price Index (CPI) rate, subject to the parties’ written agreement to such increase in advance of such renewal.

Taxes

All charges and fees to be paid by Client are exclusive of any applicable sales, use, excise, or services taxes (“Taxes”) that may be assessed on the provision of the Services. If any Taxes assessed on the provision of any of the Services, Client shall pay the Taxes directly to the taxing authority or shall reimburse Provider for their payment. The parties shall cooperate with each other in determining the extent to which any Taxes are owed and shall provide and make available to each other any resale certification, information regarding out-of-state use of materials, services or sales, and other exemption certificates or information reasonably requested by either party.

Independent Contractor

Unless otherwise agreed, Provider will perform all Services solely in Provider’s capacity as an independent contractor and not as employee, agent or representative of Client. Provider will not be entitled to any privileges or benefits that Client may provide to its employees, and Provider will remain responsible for payment of all unemployment, social security, federal income (state and local income where applicable) and other payroll taxes or mandatory assessments imposed by any governmental body on employers regarding those of its employees engaged in the performance of the Services. Neither Provider nor Client, nor their respective employees or agents, are authorized to act or to appear to act as a representative of the other party, whether in performing the Services or otherwise.

Intellectual Property Rights

Any writing or work of authorship, regardless of medium, that is created by Provider and delivered to Client during performance under this Agreement, is and will remain the sole, exclusive property of Provider unless otherwise agreed in writing. To the extent any such deliverable is created and delivered to Client, Provider hereby grants Client a limited, non-exclusive, irrevocable, royalty-free license to use any such deliverables for Client’s internal business purposes only during the term of this Agreement.

Non-Disclosure and Confidentiality

Confidential Information

Each party acknowledges that it and its employees or agents may be exposed to or acquire information that is proprietary or confidential to the other party. Each party shall hold such information in strict confidence and shall not disclose any such information to any third party. Such “Confidential Information” of Client includes, but it is not limited to: (1) any technical information, design, process, procedure, formula, or improvement, as well as any formulae, specifications, designs, business, or work done specifically for the Client; (2) any business plans, customer data, and financial information, regardless of whether such information would be protected under the common law; and (3) all of Client’s information provided to Provider.

Non-Confidential Information

Notwithstanding the preceding provision, Confidential Information does not include:

• Information that at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise.
• Information that either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other.
• Information received from a third party with the right to transmit same without violation of any secrecy agreement with the other party.
• Information that must be disclosed pursuant to court order or by law.

Confidential Agreement

No copy of this Agreement, discussions, negotiations, terms, or conditions relating to this Agreement, or any other information relating to this Agreement, may be disclosed to any third party, except by reason of legal, accounting, or regulatory requirements, without the prior written consent of the parties hereto.

Client Covenants and Obligations

Software Licensing and Support

Client represents that it has title to, license, or rights to use or modify and has license or rights to permit Provider to use, access, or modify any software that Client has requested in writing that Provider use, access, or modify as part of the Services. Provider may refuse to access, use, modify, install, or otherwise support any software products for which Client is unable to produce commercially acceptable proof of proper and sufficient licensing. Provider further may refuse to support any software products that are not covered under an active manufacturer support/maintenance agreement.

Provider Access

Client shall supply Provider reasonable and necessary access to its personnel, appropriate documentation, and records and facilities for Provider to timely perform the Services.

The Campaign Registry (TCR)

The Campaign Registry (TCR) is a global registry of commercial text messaging campaigns designed to improve trust and safety in the messaging ecosystem. Infonaligy acknowledges and agrees that it is required to comply with TCR requirements when sending commercial text messages to its customers. Infonaligy shall comply with all TCR requirements, including but not limited to registering its campaigns with TCR, obtaining opt-in consent from recipients, and including clear opt-out instructions in messages.

