MASTER SERVICE AGREEMENT
This Master Services Agreement (“MSA”) is by and between RSI Systems, Inc. dba RSI Security its subsidiaries and affiliates (collectively, “Company”) and [ ](“Client”) for Professional Services and Managed Services performed for Client by Company (collectively, the “Services”). Thus, in consideration of the mutual promises of the parties and other good and valuable consideration, the parties hereby agree to the following:
ARTICLE ONE: DEFINITIONS
1.1. Professional Services (“PS”). Professional Services are project-based services provided to Client, including consulting, design, installation, configuration, support, project management and other services performed by Company’s employees, agents, subcontractors, consultants and representatives, as detailed in a Professional Services Statement of Work (“PS SOW”).
1.2. Professional Services SOW (“PS SOW”). A PS SOW is a document that details the Services to be performed for Client. Client may initiate an unlimited number of PS SOW’s under the terms of this MSA, each of which will be incorporated herein once executed by both parties.
1.3. Professional Services Change Order (“PS Change Order”). A PS Change Order is a document which modifies a previously executed PS SOW. A PS Change Order is required when material changes or additional work is requested by Client which may cause an increase in the projected hours or costs needed to complete the project.
1.4. Managed Services (“MS”). Managed Services includes ongoing monitoring, remediation (problem resolution), administration, support or consulting work performed by Company for Client for a fixed contract period with a defined scope of services defined in an MS Agreement. Each MS Agreement typically includes a Non-Recurring Charge (NRC) and a Monthly Recurring Charge (MRC).
1.5. Non-Recurring Charge (“NRC”). A one-time, non-recurring fee charged by Company to Client to initiate an MS Agreement, also referred to as a “Setup Fee” or “Block”.
1.6. Monthly-Recurring Charge (“MRC”). A monthly-recurring fee charged by Company to Client for services rendered under the terms of an MS Agreement.
1.7. Managed Services Agreement (“MS Agreement”). An MS Agreement is a document that defines the Managed Services to be performed by Company for Client and includes the Term of the agreement (usually specified in months), a list of the managed services to be provided, a detailed service description for those services, the NRC, the MRC, and any special terms or conditions associated with the MS Agreement. Client may initiate an unlimited number of MS Agreements under the terms of this MSA, each of which will be incorporated herein once executed by both parties.
1.8. Block. A bundle of support hours that may be included with an MS Agreement that rolls over from month-to-month for the duration of the MS Agreement. A block of hours will incur an NRC. Once exhausted, another Block must be purchased. Block(s) expire at the end of 12 months or each PS Agreement or MS Agreement term.
1.9. Bucket. A bundle of support hours that may be included with an PS Agreement or MS Agreement. A bucket of hours will incur an MRC. Bucket hours do not roll over and expire at the end of each month. Once exhausted in any given month, additional support will be subject to our hourly rates for Out-of-Scope Billable Services. See Managed Services Terms & Conditions for more information.
1.10. Managed Services Change Order (“MS Change Order”). An MS Change Order is a document which modifies a previously executed MS Agreement. An MS Change Order is required when material changes or additional work are requested by Client which may cause an NRC to be incurred or an increase or decrease in the current MRC being charged to Client. Company will detail the changes on the MS Change Order using the same or similar methods to those used in the preparation of the original MS Agreement. No changes or additions shall be implemented or acted upon by Client until both parties have executed the MS Change Order. Client may initiate an unlimited number of MS Change Orders for each MS Agreement, each of which will be incorporated herein once executed by both parties.
1.11 Out-of-Scope Services means any services, tasks, functions, deliverables, or responsibilities that are not expressly described in the Scope of Work, Statement of Work, or other applicable documentation forming part of this Agreement. These services are not included in the fees, timelines, or obligations set forth herein and shall not be performed by the service provider unless agreed to in writing by the parties through a change order, amendment, or separate agreement. Out-of-Scope Services may include, but are not limited to, additional consulting, support beyond agreed hours or deliverables, integration with third-party systems not specified in the Agreement, and any activities outside the originally contracted scope.
