CompassMSP Master Service Agreement

Last updated: August 22, 2024

This MASTER SERVICES AGREEMENT (this “Agreement”), dated as of 04/01/2024 (the “Effective Date”), sets forth the terms and conditions upon which CompassMSP, LLC, a Delaware limited liability company with its principal place of business located at 67 Prospect Avenue, Suite 202, West Hartford, CT 06106 (“Compass”) shall provide the undersigned client (“Client”) with certain professional services.

Client desires to retain Compass for the performance of, and Compass desires to provide, the services described hereunder and described in one or more Statements of Work to be signed by the parties, including, without limitation, certain managed services (each, a “Statement of Work”).

1. Services

a.) Compass shall provide those services expressly described in the Statement of Work (the “Services”). Each Statement of Work executed by the parties is hereby incorporated herein by reference. To the extent that any terms in this Agreement conflict with the terms contained in any Statement of Work, the terms of this Agreement shall control with respect to the conflicting terms.

b.) Compass shall control personnel assignments and management of Compass’s staff in connection with the performance of the Services.

c.) Changes to Statement of Client acknowledges that circumstances will occur which may require the temporary or permanent modification, suspension, discontinuance or removal of some or all of the Services. Compass therefore must reserve the right to temporarily or permanently modify, suspend, discontinue or remove some or all of the Services upon not less than thirty (30) days prior written notice to the Client. If Compass changes some or all of the Services, equitable fee adjustments will occur. If Compass discontinues any Services prior to the end of this Agreement, in addition to the equitable fee adjustments described in the preceding sentence, Compass will return to Client any prepaid, but unused, portion of the fees that Client prepaid with respect to such discontinued Services.

Client agrees to implement recommended IT security and system policies to prevent or minimize the impact of adverse IT events and to otherwise permit Compass to perform the Services. Client acknowledges and agrees that Compass may not support certain systems and that such unsupported systems are expressly out of the scope of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in no event shall Compass be liable to Client for any losses whatsoever suffered by Client which are directly or indirectly related to or arising from Client declining or failing to implement Compass’s recommended security tools and/or processes, including, without limitation, multi-factor authentication. Client agrees to discuss with Compass any anticipated technology or business process changes, in advance, to allow Compass to proactively plan and manage the system changes. Examples of changes include, without limitation: software selection and installation, Internet service changes, infrastructure cabling, telephone system changes, hiring and terminating of employees, new business methods, etc.

2. Compass Compensation and Costs

a.) Fees. In consideration of the Services rendered under this Agreement, Client agrees to pay Compass the fees described in approved Statements of Work. On or after each anniversary of the effective date of any Statement of Work, Compass may, in its sole discretion, increase the fees payable for the Services described in any such Statement of Work, by five percent (5%) .

If Client fails to pay any amount due prior to the invoice due date, late charges of the lesser of one and one-half percent (1.5%) per month or the maximum allowable under applicable law shall also become payable by Client to Compass. In addition, if Client fails to pay any amount due within sixty (60) days after the invoice due date, such failure shall be deemed a material breach of this Agreement, allowing for the suspension of the performance of the Services (including any hosting or cloud services provided by Compass), and shall be sufficient cause for immediate termination of this Agreement by Compass under Section 5(b)(iii). Compass may retain any deliverables set forth in a Statement of Work if such failure to pay occurs. If Client fails to pay any amount payable hereunder or fails to fully perform its obligations hereunder, Client agrees to pay, in addition to any amount past due, plus interest accrued thereon, all reasonable expenses incurred by Compass in enforcing this Agreement, including, but not limited to, all reasonable expenses of any legal proceeding related thereto and all attorneys’ fees incurred in connection therewith. No failure by Compass to request any such payment or to demand any such performance shall be deemed a waiver by Compass of Client’s obligations hereunder or a waiver of Compass’s right to terminate this Agreement.

d.) Taxes. Client will be responsible, and shall reimburse Compass, if necessary, for all sales, value added use, transfer, or other taxes which are levied or imposed by any taxing authority by reason of the transactions contemplated hereby.