• Compliance Requirements: Infonaligy acknowledges and agrees that compliance with TCR requirements is mandatory. Infonaligy shall be responsible for ensuring compliance with all TCR requirements. Infonaligy shall monitor compliance with all TCR regulations and guidelines and shall implement necessary changes to ensure ongoing compliance.
• Responsibility: Infonaligy shall be responsible for registering its campaigns with TCR. Infonaligy shall be responsible for monitoring compliance with all TCR regulations and guidelines. Infonaligy shall be responsible for implementing necessary changes to ensure ongoing compliance with all TCR requirements.
• Consequences of Non-Compliance: Infonaligy acknowledges and agrees that non-compliance with TCR requirements may result in penalties or other legal actions, as well as potential damage to the reputation of both parties. Infonaligy shall indemnify and hold harmless the other party against any claims or losses arising out of or in connection with any non-compliance with TCR requirements.
• Indemnification Provisions: Each party shall indemnify and hold harmless the other party against any claims or losses arising out of or in connection with any breach of this Agreement or any act or omission of the indemnifying party. Infonaligy shall indemnify and hold harmless the other party against any claims or losses arising out of or in connection with any non-compliance with TCR requirements.

Provider Representations

Service Warranty

Provider warrants that the Services will be performed in a professional and workmanlike manner, and that they will be in conformance with the requirements of this Agreement and all applicable regulations and industry best practices. All Services will be deemed to be accepted unless Client notifies Provider in writing within thirty (30) working days after performance that the Services did not conform to this warranty. Provider promptly will correct any non-conformity and will notify Client in writing when the non-conformity has been corrected.

As used herein, (1) “Content” means any and all information, software (including machine images), data, text, audio, video, and images and (2) “Client Content” means any Content that is transferred to Provider in connection with the Services (including but not limited to processing, storage, or hosting by Provider), whether by Client or by any individual or entity authorized by Client, as well as all Content or computational results produced based on or derived from such Content.

Without limiting the generality of the foregoing, Provider shall protect all Client content against accidental, unlawful, or unauthorized loss, access, disclosure, modification, and corruption. Provider shall only store Client’s information in the United States of America at such location(s) as are agreed to in advance by Client in writing .Provider shall always maintain sufficient backups of all Client Content to prevent the loss or corruption of such Client Content. Provider shall not access or use Client Content except as necessary to maintain or provide the Services as requested by Client, or as necessary to comply with the law or a binding order of a governmental body. Provider shall not (1) disclose Client Content to any government or third party or (2) move Client Content to any locations not approved by Client; except in each case as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, Provider shall give Client prompt written notice of any legal requirement or order referred to in this Paragraph.

While working or assigned to a clients location

Security Breach Procedures

Notification of a Security Breach (as defined below) should be reported as soon as practicable, but no later than thirty-six (36) hours after either party becomes aware of any Security Breach suffered.

Immediately following notification of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. Both parties agree to fully cooperate in handling the matter, including: (2) assisting with any investigation; (2) providing physical access to the facilities and operations affected; (3) facilitating interviews with employees, contractors, and agents and others involved in the matter; and (4) making available all relevant records, logs, files, data reporting, and other materials required to comply with any applicable law, regulation or industry standards, or as otherwise reasonably required.

Provider will use best efforts to immediately contain and remedy any Security Breach and prevent any further Security Breach, including taking all action necessary to comply with applicable laws relating to privacy and privacy rights. Without limiting Client’s liability or indemnification obligations, Client shall reimburse Provider for all actual reasonable costs incurred by Provider in responding to, and mitigating damages caused by, any Security Breach, including all costs of notice and/or remediation. Notwithstanding the foregoing, in the event that a Security Breach originates solely as a result of Client’s misconfiguration of one or more of Client’s systems or a Business Email Compromise (BEC) of one of Client’s employees (“Excluded Security Breaches”), Provider shall not be required to reimburse Client in connection with Client’s costs incurred in responding to, or mitigating damages caused by, any such Excluded Security Breaches, and mitigation performed by Provider at Client’s request shall be billed by Provider in accordance with rates published in the SOW.

Provider agrees that it shall not inform any third party of any Security Breach of Client’s systems or Client Content without first obtaining Client’s prior consent, other than to inform a complainant that the matter has been forwarded to Client, or to comply with any applicable law or requirement or guidance of any governmental or regulatory authority. Further, Provider agrees that Client shall have the sole right to determine: (1) whether notice of the Security Breach is to be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law or regulation, or otherwise in Client’s discretion; and (2) the contents of such notice, whether any type of remediation may be offered to affected persons, and the nature and extent of any such remediation.

Provider agrees to maintain and preserve all documents, records, and other data related to any Security Breach for the longer of a period of two (2) years following initial notification of the Security Breach or such period as may be required by applicable law. Storage requests shall be billed by Provider in accordance with rates published in the SOW.

