Legal
These Services Terms & Conditions govern the professional services MetroSys delivers — consulting, installation, education, and training. Each engagement is described in a Work Order signed by both parties; together with these terms, the Work Order forms the complete Agreement.
These Services Terms and Conditions (the "T&Cs") apply to the purchase of professional services (the "Services") for the delivery of consulting, installation, education, and training Services by MetroSys, Inc. (a Nevada corporation doing business as MetroSys) and its subcontractors ("MetroSys"). The Services shall be described in a Work Order and signed by both the buyer ("Customer") and MetroSys prior to or upon receipt of a Purchase Order procuring Services.
By ordering or otherwise proceeding with any Services-related transaction with MetroSys, Customer agrees to these T&Cs. The T&Cs and the Work Order together constitute the entire agreement between Customer and MetroSys (the "Agreement"). Each Work Order may also specify, among other things: (i) the time for performance of the Services; (ii) the applicable fees and expenses to be paid to MetroSys for performance of the Services (the "Fees and Expenses"); and (iii) any non-standard or exception to MetroSys' payment terms. In the event of any conflicts between the terms of a Work Order and these T&Cs, the provisions of such Work Order shall govern.
Customer acknowledges that MetroSys' obligations and performance of the Services described in the Work Order are contingent upon Customer complying with the responsibilities set forth below.
2.1Services provided under these T&Cs will be limited to Services specifically described in the Work Order.
2.2MetroSys will provide personnel with the requisite qualifications, expertise, and knowledge to perform the Services in a professional and timely manner.
2.3MetroSys shall have sole discretion over the identity of the personnel delivering the Services and is entitled to replace personnel with equivalently qualified personnel as needed.
2.4MetroSys reserves the right to change, amend, and alter the Services with equivalent or otherwise equal services without prior notice to Customer.
3.1MetroSys personnel have been successfully onboarded prior to the start of this engagement.
3.2The Services shall be performed in a skilled and workmanlike manner. MetroSys shall assign only those employees or subcontractors who have the requisite experience, knowledge, training, and capability to provide the Services hereunder. If at any time Customer determines that an assigned individual can no longer contribute toward the successful completion of the Services, Customer may request MetroSys to immediately dismiss the individual from performing the Services and to supply a replacement with equal or better credentials within a reasonable time period.
3.3Any personnel designated for skills transfer will be available on the schedule agreed upon between Customer and MetroSys during the engagement.
3.4Customer will:
3.4.1Provide a Project Lead and a Technical Lead as a point of contact for MetroSys during performance of the Services. Changing of Customer Project Leads or other key personnel may result in additional fees and will follow the change order process.
3.4.2Empower selected individuals to make decisions on behalf of Customer and ensure that a quorum of decision makers participates in the project and attends specific meetings where decision-making is required.
3.4.3Provide MetroSys with access to appropriate Customer personnel (with the relevant skill and knowledge) and facilities of Customer, and shall notify MetroSys personnel in writing of any special health and safety hazards of which Customer is or has become aware which may exist or arise at the Customer site, which may affect MetroSys personnel and/or the performance of Services and Deliverables listed herein.
3.4.4Provide a safe working environment free of any form of harassment, violence, or retaliation, and follow OSHA, CDC, and/or any other health standards to protect the safety, health, and well-being of MetroSys personnel.
3.4.5Supply MetroSys with a professional workspace and/or network access to provide the Services.
3.4.6Provide MetroSys in writing with any restrictions or requirements regarding the MetroSys consultant's use of personal equipment in advance of the commencement of the project.
3.4.7Respond to all information requests within a reasonable period of time, so as not to delay the project, which may result in additional fees.
3.4.8Grant access to building(s) and room(s) as necessary to complete the Services (which may include use of escort) that are suitable and safe work areas for MetroSys personnel.
3.4.9Complete prerequisites, responsibilities, and dependent tasks within the agreed-upon delivery schedule.
3.5Customer is responsible for providing and scheduling any system maintenance window(s) as needed by MetroSys.
3.6MetroSys may subcontract any or all portions of the Services, provided that MetroSys shall impose on such subcontracted individuals or companies the same obligations as those under the Work Order.
3.7All scheduling is dependent upon the availability of MetroSys resources.
3.8MetroSys shall make reasonable efforts to meet Customer's requested time schedule; however, MetroSys' standard resource lead time is two (2) weeks from the later of the execution of the Work Order or Purchase Order.