3. Confidentiality; Non-disclosure

a.) “Confidential Information” means any and all technical or non-technical information disclosed by one party (a “Disclosing Party”) to the other (a “Receiving Party”), in any medium (including visually or orally), that the Disclosing Party designates as confidential, whether by marking, orally or by other means, at the time of or promptly after disclosure, or, if not so designated, that the Receiving Party would reasonably be expected to assume is confidential due to its nature. Confidential Information includes, without limitation, the existence of this Agreement; computer software and programs (including, without limitation, object code and source code), database technologies and systems (and related information technology); and all information concerning the operations, affairs, methods, transactions and businesses of the Disclosing Party (including, without limitation, financial and pricing information, marketing plans, business plans or strategies and other information that is competitively sensitive). Confidential Information does not include any information that the Receiving Party is able to prove by documents or other competent evidence: (i) is or becomes generally available to the public other than through breach of this Agreement; or (ii) is communicated to Receiving Party by a third party that had no confidentiality obligations with respect to such information.

b.) The Receiving Party shall protect the Disclosing Party’s Confidential Information against unauthorized use or disclosure using at least those measures that it takes to protect its own Confidential Information of a similar nature, but no less than reasonable care. Except as expressly permitted by this Agreement, the Receiving Party shall not, without the Disclosing Party’s prior written consent: (i) use or disclose any of the Disclosing Party’s Confidential Information for any purpose except in connection with this Agreement; or (ii) reverse engineer, disassemble or decompile any materials or software that embody the Disclosing Party’s Confidential Information.

c.) Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its directors, officers and employees who have a bona fide need to know such information in connection with this Agreement; provided, however: (i) in each case, the person to whom such Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than the obligations set forth herein; (ii) the Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information; and (iii) the Receiving Party shall be liable to the Disclosing Party for any breach of confidentiality by any such person.

d.) Should the Receiving Party be compelled by court decree, subpoena or other legal or regulatory requirement to disclose any of the Disclosing Party’s Confidential Information, it shall promptly notify the Disclosing Party in writing of that requirement, unless prohibited from doing so, and use reasonable good faith efforts to (i) disclose only the specific Confidential Information legally required to be disclosed; and (ii) assist the Disclosing Party (to the extent requested by the Disclosing Party) in obtaining a protective order or other appropriate assurances that the confidential nature of the Confidential Information shall be protected and preserved.

e.) The confidentiality obligations of this Agreement shall be continuing and binding on both parties for a period of five (5) years from the date of disclosure of the relevant Confidential Information; except that protection of trade secrets shall extend for as long as the relevant information qualifies as a trade secret under applicable law.

4. Ownership Rights

a.) Compass and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to all documents, data, know-how, methodologies, software, hardware, equipment and other materials, including, without limitation, any platform solutions, computer programs, reports and specifications provided by Compass in connection with performing the Services and which are not developed exclusively for the Client’s use in connection with a Statement of Work (“Compass Property”), including all intellectual property rights therein. Compass hereby grants Client a limited, nonexclusive, non-transferable and non-sublicensable license, until the Termination of this Agreement, to use Compass Property to the extent reasonably required in connection with Client’s use of the Services. All other rights in and to Compass Property are expressly reserved by Compass and its In addition, should Compass terminate this Agreement due to Client’s breach of this Agreement or any Statement of Work, all deliverables set forth in a Statement of Work shall be considered Compass Property. Any documents, data, know-how, methodologies, software, hardware, equipment and other materials which are developed exclusively for the Client’s use and are specified as such in a Statement of Work shall be deemed to be “work made for hire” and Client shall be the sole and exclusive owners of all right, title and interest in and to such items (“Client Property”). To the extent that any Compass Property is integrated into any Client Property, then during and at all times following the Term of this Agreement the Client shall have a limited license to continue to use such Compass Property to the extent necessary for the Client to continue to use the Client Property.