ARTICLE TWO: PROFESSIONAL SERVICES
2.1. Services. Under the terms of this MSA, Client may choose to purchase Professional Services (PS), where each project is initiated by a separate PS SOW, as defined above. Client may initiate an unlimited number of PS SOWs under the terms of this MSA, each of which will be incorporated herein once executed by both parties.
2.2. Changes. Changes to any SOW may be made only upon the mutual written agreement of the parties. Any material changes or additional work requested by Client which may cause an increase in the projected hours or costs needed to complete the Services shall be mutually agreed to and detailed in the PS Change Order. The Change Order shall detail the estimated costs using the same or similar methods to those used in the SOW. No changes or additions shall be implemented until both parties execute the Change Order.
2.3. Termination. Either Party may terminate this Agreement either (a) upon Default if the defaulting Party fails to cure within 30 days following written notice by the non-defaulting Party, (b) upon the other Party’s insolvency or liquidation as a result of which such party ceases to do business for a continuous period of at least three months, (c) upon either party’s petition for bankruptcy protection under the US Bankruptcy Code, or (d) as provided under Client Responsibilities of this Agreement.
Either party may terminate this Agreement for cause upon the expiration of thirty (30) calendar days following detailed written notice to the other party of its material breach of any of its material obligations under this Agreement if the other party has not remedied such breach during the notice period. In the event of a termination due to material breach of any of its material obligations for cause by RSI or by Client, only those amounts for services not rendered shall be credited by RSI.
2.4. Personnel. Company shall provide the necessary skilled personnel to perform the Services described in the applicable SOW. Client reserves the right to change assigned personnel as required by its business needs and consideration or as otherwise required to complete the Services.
2.5. Payment for PS. PS work involves the performance of specific tasks for a fixed-price. To initiate the project and reserve advisory resources, Company will invoice Client a Commitment Deposit equal to fifty percent (50%) of the estimated total project cost at the time of executing the Professional Services Statement of Work (PS SOW). This deposit secures scheduling and planning for the engagement and is due upon receipt. Please note that the Commitment Deposit is non-refundable, as it represents a project lock-in and resource allocation commitment. The remaining balance will be prorated monthly during the course of the project and final payment is due upon completion of the project, or before deliverables (if any) are ready to be delivered, whichever comes first. Company reserves the right to withhold any report(s) or analysis until full payment is received. Company also reserves the right to revoke any reports or deliverables at any time due to breach of this contract. Any payments to be made by Client shall be via check, wire transfer or automatic ACH.
2.6. Client Responsibilities. Client shall support the activities of Company in any reasonable technical, administrative, and commercial way and shall provide Company with any documentation, statements, and credentials necessary for Company to perform the Services. Client agrees to use technology solutions provided by the Company including but not limited to security portal, software and other tools during contracted service period. If Client opts out of using the aforementioned, a fee of $2,500 or 5% of service contract, whichever is greater, shall be applied. Client shall also be responsible to satisfy certain prerequisites before work by Company can begin as set forth in the applicable PS SOW. Company shall not be responsible for delays caused by Client. If Services are delayed for 90 days or more as a direct result of Client’s inaction, the Services will be canceled and the Client forfeits their deposit. To re-engage, Client must pay a re-engagement fee (in addition to the original PS SOW price) equal to 10% of the fixed-price.
2.7. Related Hardware and Software. Client understands and acknowledges that the fees for PS provided under this MSA are independent of any Hardware or Software purchased or leased; if Client purchases or leases any Hardware or Software, it shall be subject to the Hardware and Software Sales Agreement.
Assessments: Clients must attest that they are ready to be assessed. If gaps exist, advisory hours must be signed with RSI Security. If additional support is needed, a change order may apply.
Project Hold & Re-engagement: Projects are allowed to be kept on hold for up to 60 days at a time and after the 60-day mark, the project will be archived, and resources will be reassigned. Re-engagement requires a $2,500 fee to be paid, with resources assigned based on the team’s availability.
