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Paladin Data Systems Corporation Master Professional Services Agreement

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This Master Professional Services Agreement (the “MPSA”) is effective between You and Us as of the date of Your acceptance of the Statement of Work (“SOW Effective Date”) The Parties agree as follows:
1. Definitions
IN addition to the terms defined elsewhere in this MPSA the following terms have the following meanings:
1.1 “Party or Parties” means either We, Us, or Our, as well as You or Your individually or collectively.
1.2 “Service or Services” means work to be performed on a Statement of Work.
1.3 “Third Party” means any entity or individual other than We, Us, or Our, as well as You or Your.
1.4 “We,” “Us” or “Our” means the Paladin Data Systems Corporation.
1.5 “You” or “Your” means the company or other legal entity for which You are accepting this MPSA.
2. Services
We will provide to You the Service specified on Our standard statement of work (“SOW”) or Your purchase order (PO) executed by both Parties, under the terms of this MPSA. Each SOW or PO will specify the Services and applicable fees, and will be governed by the terms of this MPSA. To the extent that the terms and conditions of any SOW or any PO entered into between the Parties conflict with or are inconsistent with the terms and conditions of the MPSA, the terms and conditions of this MPSA will control.
3. Fees for Services
Unless otherwise specified in the applicable SOW or PO, Services will be provided to You on a time and material basis (“T & M”). Rates must be specified on the SOW. If a dollar limit is stated in the applicable SOW or PO, the limit will be deemed an estimate for Your budgeting and Our resource scheduling purposes; after the limit is expended, We will continue to provide the Services on a T & M basis if a SOW or PO for continuation of the Services is signed by the Parties.
4. Incidental Expenses
Unless otherwise stated in a SOW or PO, You will reimburse Us for reasonable travel, communications, and out-of-pocket expenses incurred in conjunction with the Services.
5. Invoicing and Payment
We will invoice You monthly, unless otherwise expressly specified in a SOW or PO. Charges will be payable within 15 days of invoice date and will be deemed overdue if they remain unpaid thereafter. All overdue invoices are subject to an interest charge of 1.5% per month.
6. Taxes
The charges do not include taxes. If We are required to pay any federal, state, or local taxes based on the Services provided under this MPSA, the taxes will be billed and paid by You; this will not apply to taxes based on Our income.
7. Term and Termination
(a) The term of this MPSA will begin as of the Effective Date and, unless earlier terminated in accordance with this Section, will continue until the 12-month anniversary of the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this MPSA will automatically renew for successive periods of 12 months each (each such 12-month period a “Subsequent Term,” and, collectively with the Initial Term, the “Term”) until either Party gives the other Party at least 14 days’ prior written notice of termination of the MPSA (such written notice a “Termination Notice”).
(b) Either Party may terminate this MPSA at any time, for any reason or no reason, by providing the other Party with at least 14 days’ prior written notice. Either Party may terminate any SOW or PO entered into hereunder at any time, for any reason or no reason, by providing the other Party with at least 14 days’ prior written notice.
(c) Any SOW outstanding at the time of termination of the MPSA will continue to be covered while that SOW is effective by this MPSA as if the MPSA had not been terminated.
(d) Upon any termination of this MPSA or any SOW or PO, You are only liable to pay for Services performed and liabilities incurred prior to the termination date (less all progress payments received by Us before termination, if any). If the fee set forth in the SOW or PO is a fixed amount, You will pay the fee to the extent the Services are complete.
8. Warranty
We warrant the Services will be performed consistent with generally accepted industry standards.
9. Limitations on Warranty
10. Exclusive Remedy
For any breach of the above warranty, Your exclusive remedy, and Our entire liability, will be the re-performance of the Services. If We are unable to re-perform the Services as warranted, You will be entitled to recover the fees paid to Us for the deficient Services. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGES.
11. Relationship between the Parties
We are an independent contractor; nothing in this MPSA will be construed to create a partnership, joint venture, or agency relationship between the parties. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each Party will maintain appropriate worker’s compensation for its employees, as well as employment related taxes.
12. Authority to Enter Into Agreement
Each Party to this MPSA has the authority to enter into and form this MPSA. The individuals signing the MPSA have the authority to act as agents of their respective organizations. Each Party acknowledges that they have read this MPSA and will abide by it.
13. Force Majeure
Neither Party will be considered to be in default of this MPSA as a result of events beyond their reasonable control. For purposes of this MPSA, such acts will include, but are not limited to, acts of God, catastrophe, or other “force majeure” events beyond the Parties’ reasonable control.
14. Assignment of Agreement
You may not assign the MPSA or its responsibility for payments to any organization, without written approval by Us. We may not assign its responsibilities for performance under the MPSA to any organization without written approval of You.
15. Hold Harmless Indemnity
You assert You possess all the rights and interests in the Third Party licensed software necessary to enter into this MPSA, and will indemnify and hold Us, its agents and employees harmless from any loss, damage or liability for infringement of any United States patent right or copyright with respect to the use of the Third Party licensed software; provided that You are notified in writing within ten calendar days of suit or claim against Us, that We permit You to defend, compromise or settle said claim of infringement and give You all available information, assistance and authority to enable You to do so, provided Us fully observes all the terms and conditions of this MPSA.
16. Confidentiality and Non-Disclosure
Except as legally required, the Parties agree that neither Party will directly or indirectly disclose or use any Confidential Information without prior written permission from the other Party.