In the event of any Security Breach, Provider shall promptly use its best efforts to prevent a recurrence of any such Security Breach.

As used herein, “Security Breach” means (1) any act or omission that materially compromises either the security, confidentiality, or integrity of the Services or the physical, technical, administrative, or organizational safeguards put in place by Provider, Client, or any third-party provider that relate to the protection of the security, confidentiality, or integrity of the Services; or (2) a complaint, report, or finding of any incident in relation to the privacy or data security practices of Provider, Client, or any of its third-party providers, that upon investigation, provides a reasonable basis to believe that a breach or alleged breach of the security, confidentiality, or integrity of the Services has occurred. Without limiting the foregoing, a material compromise shall include any unauthorized access to, unauthorized disclosure of, or unauthorized acquisition of, the Services.

Business Continuity and Disaster Recovery

Provider offers business continuity and disaster recovery (BCDR) services as outlined in the SOW. Provider maintains, and will continue to maintain, a business continuity and disaster avoidance and recovery plan for restoring its critical business functions IT Services in the event of an interruption or disaster (the “BC/DR Plan”).Provider represents, warrants, and covenants that its BC/DR Plan does and will include, at a minimum, provisions, processes, and procedures to address physical security, fire protection, power supplies, loss of cooling/air conditioning, backup of computer equipment, hardware and software change control procedures, and communication and/or connectivity.

Provider may perform business continuity and disaster avoidance and recovery exercises at least once per year at the discretion of Provider during which Client may implement its BC/DR Plan. Prior to each exercise, Provider will provide Client with reasonable notice thereof and will give Client the opportunity to participate in such exercise.

At the time an actual business interruption or disaster occurs, Provider will implement its BC/DR Plan and will not provide any preferential treatment for individual similarly situated commercial enterprises. Communication of activities during any such events that affect the Services, including notification to Client, will follow normal escalation procedures.

No Hiring

Throughout the term of this Agreement and for a period of one year after the termination or expiration of this Agreement, Client and Provider shall not employ, solicit or offer employment, either directly or indirectly (including without limitation, through the use of any third party) to any current employee of the other, without the prior written consent of the other. Both parties acknowledge that injury resulting from any breach of this provision would be significant and irreparable and that it would be extremely difficult to ascertain the actual amount of damages resulting from such breach. Therefore, in the event either party violates this provision, that party shall pay to the other an amount equal to 150% of the affected employee’s total annual compensation as liquidated damages. The amount of such liquidated damages is not intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to identify, recruit, hire and train suitable replacements for such personnel.

Dispute Resolution

Arbitration Procedure

Provider and Client hereby agree that any dispute, claim, or controversy arising out of or in any way relating to this Agreement shall be resolved exclusively by final and binding individual arbitration by a single neutral arbitrator selected by the parties from the JAMS Resolution Center panel, unless resolved by the parties through a mutual agreement outside of arbitration. Each party will bear its own expenses, but the parties will share equally the costs of the arbitration, which shall be held in Dallas, TX. Notwithstanding the foregoing, claims for preliminary injunctive relief and other pre-judgment remedies may be brought in a state or federal court with jurisdiction over the subject matter and parties.

Period for Bringing Claim

No claims to be resolved may be made more than two (2) years after the date by which the fault or failure should reasonably have been discovered. Failure to make such a claim within a two (2) year period shall forever bar the claim.

Continued Service

Unless Provider is bringing an action for failure to make payments by Client for Services not otherwise in dispute or Client is bringing an action for failure to provide conforming services by Provider, Provider shall continue to provide Services under this Agreement, and Client shall continue to make payments to Provider, in accordance with this Agreement, during the period in which the parties seek resolution of this dispute.

Indemnification

By Provider.