3.9If Customer delays, cancels, or reschedules Services less than ten (10) business days prior to scheduled dates, Customer may incur a delay of up to two (2) weeks to reschedule. The risk of delay can progressively increase if additional resources are required. Furthermore, Customer may incur additional consulting time and travel expenses for the canceled/rescheduled Services dates.
3.10As it pertains to pre-paid future Services, if through no fault of MetroSys the Customer has not utilized Services within twelve (12) months of purchase, MetroSys shall provide Customer with thirty (30) days’ written notice before terminating such Services. Upon termination under this Section 3.10, the prepaid amount for unused Services shall be forfeit, with no refund or liability to MetroSys.
4.1Subject to Sections 12 (Limitation of Liability) and 13 (Indemnity), MetroSys is not responsible for loss or corruption of Customer data or for system downtime, except to the extent caused by MetroSys’ negligence or willful misconduct. Customer is responsible for maintaining current backups of its systems and data prior to and during MetroSys’ performance of Services.
4.2Unless otherwise specified in the Work Order, it is Customer's responsibility to ensure that complete backups of any data have been made prior to the commencement of Services and will be done periodically throughout the lifecycle of the engagement. MetroSys assumes no responsibility for lost data.
4.3Software specifications are not included in the Work Order. Unless specifically addressed in the Work Order, it is assumed that all software required to complete the Services will be on location prior to the start of Services. MetroSys may, at its discretion, provide any additional software not already in use.
4.4MetroSys personnel will have access to all software and original product documentation required to perform the Services specified in the Work Order.
4.5Customer will provide all hardware and/or software and licensing required to perform the Services, including ensuring that all wiring, hardware, and software required to perform the Services are in working order.
4.6Customer will supply MetroSys personnel with the necessary administrative usernames and passwords, including root access, to all systems required to successfully complete the Services.
4.7If requested by MetroSys, Customer will provide MetroSys resources remote access to Customer's IT environment with access to in-scope devices from a secure remote location. When appropriate, MetroSys will complete all project work remotely (a) over desktop sharing sessions with Customer resources, or (b) over a VPN connection with MetroSys resources.
4.8MetroSys personnel will have unfettered access to systems in scope and to the Internet to successfully complete the Services.
4.9All in-scope systems are in good health with no current fault conditions, except as noted in the Work Order.
4.10All in-scope hardware and operating systems version combinations are supported by their respective manufacturers.
4.11All in-scope systems must have an active and current maintenance and support contract.
4.12Customer is responsible for decommissioning and data erasure for legacy systems in scope unless noted in the Work Order.
4.13Project delays resulting from Customer's custom-configured or specialized hardware, software needing modification by the manufacturer, or from unforeseen issues with the Customer's infrastructure, hardware, backup/storage capabilities, third-party software, security settings, staff, or vendors are the responsibility of the Customer and may result in additional fees.
4.14Upon finalization and acceptance of solution architecture, subsequent changes or remediation to the solution may incur additional fees and the Change Request process will be initiated.
4.15Changes or remediation to the implemented solution architecture may incur additional fees and the Change Request process will be initiated.
4.16MetroSys personnel are responsible for all console activity for in-scope systems, leveraging input devices such as mouse and keyboard to issue commands for project efficiency. At times, MetroSys personnel may request Customer or partner to execute these tasks. If Customer elects to take on these tasks leveraging system input devices, time allotted for Knowledge Transfer will be used. If there are no remaining Knowledge Transfer hours, additional fees may be incurred and the Change Request process will be followed.
4.17Customer will use its best efforts to:
4.17.1Provide documentation that is accurate, complete, and up-to-date.
4.17.2Provide moving equipment at the time of implementation (i.e., dollies, carts, et al.).
4.17.3Provide application ownership, outage windows, and cutover scheduling requirements for all in-scope systems and data sets.
4.17.4Establish its own backup policies.
4.17.5Provide network name management such as DNS, DFS, embedded/hard-coded paths, login scripts, and support for legacy host names.
4.17.6Ensure data center environmental requirements are in place at identified site(s) for system(s) in preparation for systems in scope, including but not limited to:
The following are the prerequisites that must be performed by Customer to allow MetroSys to successfully begin this engagement.
5.1MetroSys is provided with a completed and signed copy of the Work Order.
6.1In the course of performing Services, each party may receive or have access to information of the other party that is identified as confidential or that, by its nature, would reasonably be understood to be confidential (“Confidential Information”). Confidential Information includes, without limitation, technical information, business plans, customer lists, pricing, system architectures, network configurations, source code, security credentials, personnel information, and the existence and terms of this Agreement.