Advisory Remediation Timeline: Remediation must be completed within eight (8) weeks from when the gaps are identified for RSI Security to re-evaluate those controls and provide a compliance badge. If remediation is not completed within the said timeline, the project will be marked closed and gaps that were remediated will not be re-evaluated.
Security Testing: The client has 30 days to remediate vulnerabilities and request a re-scan. All re-scans must be completed within 60 days. After 60 days any additional security testing would be a new engagement.
Engagement Term: All requested scoping documents and evidence must be returned within two (2) weeks of the request. Advisory and assessment engagements must be completed within six (6) months of the agreement signing.
ARTICLE THREE: MANAGED SERVICES
3.1. Services. Under the terms of this MSA, Clients may choose to purchase Managed Services (MS), where each MS engagement is initiated by a separate MS Agreement, as defined above. Client may initiate an unlimited number of MS Agreements under the terms of this MSA, each of which will be incorporated herein once executed by both parties.
3.2. Cancellation. Unless otherwise stated on the MS Agreement or MS Change Order, individual “line item” services or MS Agreements in total may not be canceled before the end of the initial term, as stated on the MS Agreement.
3.3. MS Agreement Initial Term and Termination. At the completion of the initial term, Client will enter into a month-to-month agreement. Month-to-month MS Agreements are subject to an additional 20% MRC increase. Clients may terminate this agreement with advance written notice of at least thirty (30) days. Notice of termination must be sent to the Company’s primary mailing or email address as listed in the Notices section below. Company reserves the right to withhold any information until all outstanding invoices are paid in full.
3.4. Scheduled Start Date. The MS Agreement commences on the date of execution by both parties.
3.5. Payment of NRC. The one-time NRC (also known as a “setup fee” or “block”) is invoiced when the MS Agreement or MS Change Order has been executed by both parties; full payment of the NRC is due prior to onboarding and upon receipt of the invoice. Specific to Client: If Client decides to terminate this Agreement within 30-days or 90-days, Client shall receive a refund for any unused block hours. All payments must be made via check or ACH.
3.6. Order Acceptance. An MS Agreement or MS Change Order is considered “Accepted” by Company when the countersigned MS Agreement or MS Change Order is returned to the Client via online acceptance, email, fax or mail.
3.7. Payment of MRCs. Client agrees that MRC listed on the MS Agreement or MS Change Order shall begin upon execution of the MS Agreement. Client will be invoiced the first MRC on the scheduled start date and shall be due upon receipt. Subsequent MRC invoices shall be sent monthly on the day the services commence with Net 30 payment terms. In the event that the MS Agreement is terminated early before the completion of the term (unless month-to-month), the unpaid balance for the remaining number of months is to become due and paid immediately. All payments must be made via check or ACH
3.8. Overtime for MS. If the Client requires support outside of standard business hours (including evenings, weekends, or holidays), such support will be considered out-of-scope and billable at one and one-half times (1.5x) the hourly rates outlined in the Managed Services Terms & Conditions.To ensure transparency and mutual agreement, Company will notify the Client in advance when overtime support may be necessary. Overtime work will only proceed with Client’s written or verbal consent, unless in the case of a time-sensitive emergency requiring immediate action to protect the integrity or availability of systems.
3.9. Related Hardware and Software. Unless stated otherwise in the MS Agreement, all hardware and software components provided as part of an MS Agreement or MS Change Order remains the property of Company. Company shall use commercially reasonable efforts to assure the quality and applicability of all hardware and software components used or included in the delivery of MS. However, Company cannot guarantee the performance of any hardware or software component, or the accuracy of any data generated or processed by such hardware or software.
3.10. Acceptable Use Policy (“AUP”). If purchasing managed hosting services under this MSA, Client agrees to abide by Company’s “Acceptable Use Policy for Managed Hosting” (“AUP”). This document will be provided to the Client under separate cover and shall be incorporated herein.