“Confidential Information” means any type of confidential or proprietary information or material disclosed to or known by the recipient of such information (“Recipient”) as a consequence of or through its relationship with the Party disclosing such information, and consisting of information conceived, originated, discovered, or developed in whole or in part by Recipient, which is not part of the public domain or otherwise generally available to the Recipient from independent sources, including but not limited to information which relates to research, development, trade secrets, know-how, inventions, technical data, hardware, software, source codes, object codes, manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business labs or strategies, and information entrusted by a Third Party to the Party disclosing such information.
17. Nonsolicitation of Employees
During the period that this MPSA is in effect and for a period of six months after termination or expiration thereof, each Party agrees not to solicit for employment any technical or professional employees of the other Party assigned to work on the Services without the prior written approval of the other Party.
18. Insurance and Risk of Loss
You bear all responsibility for damages to Your equipment and facilities.
19. Possession of Software, Software Enhancements and Documentation
We will be entitled to exclusive possession of all software enhancements to non- Paladin Data Systems Corporation owned software products, documentation relating to such software and enhancements and other intellectual property developed pursuant to this MPSA until all funds due from You are paid in full. Our exclusive right to possession will continue until full payment is received regardless of ownership rights in the software. We will retain all rights and ownership of all software enhancements to Paladin Data Systems Corporation owned software products. You expressly agree to Our possessory lien on all software, software enhancements, documentation, and intellectual property developed by Us.
20. Survival of Rights
The rights and responsibilities of sections 15, 16 and 17 will survive the termination of this MPSA.
21. Severability
All provisions of this MPSA are severable and no provision hereof will be affected by the invalidity of any other such provision.
22. Governing Law; Attorney’s Fees; Venue
This MPSA will be governed by and construed in accordance with the laws of the state of Washington. In the event of a dispute over this MPSA, the prevailing Party will recover its reasonable attorneys’ fees and costs from the breaching Party. Venue will be in Kitsap County, Washington.
23. Entire Agreement
This MPSA constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this MPSA. Neither this MPSA nor a SOW or PO may be modified or amended except in writing signed by a duly authorized representative of each Party: no other act, document, usage, or custom will be deemed to amend or modify this MPSA, a SOW, or PO. It is expressly agreed that any terms and conditions of PO will be superseded by the terms and conditions of this MPSA and the applicable SOW.


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