6.2Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only as necessary to perform its obligations under this Agreement; (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (d) limit disclosure of Confidential Information to those of its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.
6.3Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure without confidentiality obligations; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligations.
6.4If a party is compelled by law, court order, or governmental authority to disclose Confidential Information, that party shall, to the extent legally permitted, give the disclosing party prompt prior written notice and reasonable assistance to enable the disclosing party to seek a protective order or other appropriate remedy.
6.5The obligations in this Section 6 shall remain in effect for five (5) years following termination of this Agreement, except that obligations relating to information constituting trade secrets shall remain in effect for so long as such information retains its trade-secret status under applicable law.
MetroSys reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, service adjustments, or service enhancements, as well as to modify this Agreement (or any portion thereof) with thirty (30) days’ notice.
Customer may request, in writing to MetroSys, modifications to this Agreement (or any portion thereof). MetroSys will implement any reasonable requested modifications within 30 days of receiving such written request from the Customer.
MetroSys reserves the right to refuse or suspend service under this Agreement in the event Customer has failed to pay any invoice within thirty (30) days of said invoice date, whether it be an invoice for services provided under this Agreement or any other agreement between the parties.
Termination for cause. Either party may terminate this Agreement and any Work Order upon ninety (90) days’ written notice if the other party:
If either party terminates this Agreement, MetroSys will assist Customer in the orderly termination of services, including timely transfer of services to another designated provider. MetroSys acknowledges that all Customer data and information stored on Customer-owned hardware is the sole property of Customer. If this Agreement is terminated, all Customer data and information will be returned to Customer in a usable format. Customer agrees to pay MetroSys the actual costs of providing such assistance. MetroSys will also provide Customer with a final set of monthly reports on Customer’s IT environment.
7.5Termination for Convenience. Either party may terminate this Agreement or any Work Order for convenience upon sixty (60) days’ written notice to the other party. Upon termination for convenience by Customer, Customer shall pay MetroSys for all Services satisfactorily performed through the effective date of termination, plus any non-cancellable third-party costs MetroSys has reasonably committed to in connection with the Services. Upon termination for convenience by MetroSys, MetroSys shall cooperate fully in transitioning the Services to Customer or Customer’s designated replacement provider in accordance with this Section 7.
8.1Travel expenses are not included in pricing unless specifically stated in the Work Order.
8.2Travel expenses must be approved by Customer in advance in writing.
8.3Travel will be billed at passthrough rates.
8.4Travel is defined as anything that requires an overnight stay or beyond a 100-mile radius of the MetroSys resource’s home office.
8.5Travel expenses shall be covered and based on MetroSys’ Travel & Expense Guidelines.
8.6Travel time that requires air travel is billable gate-to-gate.
8.7Customer will be billed for any travel with prior approval from Customer.
8.8For fixed-fee engagements, any related expenses are included unless otherwise outlined in the Work Order. If T&E fees are outlined and incurred for fixed-fee engagements, MetroSys will invoice Customer monthly for the expenses, and Customer will pay such fees in accordance with MetroSys’ payment terms.
If any changes are required to the scope of the Services and/or Deliverables after the Commencement Date, then any such changes will be handled via the change control process set out in this section.
9.1The parties will use a change request form as agreed between the parties to document requested changes (“Change Request”).
9.2“Change” refers to any changes to the scope of the Services, Deliverables, Assumptions, Responsibilities, terms of acceptance, and/or other sections of the Work Order. A Change may or may not have impact on costs and/or schedules as originally defined. No work will be undertaken by MetroSys which has not been agreed in advance in accordance with the change control process outlined below. Until such time as a Change is agreed in accordance with the agreed change control procedure set out below, MetroSys and/or Customer shall continue to deliver the Project, Deliverable, or Service as if the Change Request had not been made.
9.3At any time, Customer or MetroSys may request a Change. Neither party shall unreasonably withhold or delay processing or agreeing to a specific Change. The process to be followed is defined in this section.
9.4The requester of a Change must submit the Change Request including at least the information set out below through their project manager, to the counterpart project manager. The minimum information required is:
9.4.1A description of the proposed Change including any additional work to be performed and identification of any specific changes to Deliverables.
9.4.2The reason for the proposed Change.
9.4.3Any special conditions for acceptance of the Change.
9.5Where Customer submits a Change Request, MetroSys will carry out a preliminary assessment of the Change Request and return a preliminary evaluation to the Customer project manager. This preliminary evaluation will contain:
9.5.1A preliminary assessment of the impact of the requested Change.
