Dryve Compliance, LLC

MASTER SERVICES AGREEMENT

These terms and conditions are incorporated into and made a part of the Services Agreement (the “Agreement”) by and between Dryve Compliance, LLC (“Dryve”) and Customer. Unless otherwise specifically agreed to in writing between Customer and Dryve, this Agreement applies to each consulting services (“Services”) line item on the Order Form (these terms and conditions, together with the Order Form, this “Agreement”).

1. Services. Dryve shall provide security consulting services (“Services”) to the Customer as described on one or more Statements of Work signed by Dryve and Customer that reference this Agreement (“SOW” or “Statement of Work”). Dryve shall perform Services in a prompt manner and have the final deliverable ready for Customer no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the project change request process defined in the applicable SOW. Customer shall assist Dryve by promptly providing all information requests known or available and relevant to the Services in a timely manner.
2. Contract Price. For performance of the Services and rendering the Deliverable, Customer shall pay to Dryve all fees due under the applicable SOW.
3. Dates of Performance. Dryve will begin performing services upon receipt of signed Agreement. Unless terminated as provided in this Agreement, Dryve will complete Services by the Completion Date. Deliverable shall be furnished to Customer within 72 hours of final payment for the Services.
4. Change in Services. If Customer desires changes to the SOW, Customer shall submit to Dryve a written request in accordance with the project change request process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Dryve and the Customer. If additional SOWs are executed, then Customer shall pay Dryve for all services performed prior to the additional SOW before Dryve begins work on the new SOW.
5. Termination. Dryve shall have the right to modify, reject, or terminate any SOW and any related work in process with five days’ written notice to Customer. In the event Dryve terminates the SOW prior to completion of Services, the Customer shall pay Dryve the fees due under the SOW with respect to Services completed as of the date of termination, if applicable. Any amount due for services performed by Dryve will be billed to Customer and Customer shall promptly pay. Upon settlement of funds due to Dryve, all Customer provided materials will be returned to Customer and all Customer use rights in the work in process as described in Section 8, below, will be transferred to Customer.
6. Payment of Services. In exchange for Dryve’s Services under this Agreement, the Customer shall pay Dryve the contract price set forth in the SOW. Dryve will submit a final invoice to Customer for all services rendered by the Services Completion Date and Customer shall promptly pay. Customer is restricted from using any form of the Deliverable until final payment is received. In the event of a good faith dispute with regard to an item appearing on an invoice, Dryve shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.
7. Representations and Warranties.
   1. Dryve’s Representation: Dryve represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
   2. Customer’s Representation: Customer represents that any materials provided to Dryve by Customer for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
   3. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Ownership of Deliverables. “Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world. To the fullest extent permitted by law, Dryve retains ownership in all Intellectual Property rights of the Deliverable. Upon full payment of the deliverable, Dryve grants Customer a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the Deliverable. Customer shall retain sole ownership of all Intellectual Property Rights in connection with any original material it provides to Dryve for use within the Deliverable. If termination occurs under Section 5, above, Dryve shall retain ownership in all Intellectual Property Rights up to the date of termination. After a termination and upon full payment for the work in process, Dryve will grant Customer a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the work in process. In no event will Dryve be liable for any claims related to or arising from Customer’s improper use of the Deliverable and other components that comprise the Deliverable or work in process.
9. Indemnification. Customer will defend, indemnify and hold Dryve harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Customer and incorporated into the Deliverable. Additionally, Customer will defend, indemnify and hold Dryve harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Customer’s unauthorized use of any materials comprising the Deliverable.
10. Limitation of Liability. DRYVE WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DRYVE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO DRYVE HEREUNDER.
11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.
12. General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized Dryve representative authorized to bind the Dryve to its terms and services and no consent from any third party is required.
13. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Louisiana and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Baton Rouge, Louisiana, and each party irrevocably submits to the jurisdiction and venue of such courts.
14. Remedies. Dryve reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Customer agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Dryve’s favor.
15. Force Majeure.  Each party shall be excused from performance of its obligations for any period and the time of performance shall be extended as reasonably necessary under the circumstances, to the extent that such party is prevented from performing, in whole or in part, its obligations under this Agreement, as a result of acts of God, any governmental authority, war, civil disturbance, court order, labor dispute or any other cause beyond its reasonable control, including hurricanes, inclement weather, and failures or fluctuations in electrical power, heat, light, telecommunication equipment or lines or any other equipment.  Notwithstanding the foregoing, in no event shall a party be excused from its obligations to protect Confidential Information pursuant to this Agreement.