3.11. No Guarantee of Compliance. Unless otherwise stated, Client recognizes that no specific guarantee is being offered about the completeness or accuracy of the compliance measures required under Section 404 of the Sarbanes-Oxley Act, as amended (“SOX”) or the Payment Card Industry Data Security Standards, as amended (“PCI DSS”), if applicable where Client stores Primary Account Numbers (as defined by PCI DSS), but the technical staff of Company shall make commercially reasonable efforts to comply with the internal controls required to meet or exceed any applicable industry standards, including but not limited to: (i) building and maintaining a secure network, systems, and applications, and (ii) tracking access.
ARTICLE FOUR: WARRANTIES; LIABILITY
4.1. Warranty. Company represents and warrants that: (i) the Services delivered to Client pursuant to the applicable PS SOW or MS Agreement shall conform and perform in all material respects to the specifications described in to the applicable PS SOW or MS Agreement; (ii) Company shall perform all Services hereunder consistent with or exceeding customary industry standards; and (iii) Company’s Services shall not infringe the intellectual property rights of Client or any third party in its performance of Services. In order to receive any warranty remedies, Clients must report deficiencies in the Services within 30 days of completion of those Services. For any breach of the above warranties, Client’s exclusive remedy, and Company’s entire liability, shall be the re-performance of the Services. If Company is unable to perform the Service as warranted, Client shall be entitled to a credit for the fees paid to Company for the deficient services.
4.1.1 Applicable to Security Services. Should a Statement of Work include security scanning, testing, assessment, forensics, or remediation Services (“Security Services”), Client understands that Company may use various methods and software tools to probe network resources for security-related information and to detect actual or potential security flaws and vulnerabilities. Client authorizes Company to perform such Security Services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the Security Services or otherwise approved by Client from time to time) on network resources with the IP Addresses identified by Client. Client represents that, if Client does not own such network resources, it will have obtained consent and authorization from the applicable third party, in form and substance satisfactory to Company, to permit Company to provide the Security Services. Company shall perform Security Services during a timeframe mutually agreed upon with Client. The Security Services, such as penetration testing or vulnerability assessments , may also entail buffer overflows, fat pings, operating system specific exploits, and attacks specific to custom coded applications but will exclude intentional and deliberate Denial of Service Attacks. Furthermore, Client acknowledges that the Security Services described herein could possibly result in service interruptions or degradation regarding the Client’s systems and accepts those risks and consequences. Client hereby consents and authorizes Company to provide any or all the Security Services with respect to the Client’s systems. Client further acknowledges it is the Client’s responsibility to restore network computer systems to a secure configuration after Company Consultant testing.
4.1.2 Applicable to Compliance Services. Should a Statement of Work include compliance testing or assessment or other similar compliance advisory Services (“Compliance Services”), Client understands that, although Company’s Compliance Services may discuss or relate to legal issues, Company does not provide legal advice or services, none of such Services shall be deemed, construed as or constitute legal advice and that Client is ultimately responsible for retaining its own legal counsel to provide legal advice, Furthermore, any written summaries or reports provided by Company in connection with any Compliance Services shall not be deemed to be legal opinions and may not and should not be relied upon as proof, evidence or any guarantee or assurance as to Client’s legal or regulatory compliance. Furthermore any outcome of the services involving compliance assessment is limited to a point-in-time examination of the Client’s compliance or non-compliance status with the applicable standards or industry best practices set forth in the Scope of Work and that the outcome of any audits, assessments, or testing by, and the opinions, advice, recommendations, and/or certification by Company does not constitute any form of representation, warranty, or guarantee that Client’s systems are 100% secure from every form of attack. In assisting in the examination of Client’s compliance or non-compliance status, Company relies upon accurate, authentic, and complete information provided by Client, as well as use of certain sampling techniques
4.1.3 Applicable to PCI Compliance Services. Should a Statement of Work include PCI compliance auditing, testing or assessment or other similar PCI compliance advisory Consulting Services (“PCI Compliance Services”), Client understands that Company’s PCI Compliance Services do not constitute any guarantee or assurance that security of Client’s systems, networks and assets cannot be breached or are not at risk. These Services are an assessment, as of a particular date, of whether Client’s systems, networks and assets, and any compensating controls meet the applicable PCI standards. Mere compliance with PCI standards may not be sufficient to eliminate all risks of a security breach of Client’s systems, networks and assets. Furthermore, Company is not responsible for updating its reports and assessments, or inquiring as to the occurrence or absence of such, in light of subsequent changes to Client’s systems, networks and assets after the date of Company’ final report, absent a signed Statement of Work expressly requiring the same
4.2. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, OR PRODUCT NON-INFRINGEMENT.