9.5.2A statement as to whether the requested Change can be included in the current scope. The assessment will include an initial estimate of the time required and the grade of personnel to be involved. Should additional charges be payable due to scope change, this will need to be agreed with the Customer.
9.5.3A preliminary estimate of the timetable to complete the Change process and the timetable to implement the Change.
9.6If the Customer project manager agrees to proceed with the preliminary assessment provided by MetroSys, then MetroSys will complete a full assessment of the Change Request as follows:
9.6.1A statement of the impact of the Change including identification of all impacted components of the Services and any other impacts to associated elements.
9.6.2An estimate of the timetable to implement the Change.
9.6.3An estimate of the resultant changes.
9.6.4A statement of how acceptance of the Change will take place, if this is separate or different from the provisions already made.
9.6.5A statement of the validity period for the Change to be accepted and agreed.
9.7The assessment of the Change Request will then be delivered to the Customer project manager. If any additional resources are needed or if any amendments to the project scope are requested, MetroSys will provide a Project Change Request (“PCR”), which will be submitted to Customer for approval. In addition, MetroSys will prepare a budget and/or schedule change request and forward it to Customer for approval.
10.1Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, epidemic or pandemic events, acts of government, war, terrorism, civil unrest, labor disputes or strikes, supply chain disruptions, carrier delays, telecommunications or utility outages, or unavailability of materials or services through regular sources (each, a “Force Majeure Event”).
10.2The affected party shall notify the other party in writing within ten (10) business days of the Force Majeure Event, describing the event and its expected duration, and shall use commercially reasonable efforts to resume performance.
10.3If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Work Order upon written notice without liability, except that MetroSys shall refund Customer any prepaid amounts for Services not yet performed.
11.1Service Warranty. MetroSys warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards by qualified personnel and in substantial conformity with the specifications set forth in the applicable Work Order. This warranty shall extend for a period of thirty (30) days following completion of the Services or any defined milestone within the Services.
11.2Warranty Remedy. In the event of a breach of the warranty in Section 11.1, Customer shall notify MetroSys in writing within the warranty period, describing the breach with reasonable specificity. As Customer’s sole remedy and MetroSys’ entire obligation for any breach of the warranty in Section 11.1, MetroSys shall, at its election: (a) re-perform the deficient Services at no additional charge; or (b) if re-performance is not commercially reasonable, refund the fees paid by Customer for the deficient portion of the Services.
11.3 DISCLAIMER OF OTHER WARRANTIES. THE WARRANTY IN SECTION 11.1 IS METROSYS’ SOLE WARRANTY WITH RESPECT TO THE SERVICES. METROSYS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
11.4Service Levels. Where a Work Order specifies service-level commitments (such as response times, availability targets, or resolution targets) (collectively, “Service Levels”), MetroSys shall use commercially reasonable efforts to meet such Service Levels. Service-level credits, remedies, or penalties (if any) shall be as set forth in the applicable Work Order. The remedies provided in the Work Order for failure to meet Service Levels shall be Customer’s sole and exclusive remedy for such failure.
11.5Excused Performance. MetroSys’ obligations under Sections 11.1 and 11.4 shall be excused to the extent any deficiency or failure to meet a Service Level is caused by: (a) Customer’s failure to perform its obligations under this Agreement, including without limitation the responsibilities in Section 3.4 and Sections 4.5 through 4.17; (b) Customer’s specifications or instructions; (c) Customer’s environment, infrastructure, or third-party products; (d) modifications made to deliverables by anyone other than MetroSys; or (e) a Force Majeure Event.
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS TO THE CONTRARY CONTAINED HEREIN OR IN THE APPLICABLE WORK ORDER, EACH PARTY’S MAXIMUM LIABILITY FOR DAMAGES TO THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES HEREUNDER, WHETHER IN CONTRACT OR IN TORT (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF SERVICES PAID BY CUSTOMER UNDER THE APPLICABLE WORK ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS, LOST OR CORRUPTED DATA, OR PUNITIVE LOSS, DAMAGE, OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THESE TERMS.
The parties acknowledge that the limitations of liability in this Section 12 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties. MetroSys would not have entered into this Agreement or offered the pricing contained herein without these limitations.
13.1General Indemnity. Each party shall indemnify, defend, and hold harmless the other party, its officers, directors, managers, employees, principals (partners, shareholders, or holders of an ownership interest, as the case may be), and agents, from and against any third-party claims, demands, loss, damage, or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of the indemnifying party, its personnel, or agents in connection with the performance of the Services hereunder.