b.) Client understands data may be collected and processed in order to perform the duties specified in a Statement of Work. Client data stored on Compass equipment, if any, including hosted environments, shall remain property of Client. Compass reserves the right to unilaterally remove data that is illegal, obscene, or harmful to the network environment. Client reserves the right to transfer their data to another party. In the event of termination, Client must remove their data from Compass equipment or hosted environment no later than fourteen (14) days after Termination. It will be Client’s duty to retrieve its data prior to removal and deletion by Compass. Compass will apply commercially reasonable efforts in assisting Client with transfer of its data.

Other than normal wear and tear, Client is directly responsible for loss, repair, replacement and other costs, damages, fees, and charges if client does not return the “as a service” equipment at Client cost to Compass in an undamaged condition within seven (7) days of termination of any Statement of Work or this Agreement. Compass retains ownership of all hardware owned by Compass and deployed at Client’s site that is required to provide Services and that which is provided for Client’s use in connection with such Services. Upon termination of this Agreement, all hardware owned by Compass and utilized by Client will be surrendered to Compass, and all use of that hardware by Client discontinued. Client is responsible for safe return of that hardware to Compass at Client’s expense. Termination and return of hardware owned by Compass does not waive Client responsibility to fulfil the full term of this Agreement. Client failure to return the hardware upon termination of this Agreement will result in Compass imposing a charge for the full original value of the hardware with payment due immediately.

5. Term and Termination

a.) Term. This Agreement will take effect on the effective date specified in the first Statement of Work executed by the Client and Compass and will remain in full force and effect for a period of three (3) years unless otherwise specified in any Statement of Work (the “Initial Term”). Following the Initial Term, this Agreement will thereafter automatically renew for additional consecutive twelve (12) month periods until Termination (as hereinafter defined) (each a “Renewal Term,” and together with the Initial Term, collectively, the “Term”). With respect to specific Services to be rendered, if a Statement of Work expressly states a term for such Services, then the term of such Services shall be as set forth in the applicable Statement of Work, provided that the termination provisions in this Section 5 shall remain applicable to the stated term. If this Agreement expires or is not renewed during the term of a then effective Statement of Work, the term of this Agreement shall be extended to the expiration or termination of such Statement of Work.

b.) This Agreement may be terminated (“Termination”) as follows:

(i) by either party, provided that such party provides the other party with a written notice of termination at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, with termination effective at the end of the Initial Term or then-current Renewal Term, as applicable;

(ii) by Client, upon written notice to Compass, with such termination to be effective sixty (60) days following the issuance of such notice, if at the time of the issuance of such notice, Compass is in material breach of this Agreement, which breach was not cured within sixty (60) days after Client gave Compass written notice of such breach and Compass is not diligently pursuing a cure in good faith;

(iii) by Client, upon written notice to Compass, with such termination to be effective sixty (60) days following the issuance of such notice, if Compass cannot provide the services described in the SOW, and Compass did not remedy such deficiency within sixty (60) days after Client gave Compass written notice of such deficiency.

(iv) by Compass, upon written notice to Client, if any of the following events occur:
a.) Client fails to pay any amount due to Compass, pursuant Section 2(c) of this Agreement or a Statement of Work.
b.) Client is in material breach of any non-monetary term, condition or provision of this Agreement, which breach was not cured within thirty (30) days after Compass gave Client written notice of such breach;
c.) Client declines or fails to make commercially reasonable efforts to implement Compass’s recommended security tools and/or processes, including, without limitation, multi-factor authentication; or
d.) Client (I) terminates its business activities; (II) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (III) becomes subject to any bankruptcy or insolvency proceeding under federal or state

(v) by Compass or Client, upon written notice to the other party, with such termination to be effective sixty (60) days following the issuance of such notice.