4.3. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY, OR ITS RESPECTIVE OFFICERS OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, MISREPRESENTATION, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, ARISING FROM THE USE OF OR INABILITY TO USE THE CUSTOMER’S SYSTEM AND/OR COMPONENTS; OR THAT RESULT FROM MISTAKES, OMISSIONS INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. IN NO EVENT SHALL ANY LIABILITY EXCEED THE AMOUNT INVOICED UNDER THE APPLICABLE PS SOW OR MS AGREEMENT.
ARTICLE FIVE: GENERAL PAYMENT TERMS
5.1. Payment for Incidental Expenses. For any onsite Services requested by Client, Client shall reimburse Company for reasonable, actual travel and out-of-pocket expenses incurred in connection with providing such Services, where such expenses shall be pre-approved by Client in writing or via email. Travel and other related expenses shall be billed to Client once incurred and in no event more than once per month. Parking expenditures shall too be reimbursed to Company unless common automobile parking areas, driveways, unreserved spaces, and/or applicable permits are provided to Company staff. Invoices are due Net 30 days and must be paid by check or ACH.
5.2. Taxes. All prices are based on U.S. dollars. Client shall be solely responsible for the payment of all taxes, including any interest and penalties, in connection with the Services, including but not limited to any sales, use, excise, value-added taxes (“VAT”), consumption, and other taxes and duties assessed on the Services, except if Client provides the Company with a tax exemption certification acceptable to all relevant taxing authorities.
5.3. Late Payments. All invoices are due within 30 days of issuance. A service charge of 1.5% per month (18% annualized) will apply to unpaid balances over 30 days past due. If payment is not received within 60 days, RSI reserves the right to suspend services until the account is brought current. Clients are encouraged to reach out immediately if payment delays are anticipated—our team is committed to working through billing issues proactively.
ARTICLE SIX: CONFIDENTIALITY; NON-SOLICITATION
6.1. Duty to Protect. By virtue of this Agreement, the parties may have access to information that is confidential or proprietary to the other party (“Confidential Information”). Confidential Information shall be limited to information provided to the other party under this Agreement, which has been identified by the disclosing party in writing, prior to or at the time of disclosure, as confidential, or proprietary. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than for the purposes specifically contemplated in the applicable PS SOW or MS Agreement. Each party agrees to use the same standard of care as it uses to protect its own Confidential Information to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party’s Confidential Information.
6.2. Exclusions. Confidential Information shall not include any information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of either party, hereafter disclosed in publicly available sources of information, (iii) is now in the possession of either party without any obligation of confidentiality, or (iv) has been or is hereafter rightfully acquired from a third party and the disclosure is authorized by the third party
6.3. Remedies. Each party acknowledges that any breach of the provisions of this Paragraph shall result in serious and irreparable injury to the non-breaching party for which the non-breaching party cannot be adequately compensated. Each party agrees, therefore, that in addition to any other remedy that the non-breaching party may have in law or equity, the non-breaching party shall be entitled to seek specific performance of this Paragraph by the breaching party by way of an injunction.