13.2Intellectual Property Indemnity by MetroSys. MetroSys shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that any deliverable created by MetroSys specifically for Customer under a Work Order infringes a U.S. patent, copyright, or trade secret of a third party, and shall pay any damages or settlement amounts finally awarded against Customer. Customer’s sole remedy and MetroSys’ entire obligation in connection with such claims shall be, at MetroSys’ election: (a) procure for Customer the right to continue using the deliverable; (b) modify the deliverable so it is non-infringing while preserving substantially equivalent functionality; or (c) refund the fees paid for the affected deliverable.
13.3Limitations on IP Indemnity. MetroSys’ obligations under Section 13.2 do not apply to the extent any infringement claim arises from: (a) Customer’s specifications or instructions; (b) modifications to the deliverable made by anyone other than MetroSys; (c) use of the deliverable in combination with any product, software, or service not supplied or recommended in writing by MetroSys; or (d) Customer’s use of the deliverable after MetroSys has provided a non-infringing alternative.
13.4Customer IP Indemnity. Customer shall defend, indemnify, and hold harmless MetroSys from any third-party claim alleging that Customer’s specifications, materials, or instructions provided to MetroSys infringe any third-party intellectual property right.
13.5Indemnity Claims Process. Either party (the “Indemnitor”) will be responsible for indemnifying the other party (the “Indemnitee”) only if: (a) the Indemnitee notifies the Indemnitor promptly in writing, not later than ten (10) days after the Indemnitee receives notice of the claim (or sooner if required by law); (b) the Indemnitor has sole control of the defense and any settlement negotiations; and (c) the Indemnitee provides the Indemnitor with information, authority, and assistance the Indemnitor needs to defend against or settle the claim. When settling or compromising any claim, the Indemnitor will not, without the Indemnitee’s written approval, make any admissions of fact that expose the Indemnitee to the imposition of punitive damages or other claims that are not covered by the indemnification.
14.1During the term of this Agreement, MetroSys shall maintain at its own expense the following insurance coverage:
14.1.1Commercial General Liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 in aggregate;
14.1.2Professional Liability (Errors and Omissions) insurance with minimum limits of $1,000,000 per claim and $1,000,000 in aggregate, covering MetroSys’ performance of professional services;
14.1.3Workers’ Compensation insurance as required by applicable state law, and Employer’s Liability insurance with minimum limits of $1,000,000 per accident; and
14.1.4Cyber Liability insurance with minimum limits of $1,000,000 per occurrence covering data breach, network security, and privacy incidents.
14.2Upon written request, MetroSys shall provide Customer with certificates of insurance evidencing the coverages required in Section 14.1. MetroSys shall use commercially reasonable efforts to provide thirty (30) days’ written notice to Customer of any cancellation or material reduction in coverage.
THE T&CS AND THE WORK ORDER(S) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDE ANY AND ALL OTHER PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. ANY CHANGES TO THE PROVISIONS STATED HEREIN IN ANY OTHER WRITING MUST BE MUTUALLY AGREED UPON AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY.
16.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
16.2Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California for any dispute arising out of or relating to this Agreement. Each party waives any objection to personal jurisdiction or venue in such courts.
16.3Pre-Litigation Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives of both parties for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved within that period, either party may pursue judicial remedies available under this Agreement.
16.4Attorneys’ Fees. In any legal proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and litigation expenses from the non-prevailing party.
This Agreement shall be binding upon the parties and their respective successors and permitted assigns, and may not be assigned by either party without the written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets without the other party’s consent. Any attempted assignment in violation of this Section is void.
18.1Notices. All notices required or permitted under this Agreement shall be in writing and delivered by: (i) personal delivery; (ii) overnight courier; (iii) certified mail, return receipt requested; or (iv) email with confirmation of receipt, addressed to the party’s designated representatives as set forth in the applicable Work Order or as otherwise notified in writing. Notices are effective upon receipt.
18.2Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to act on the other’s behalf except as expressly set forth in this Agreement.
18.3Waiver. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce such provision in the future. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
18.4Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.
18.5Survival. Provisions of this Agreement that by their nature are intended to survive termination — including without limitation Sections 6 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnity), 16 (Choice of Law and Venue), and 18 (General Provisions) — shall survive termination of this Agreement.
18.6Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature. Each counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement. The parties agree that electronic signatures are legally valid, effective, and enforceable to the same extent as original ink signatures.
18.7Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.
18.8Construction. This Agreement has been negotiated by the parties and shall not be construed against either party as the drafter.
If you have questions about scope, change control, travel terms, or how a specific clause applies to your engagement, we’d rather have the conversation up front than at dispute time.
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