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DocuSign Envelope ID:OC781 F21-7ADF-4F63-8BA1-4FA046EA6BO2 c h m e nt A
<br /> r_.._a.0
<br /> MASTER SERVICES AGREEMENT NO. 20364
<br /> This Master Services Agreement No. 20364 (this "Agreement") is Client shall pay to MCCi the fees and other compensation set forth in
<br /> effective on the date of the last signature, ("Effective Date") and is each Order. By executing the applicable Order, Client acknowledges
<br /> made by and between MCCi, LLC, a Florida limited liability company their pre-approval for any Order Expenses, defined below,quoted, and
<br /> with its principal office located at 3717 Apalachee Parkway, Suite 201, will reimburse MCCi for all reasonable out-of-pocket travel, living and
<br /> Tallahassee, FL 32311 ("MCCi") and Client(defined herein). MCCi and other ancillary expenses paid or incurred by MCCi in connection with
<br /> Client may each be referred to individually herein as a "Party" or the Services ("Order Expenses'. If relevant, and provided to MCCi,
<br /> collectively as the"Parties". MCCi will make commercially reasonable efforts to conform to Client's
<br /> expense policy. If a dispute occurs regarding MCCi's invoicing of Order
<br /> The terms "Client" in this Agreement shall also include Client's Expenses not in conformity with Client's expense policy and greater
<br /> "Affiliates,"defined as a legal entity that directly or indirectly controls, than five (5) percent of a specific invoice, such dispute will be subject
<br /> is controlled by, or is under common control with the applicable Party. to investigation and correction; otherwise, Client agrees to reimburse
<br /> It is agreed that Client's Affiliates who are a party to the applicable MCCi for the full amount of expenses invoiced. The Client
<br /> Order (defined below) shall enjoy the same rights, benefits and acknowledges that it may incur expenses due to circumstances such as
<br /> obligations set forth in this Agreement as are applicable to Client. non-refundable items (e.g., airline tickets, training/install charges,
<br /> hotel reservations, rental cars,and the like), in the event that(i)Client
<br /> As used in this Agreement, "MCCi" means the MCCi Affiliate providing cancels or reschedules performance, after MCCi has made the
<br /> the Services(defined below)to the Client in the applicable Order. applicable arrangements; or (ii) If Client is not prepared upon MCCi's
<br /> arrival, which results in cancellation, delays, and/or the need to
<br /> The Parties hereto intending to be legally bound hereby, agree as reperform any Deliverables.
<br /> follows:
<br /> Client acknowledges that the price of the license and/or subscription
<br /> 1. Scope of Service for the use of a third-party licensed product is subject to increases
<br /> MCCi and Client may develop and enter into one or more sales orders, during the term of the license and/or subscription or at the time of
<br /> attached hereto or incorporated by reference, incorporating a renewal. If MCCi is reselling a license and/or subscription of a third-
<br /> description of the specific goods and/or services requested by Client party product to Client, then MCCi will provide Client at least 15 days
<br /> and agreed to be performed or otherwise provided by MCCi (each,and prior to written notice(an email will be sufficient)of an increase in the
<br /> as modified in writing by the Parties, each an "Order"). MCCi will price of the license and/or subscription. If Client does not agree to
<br /> provide to Client those goods and/or services described as its pay such increase in the license and/or subscription, Client must
<br /> obligation in the Order (collectively, the "Services'. If applicable, provide written notice to MCCi within 15 days of the date of the notice
<br /> each Order will also describe items specifically required to be delivered of such increase. Upon receipt of such notice, MCCi will cancel Client's
<br /> by MCCi to Client(each a"Deliverable', and the acceptance criteria, license and/or subscription to the third-party licensed product.
<br /> if any, for each of the Deliverables. Further, each Order will set forth,
<br /> among other things, tasks to be performed by the Parties and roles 3. Invoicina and Payment
<br /> and responsibilities of each Party. Each Order shall specifically identify Unless otherwise stated in an Order,MCCi will invoice Client for all fees,
<br /> this Agreement and indicate that it is subject to the terms hereof. charges and reimbursable expenses on a monthly basis and upon
<br /> Unless provided to the contrary in the applicable Order, to the extent completion of each Order.
<br /> there are any conflicts or inconsistencies between this Agreement and
<br /> any Order or Client purchase order, except in regard to Sections 2 or 3 Client agrees to pay all undisputed invoices and undisputed portions of
<br /> herein, the provisions of this Agreement shall govern and control. Use a disputed invoice in full within thirty(30) days from the date of each
<br /> of pre-printed forms, including, but not limited to email, purchase invoice. Failure to pay invoices by the due date, unless MCCi has been
<br /> orders, shrink-wrap or click-wrap agreements, except those that may informed by said due date that an invoice is being contested and the
<br /> appear in the appliable Order, acknowledgements or invoices, is for reason therefor, may result in the imposition of interest charges to the
<br /> convenience only and all pre-printed terms and conditions stated extent allowable by law as well as any associated legal and collection
<br /> thereon,except as specifically set forth in this Agreement,are void and fees incurred.
<br /> of no effect. No amendment or modification to this Agreement will be
<br /> valid unless set forth in writing and formally approved by authorized To the extent that Client is not exempt and/or has not communicated
<br /> representatives of both parties. To the extent that there are any its tax status to MCCi, Client further agrees to pay amounts equal to
<br /> conflicts or inconsistencies between this Agreement and any Client- any federal,state or local sales, use,excise, privilege or other taxes or
<br /> entered third-party government purchasing agreement ("Purchasing assessments, however designated or levied, relating to any amounts
<br /> Vehicle"), the provisions of the Purchasing Vehicle shall govern and payable by Client to MCCi under this Agreement or any other
<br /> control. Agreement between the Parties, exclusive of taxes based on MCQ's
<br /> net income or net worth. Client understands and accepts that any
<br /> No change order, notice, direction, authorization, notification or pricing set forth in an Order does not include such taxes.
<br /> request(each a"Change Order's will be binding upon Client or MCCi,
<br /> nor will such Change Order be the basis for any claim for additional All recurring software maintenance support, subscriptions and/or other
<br /> compensation by MCCi, until Client and MCCi have both signed such service packages ("Recurring Services") will automatically renew
<br /> Change Order,or a new Order,as appropriate. unless Client has
<br /> (a) terminated the Agreement and/or applicable Order, per Section
<br /> Each MCCi Affiliate will only be liable for those obligations expressly set 4;
<br /> forth in the applicable Order to which it is a party. In no event will a (b) provided sixty (60) days written notice prior to the scheduled
<br /> MCCi Affiliate be liable for any of the obligations or liabilities of any renewal date of the Recurring Services; or
<br /> other MCCi Affiliate pursuant to this Agreement. (c) not paid in full the renewal invoice by the renewal service period
<br /> start date.
<br /> 2. Fees
<br /> Last updated:August 2021 MCCi MSA Page 1 of 7
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