Client shall provide SAV with instructions for the disposition of Client’s Data at least 10 business days prior to the termination of this Agreement. See the full standard update from the FASB here. Notwithstanding anything to the contrary in this Agreement, SAV will not be required to keep confidential, and may use or license without restriction, any ideas, concepts, know-how or techniques related to information processing which are developed by SAV in the performance of Services. This Agreement defines the standard terms and conditions under which SAV agrees to provide the Services defined below to the Client. Client may terminate this Agreement before the end of the Term without liability (except for amounts due for Services provided up to the effective date of the termination) if SAV: (a) fails to provide the Services in accordance with the terms of this Agreement, such failure causes material harm to Client and SAV does not cure the failure within 10 days of receipt of notice in writing from Client describing the failure in reasonable detail; or (b) materially violates any other provision of this Agreement and fails to cure the violation within 30 days of receipt of notice in writing from the Client describing the violation in reasonable detail. All Data supplied by Client related to the performance of a Service remains Client’s exclusive property. 1. (650) 667-4600, 1825 Quebec St. - Suite 205 Vancouver, BC V5T 2Z3. (e) “Intellectual Property Rights” means all right, title and interest in and to any and all intellectual and industrial property, including: (a) any and all patents and applications therefore; (b) any and all inventions, trade secrets, design, methods, processes and know-how; (c) any and all copyrights, copyrights registrations and applications therefore, and all other rights corresponding thereto throughout the world; (d) any and all trade names, corporate names, logos, common law trademarks, trademark registrations and applications therefore; and (e) any and all computer programs, applications or Software whether in source, object or executable code and any proprietary rights in such programs, applications or software, including documentation and other materials or documents related thereto. If Client wishes to dispute an amount that has been invoiced by SAV, it will none the less make payment on the Due Date to SAV as invoiced. Atlanta, GA 30346. (3) Change Orders. On the other hand, Accounting Standard Update (ASU) 2015-05 simplifies accounting for cloud computing contracts, by providing clarity on an issue that has been a source of confusion for some time. (2) Under no circumstances is SAV liable for damages of third parties claims against Client for any reason, or for special, punitive, indirect, incidental or consequential damages, including but not limited to lost profits, lost business revenue or failure to realize expected savings, even if Client has informed SAV of possibility thereof, or for any liability to Client with respect to anything done or omitted to be done in accordance with the terms of this Agreement or instructions properly received pursuant to this Agreement, if done in good faith and with reasonable care and without wilful or wanton misconduct on SAV’s part. (4) No claims or actions regardless of form may be brought by Client more than twelve months after the facts giving rise to such claim or action have occurred, regardless of whether those facts by that time are known to, or ought reasonably to have been discovered by Client. (1) Term. On obtaining the Client’s written signature to the Change Order, the Change Order will become part of the Service Schedules. SAV recommends that Client make its own arrangements to regularly backup all Data files and has no liability if any precautionary backups made by SAV fail in whole or in part. (2) This Agreement constitutes the entire agreement between the parties concerning all the matters herein and supersedes all prior agreements, understandings, letters of intent, negotiations and discussions between the parties, whether oral or written. The changes to accounting for cloud computing arrangements should offer some relief for accountants. On the other hand, Accounting Standard Update (ASU) 2015-05 simplifies accounting for cloud computing contracts, by providing clarity on an issue that has been a source of confusion for some time. (5) Assignment and Enurement. A Change Order must be in writing and signed by each party in order to be effective. SAV will be entitled to suspend the Service without liability if (a) SAV, acting reasonably, believes that the Service is being used in violation of this Agreement or any applicable law; (b) Client is in breach of any material term of this Agreement including, without limitation, failing to pay invoiced amounts in full within 30 days of the Due Date (defined in section 5(1) below); or (c) SAV is requested to do so by any law enforcement or governmental agency. In no event will SAV’s cumulative liability for damages for all claims relating to a Service during any calendar year exceed the charges paid by Client to SAV for that Service during that calendar year. Subject to Part 11 of this Agreement, SAV will indemnify and hold harmless Client its affiliates, and their respective shareholders, directors, officers, agents and employees from and against any costs, losses, claims, damages, judgments, penalties, liabilities, expenses and other amounts of any kind or nature whatsoever (including reasonable legal fees and expenses) arising out of or related to or resulting from action taken or permitted to be taken by Client in good faith in reliance on instructions or orders received from SAV as to anything arising in connection with Client’s performance of its obligations under this Agreement. If SAV commences any Services prior to the signing of the related Service Schedule, Client agrees to pay SAV charges for such Services in accordance with the terms of the Service Schedules or any amendments in writing thereto. To give some better clarity on how to evaluate contracts, let’s walk through an example. The arbitrator is authorized to include in his or her determination or award an award in favor of either party in respect of any costs incurred in connection with or in respect of the arbitration, including the cost of the arbitrator and the arbitration and all legal and other professional costs and disbursements and although such an award must be made on a judicial basis, it need not be based on any court-approved tariff bases and may be on a complete indemnity basis. (3) Payment by Credit Card. Download as PDF; Download as Word Doc; Download as HTML; Customize and Download; Customize and Send for Signing. Master Service Agreement . 1 Form Master Services Agreement MSA Contract No.__ This contract number must be shown on all POs and invoices. In this Agreement, unless otherwise expressly defined or the context otherwise requires: (a) “Agreement” means this services agreement, any Service Schedules and all related amendments. (4) Right to Subcontract. 3 Ravinia Drive NE The term and any renewal terms (collectively, the “Term”) relating to the Services provided by SAV to the Client under this Agreement are as specified in the Service Schedule.
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