Provider agrees to indemnify, defend, and hold harmless Client and its employees, subsidiaries, affiliates, successors, permitted assigns, and customers (the “Client Indemnified Parties”) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, in connection with any third-party claim or third-party cause of action arising out of, relating to, or alleging: (1) any breach of this Agreement by Provider, whether caused by Provider, any of its affiliates, any third-party provider engaged by Provider, or any employees, contractors, or agents of any of the foregoing; (2) any failure by Provider to maintain any insurance policy or policies to include the coverages set forth in this Agreement; (3) any Security Breach experienced by Provider, any of its affiliates, or any third-party provider engaged by Provider; (4) any gross negligence, fraud, or willful misconduct of Provider, any of its affiliates, any third-party provider engaged by Provider, or any employees, contractors, or agents of any of the foregoing; (5) all or any part of the Services, or Client’s access to or use of all or any part of the Services, infringes, misappropriates, or otherwise violates any third party’s proprietary rights (including but not limited to any infringement or misappropriation of a third party’s patent, trademark, copyright, or trade secret), except to the extent that such claim is based on the combination of the Services with hardware or software provided by Client without Provider’s knowledge or consent; (6) any breach by Provider of its warranties under this Agreement; (7) the failure of Provider, any of its affiliates, any third-party provider engaged by Provider, or any employees, contractors, or agents of any of the foregoing to maintain the confidentiality of Client’s Confidential Information, including but not limited to Client Content; and (8) personal injury caused by the negligence or willful misconduct of Provider, any of its affiliates, any third-party provider engaged by Provider, or any employees, contractors, or agents of any of the foregoing.

By Client.

Client agrees to indemnify, defend, and hold harmless Provider, its employees, subsidiaries, and affiliates, successors and permitted assigns (the “Provider Indemnified Parties”) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, in connection with any third-party claim or third-party cause of action (“Claim”) to the extent such Claim solely arises out of, relates to, or alleges:(1) Client’s improper or unauthorized use of the Services; (2) any breach by Client of its warranties; or (3) personal injury caused by the negligence or willful misconduct of Client, any of its affiliates, or any employees of any of the foregoing; in each case except for Claims subject to indemnification by Provider under this Agreement.

Indemnification Procedures

Each party’s obligations under this Section shall arise only if: (a) the party seeking to be indemnified (“Indemnified Party”) promptly notifies the other party (the “Indemnifying Party”) in writing of any such Action, provided that any delay shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that it was prejudiced by the delay; (b) the Indemnifying Party has sole control of the defense and settlement of such Action, provided that the Indemnifying Party shall not enter into any settlement, without the Indemnified Party’s prior written consent, that would require the Indemnified Party to take any action, or refrain from taking any action, other than permitting the Indemnifying Party to pay money damages on the Indemnified Party’s behalf; and (c) the Indemnified Party fully cooperates with the Indemnifying Party.

Limitation of Liability

Each party’s liability under this Agreement is limited to any actual, direct damages incurred by the other party, and in no event is either party to be held liable to the other party for any punitive damages or claims..

Insurance

Provider and Client shall maintain reasonable and appropriate insurance coverage through their respective carriers. Provider will maintain insurance as detailed in Exhibit A.

Compliance with Applicable Law

Each party shall comply with all applicable law in connection with this Agreement and shall not render the other party responsible or liable for any violation of applicable law by such party. Provider further agrees to commit no act or omission in the treatment, use, or handling of any information or data whatsoever relating to any person that could result in the breach of Provider’s or Client’s policies or Provider’s or Client’s notices concerning the protection and privacy of nonpublic personal information.

Term and Termination

Term

The term of this Agreement begins upon the execution of any SOW. The SOW specifies the beginning date, initial term, and renewal terms for the Services. In the event of a conflict between this Agreement and the SOW regarding Services termination, this Agreement shall prevail. This Agreement shall remain in force for as long as there is an active SOW.

Automatic Renewal

The term for the Services will automatically renew under the SOW unless Client provides a written termination notice at least 30 days prior to term expiration. Once a SOW renews, Client is bound for the entire duration of the renewal period stated in the SOW.

Termination by Provider

Provider may terminate this Agreement without cause upon thirty (30) days’ advance written notice prior to the expiration of the last effective SOW. In the event of a material breach by Client that is not cured within thirty (30) days of Provider providing written notice thereof, Provider may terminate this Agreement effective immediately upon written notice to Client. Provider may not terminate this Agreement for nonpayment of invoiced fees until the conditions outlined in the Invoicing Requirements of this Agreement are met.