Client acknowledges and agrees that Compass would be damaged if the Client terminated this Agreement under Section 5(b)(v) prior to the expiration of the Initial Term or then current Renewal Term, and the amount of such damages would be uncertain and difficult to quantify, given that Compass will invest considerable time, effort and resources in providing the Services to Client under the Agreement. Accordingly, the parties agree that this Agreement may only be terminated by the Client for convenience at the conclusion of the Initial Term or then current Renewal Term, as applicable, and such request for termination must be made by Client via written notice received by Compass ninety (90) days prior to the conclusion of the Initial Term or then current Renewal Term. If the Client terminates this Agreement for convenience prior to the conclusion of the Initial Term or then current Renewal Term under Section 5(b)(v), then the liquidated damages provision of the preceding paragraph shall apply.

6. Warranties

a.) Compass Warranties. Compass warrants that the Services provided hereunder will substantially conform to the specifications, descriptions, and other requirements of any applicable Statement of Work; and the Services will be performed in a manner consistent with customary practice in the industry. Should a failure to comply with the warranties set forth in the preceding sentence become apparent within thirty (30) days after the date of completion of such Services, Compass shall, if promptly notified in writing, at its sole option, either provide the Services anew or refund to Client the price charged for such non-conforming Services. Such re-performance or refund shall be Client’s exclusive remedy and shall constitute fulfillment of all liabilities of Compass with respect to any deficiency in the Services furnished to Client.

b.) Assignment of Warranties. Compass assigns to Client any licenses or manufacturers warranties for hardware or third-party software purchased by Compass on behalf of Client that the manufacturer may offer, to the extent said licenses or warranties are transferable.

c.) Client Warranties. Client warrants that it is free of any obligation that would prevent it from entering into this Agreement. Client acknowledges that Compass may utilize third-party software and services to provide a comprehensive solution. To the extent any third parties have their own separate terms and conditions, Client agrees to abide by the terms and conditions as they apply to Compass. Any third-party terms and conditions will be made available to Client upon request.

d.) Disclaimer of Warranty. EXCEPT AS SET FORTH IN THIS SECTION 6, COMPASS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING, BUT NOT LIMITED TO, (A) ANY WARRANTY THAT THE SERVICES, ARE OR WILL BE ERROR-FREE, UNINTERRUPTED OR COMPATIBLE WITH ALL EQUIPMENT AND (B) IMPLIED WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES. ALL OF THE LIMITATIONSSHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. COMPASS DOES NOT WARRANTY THAT,AS A RESULT OF MONITORING OR LIMITED INSPECTION, IT WILL IDENTIFY ALL OF THE POTENTIAL PROBLEMS OR ISSUES WITH CLIENT’S SYSTEM, NOR DOES IT WARRANT THAT ITS RECOMMENDATIONS WILL REMEDY ALL PROBLEMS OR ISSUES THAT THE CLIENT MAY COMPASS WILL NOT BE LIABLE FOR DATAWHICH WAS NEVER SENT TO THE OPERATIONS CENTER BY THE SOFTWARE. COMPASS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND/OR SERVICES WILL MEET ALL OF THE CLIENT’S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND/OR THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

7. Limitation of Liability

a.) Limitation of Liability. IN NO EVENT WILL COMPASS OR ITS AFFILIATES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, EVEN IF COMPASS OR ITS AFFILIATES, AGENTS OR SUBCONTRACTORS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF COMPASS ITS AFFILIATES, AGENTS AND SUBCONTRACTORS FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLETO COMPASS FOR MONTHLY SUPPORT SERVICE CHARGES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION OR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, MISREPRESENTATION, CLAIMS FOR FAILURE TO EXERCISE DUE CARE IN THE PERFORMANCE OF THE SERVICES, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES, EXCLUSIONS AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.