Termination by Client

Termination by Client for Cause. If Infonaligy fails to perform a particular Service under this MSA and does not remedy such failure within thirty (30) days following written notice from Client, Client may terminate such Service without any further obligation to Infonaligy except for the payment of accrued but unpaid charges and remaining balance on hardware/software under lease with third-party vendors. If Infonaligy is unable to provide Service for fifteen (15) consecutive days due to a Force Majeure event as defined under that section of this document, Client may terminate the affected Service without liability.

Termination by Client for Convenience. Client may, at any time and without cause, terminate any Service upon thirty (30) days written notice to Infonaligy, provided the following: (1) if Client terminates any Service prior to the applicable Service Commencement Date, Client shall reimburse Infonaligy for all costs of implementation of terminated services; (2) if Client terminates any Service after the applicable Service Commencement Date, Client shall immediately pay Infonaligy all charges for Services rendered, and the monthly amount due for the terminated Services times the number of months remaining on the applicable term. Client acknowledges and agrees that Infonaligy will suffer damages if a Service is terminated prior to the expiration of the Initial Term or any Renewal Term and that the payment is a genuine pre-estimate of liquidated damages that Infonaligy will suffer and not a penalty.

Effect of Service Termination

An early termination (“Early Termination”) means termination before the expiration of: (i) SOW initial term or (ii) SOW renewed term. An Early Termination whether by choice of any of the parties or by force of law implies that:

• Client will be responsible to pay the remaining balance on hardware/software currently under lease;
• Client will be responsible for any hours dedicated to the decommission of all agents and services installed;
• Provider shall, if requested, assist Client in the prompt and orderly termination of Services, including timely transfer of the Services to another designated provider. Termination of this Agreement for any reason by either party shall nullify all access to any software services supplied by Provider (1) upon the completion of the transfer of the Services to another designated provider (if requested by Client) or (2) thirty (30) days following termination if transfer to another designated provider is not requested by Client by such date. Upon reasonable notice of thirty (30) days, Provider will immediately uninstall all affected software from Client-owned devices, and Client hereby consents to such uninstall procedures; and
• Provider does not represent that Client will retain access to leased hardware/software as such access will depend on the terms of the respective lease agreements.

General

Notices

Except as otherwise provided under this Agreement, all notices, demands, or requests to be given by any party to the other party shall be in writing and shall be deemed to have been duly given on (1) upon personal delivery to the party to be notified with signed verification of receipt, (2) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (3) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be accompanied with a separate copy (which does not constitute notice) sent via e-mail. Notices shall be addressed as set forth below:

If to Provider, to:
Infonaligy Partners, Inc.
825 Watters Creek Blvd.
Bldg. M, Suite 200
Allen, TX 75013
Attn: Accounting
E-mail: AP@infonaligy.com

Force Majeure

Neither party is liable for any delay or failure in performance due to any cause that is beyond such party’s reasonable control, and for which it is without fault or negligence, including, but not limited to, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any Force Majeure condition, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers (the “Affected Performance”).Upon the occurrence of a condition described the party whose performance is affected shall give written notice to the other party describing the Affected Performance, and the parties promptly shall confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both parties of such good condition. If this Agreement is terminated in accordance with its terms, then Client shall pay Provider for that portion of the Affected Performance that was completed or that was in the process of being completed through the effective termination date of the Affected Performance.

Waiver

No delay in exercising, no course of dealing with respect to, and no partial exercise of, any right or remedy hereunder will constitute a waiver of any right or remedy, or future exercise thereof.

Assignment

Provider or Client may assign or otherwise transfer its rights, interests and obligations under this Agreement without the consent of the other party in the event of a restructuring, merger, or acquisition. This Agreement is binding upon the parties, their successors and permitted assigns.

Survival

Provider or Client may assign or otherwise transfer its rights, interests, and obligations under this Agreement without the consent of the other party in the event of a restructuring, merger, or acquisition. This Agreement is binding upon the parties, their successors, and permitted assigns.

Amendment

This Agreement may be modified or amended only by a writing signed by both parties.

Governing Law

This Agreement is to be governed by and construed in accordance with the laws of the State of Texas. Jurisdiction and venue for any action arising under this Agreement is exclusively in the state or federal courts located in Collin County, Texas. The parties waive any other choice of venue.

Severability

If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions will remain unimpaired, and the invalid terms or provisions are to be replaced by such valid terms and provisions that most nearly fulfill the parties’ intention underlying the invalid term or provision.