8. Excluded Services

Unless expressly stated in a Statement of Work, the fees described in any Statement of Work for Services provided under this Agreement do not include:

a.) Items not covered by either an original or an extended manufacturer or supplier warranty, such as replacement parts, equipment that is no longer under warranty or operating systems or other software that is no longer supported by the developer. Services for such items may involve additional charges including, but not limited to, the cost of required replacement Services associated with installing replacement parts will be billed at hourly rates.

b.) Equipment service or repairs made necessary due to unreasonable adverse environmental conditions or equipment applications beyond those for which the equipment was Services necessitated due to adverse conditions created by acts of God, building modifications, etc. shall be billed at hourly rates.

c.) Services and repairs made necessary by the repair, alteration or modification of equipment covered by this Agreement other than that authorized by Compass, or an authorized service agency will be subject to billable rates. This includes, but is not limited to, repairs, alterations, software installations or modifications of equipment made by employees or agents of the Client.

d.) Systems or applications that are not under valid warranty, considered End of Life (EOL), End of Support (EOS) or for which the Client does not have a support contract will be provided reasonable support by Compass personnel at hourly However, if a system needs to be replaced or upgraded to meet the manufacturer’s requirements, this will be billed as a project separately at hourly rates pursuant to a new Statement of Work. g. Programming (modification of software code) and program (software) maintenance is not covered under this Agreement.

9. Indemnification

Each party hereto (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party and its agents, servants, employees, suppliers, and subcontractors (collectively, the “Indemnified Parties”) from and against all claims, causes of action, costs, fines or fees, demands, liabilities, damages, losses and expenses, including attorneys’ fees and lawsuits, which may be asserted against or incurred by the Indemnified Parties by or due to any person not a party to this Agreement for any expense, unintentional or accidental disclosure, misuse or erasure of data or for any breach of security, loss or damage including, but not limited to, statutory civil damage, personal injury, death and/or damage to real or personal property, arising out of the Indemnifying Party’s breach of this Agreement or the design, sale, lease, installation, repair, service, dispatch, maintenance, monitoring, recording of communications, operation or no operation of the Indemnifying Party’s systems or equipment, except to the extent due to the sole, joint, or several negligence, gross negligence or intentional acts of the applicable Indemnified Party.

10. General Provisions

a.) Force Majeure. In the event either party is unable to carry out its material obligations under this Agreement by reason of Force Majeure (as defined below) those obligations (other than financial obligations) will be suspended during the continuance of the Force Majeure, provided the cause of the Force Majeure is remedied as quickly as The term “Force Majeure” means any event caused by occurrences beyond a party’s reasonable control, including, but not limited to, acts of God, fire or flood, pandemic, cyberattack, war, terrorism, governmental regulations, policies or actions enacted or taken subsequent to execution of the Agreement, or any labor, telecommunications or other utility shortage, outage or curtailment, provided, however, that the inability to meet financial obligations is expressly excluded.

b.) Neither party may assign this Agreement, or any rights or duties hereunder, to anyone without the prior written consent of the other party, such consent shall not be unreasonably withheld or delayed, except that, this Agreement shall be assignable by either party without the consent of the other party if such party is merged, consolidated, reincorporated, reorganized or if all or substantially all of its assets are sold to a third party.

c.) Entire Agreement. This Agreement, together with the schedules and exhibits hereto, and other documents expressly incorporated herein (which schedules and exhibits are deemed a part of this Agreement) (i) contain the entire agreement and understanding of the parties with respect to the subject matter hereof, and (ii) supersede all prior negotiations, discussions, correspondence, communications, understandings, drafts and agreements between the parties relating to the subject matter hereof, all of which are merged into this Agreement.

d.) Standard terms of No terms, provisions or conditions of any purchase order, acknowledgment or other business form that Client may use in connection with the Services will have any effect on the rights, duties or obligations of the parties under, or otherwise modify this Agreement regardless of any failure of Compass to object to such terms, provisions or conditions.

e.) Applicable Law. This Agreement, including its formation, performance, termination or enforcement, and the parties’ relationship in connection therewith, together with any related claims whether sounding in contract, tort or otherwise, shall be governed by and construed and enforced in accordance with the laws of the State of Connecticut, without regard to any conflicts of law rules that might apply the laws of any other jurisdiction.

f.) Consent to Jurisdiction. The parties hereby consent to the exclusive jurisdiction of any state or federal court located within the State of Connecticut, Hartford County, with respect to any legal action, dispute or otherwise, arising out of, related to, or in connection with this Agreement. The parties hereby waive any objection in any such action or proceeding based on forum non-conveniens, and any objection to venue with respect to any such legal action, which may be instituted in any of the aforementioned courts. Process in any action or proceeding referred to in the preceding sentences may be served on the parties anywhere in the world.

g.) No Agency. Compass will, in all matters relating to this Agreement, act as an independent contractor. Except to the extent expressly authorized by this Agreement, neither party hereto is an agent, legal representative, partner, joint venture, franchisee, employee, or servant of the other party hereto for any purpose. Neither party hereto will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party hereto, or to represent the other party hereto in any capacity. Unless otherwise noted, both parties shall be responsible for all expenses incurred by them in the course of exercising any rights or responsibilities accepted by them under this Agreement.

h.) No Waiver. No failure or delay of either party hereto in exercising any right, power, or privilege hereunder (and no course of dealing between the Parties) shall operate as a waiver or any such right, power of privilege. No waiver of any default on any one occasion shall constitute a waiver of any subsequent No single or partial exercise of any such right, power, or privilege shall preclude the further or full exercise thereof.

i.) Surviving Sections 3, 4, 5, 6(c), 7, 8 and 9 shall survive termination of this Agreement.

j.) All notifications shall be sent to the address specified on the first page of this Agreement, unless modified by notice hereunder directed to the other party.

k.) Client Client agrees that, after obtaining written permission from the Client, Compass may use the name of and identify Client as a customer and the Services provided to Client, in advertising, publicity or similar materials distributed to prospective customers

l.) Restrictive During the term of this Agreement and for a one (1) year period immediately following the period for which any employee or independent contractor last performed services for Compass (a “CMSP Team Member”) the Client shall not, directly or indirectly, for itself or on behalf of any other person, firm, corporation or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor or otherwise, solicit, participate in or promote the solicitation of such CMSP Team Member to leave the employ of Compass, or hire or engage such CMSP Team Member. In the event the Client shall violate this Article, Client agrees to pay to Compass, as liquidated damages, an amount equal to such CMSP Team Member’s annualized salary, including bonuses.

m.) Severability. Any provision hereof which is held by any court of competent jurisdiction in any jurisdiction to be illegal, void or unenforceable shall, as to such jurisdiction, be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions hereof, and any such illegality or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the fullest extent permitted by applicable Law, the parties hereby waive any provision of Law which may render any provision hereof prohibited or unenforceable in any respect.

n.) Third-Party Interests. Client’s interests in and obligations with respect to any programming, materials, or data to be obtained from third-party vendors, whether or not obtained with the assistance of Compass, shall be determined in accordance with the agreements and policies of such vendors.

o.) Modifications. Any changes to this Agreement or any Statement of Work shall be made in writing signed by an authorized representative of each party prior to the implementation of such changes.

p.) Scope of Agreement. This Agreement covers only those services and equipment listed in the applicable Statement of Work. Compass must approve in writing any equipment or services Client may want to add to this Agreement after the Effective Date and any such addition shall not be effective unless and until a Statement of Work is executed by Compass and the Client with respect to such additional equipment or services. If the addition of equipment or services not listed in a Statement of Work at the time of the signing of this Agreement is subsequently approved in writing by Compass, such addition shall result in an adjustment to the monthly fees payable by the Client.

IN WITNESS WHEREOF, the parties hereto hereby agree to the terms and conditions described above as of the Effective Date.

CONTACT US

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