6.4. Non-Solicitation of Personnel. Each party acknowledges the strategic and competitive nature of their business relationship and agrees not to solicit or hire personnel involved in work under this Agreement without the other party’s written consent. This restriction applies during the term of the Agreement and for two (2) years after its end. If breached, the violating party must pay the greater of 100% of the employee’s offered salary or 50% of the Client’s offer within five (5) days, as liquidated damages. This amount reflects estimated costs to replace such personnel and is not a penalty. The non-breaching party may also terminate the Agreement immediately. If any part of this clause is found invalid, the rest will remain enforceable, with the intent preserved as much as possible.
ARTICLE SEVEN: OWNERSHIP RIGHTS
7.1. Ownership. Unless otherwise stated in the applicable PS SOW or MS Agreement, all specifications, documentation, ideas, know-how, techniques, processes, developments, and inventions created in connection with the Services shall remain the sole property of Company. However, upon full payment and completion of the Services—or earlier termination of this MSA—Company grants Client and its successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive right to use, but not transfer or sublicense, such intellectual property solely for its internal business purposes and in support of the delivered Services. Upon project completion or termination, and upon request, Client shall return or securely destroy all materials and property belonging to Company, unless otherwise approved in writing by Company. Where applicable, specific deliverables intended for Client ownership will be detailed in the PS SOW and considered transferred upon project completion and final payment.
ARTICLE EIGHT: TERM AND TERMINATION
8.1. Term. This MSA shall commence upon the signature from Client on this MSA and shall remain in full force and effect until terminated. In order to commence the Services in each applicable PS SOW or MS Agreement, Company must receive from Client a valid Purchase Order or a deposit against which the Services are to be billed.
8.2. Termination. Upon termination of this MSA, the obligations of either party to the other under existing PS SOW or MS Agreement issued pursuant to this MSA shall continue in effect as though this MSA had not been terminated until such Services are completed. Upon material breach, this MSA may be terminated by either party immediately and upon written notice provided that the violation is not remedied within fifteen (15) days of the notice.
ARTICLE NINE: MISCELLANEOUS
9.1 Relationship of Parties. Company’s relationship with Client is that of an independent contractor and nothing in this MSA will be construed to create a joint partnership, joint venture, or employer-employee relationship.
9.2 Client Reference. Client understands (i) that Company may identify you as a recipient of services and use Client’s logo in sales presentations, marketing materials and press releases and (ii) to develop a brief Client profile for use by Company on Company’s websites for promotional purposes.
9.3 Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier. All communications shall be addressed to the parties at their respective addresses set forth on the signature page of this MSA. Either party may change the address to which notices or other communications shall be sent or delivered by giving advance written notice to the other party.
9.4 Arbitration. Any claim arising out of or related to this MSA will be submitted to binding, mandatory arbitration under the auspices of the State of California, with the parties sharing equally the costs of arbitration. The preceding sentence does not limit the right of either party to provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration, and the exercise of any such remedy does not waive either party’s right to arbitration.
9.5 Waiver. The waiver by either party of any default or breach of this MSA shall not constitute a waiver of any other provision of this MSA.
9.6 Assignment. This MSA shall be binding on all successors and assigns.
9.7 Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in San Diego County, California, per the rules of the American Arbitration Association. Arbitration ensures a faster, more efficient process than traditional litigation, and both parties waive their rights to trial by jury. This clause shall supersede any conflicting jurisdictional language in any associated agreement or statement of work.
9.8 Severability. If any part of this MSA shall be held invalid or unenforceable, the remaining provisions of this MSA will remain in full force and effect.
9.9 Entire Agreement; Amendment. This MSA (including any PS SOW’s, MS Agreements and MS Change Orders entered into between the parties) shall constitute the complete and exclusive agreement between the parties respecting the subject matter. This MSA may not be amended, terminated or superseded except by an agreement in writing between the parties. This MSA supersedes all previous agreements between the parties, whether oral or written, regarding the Services to be provided hereunder. To the extent of a conflict between or among any provisions of this MSA with a PS SOW or MS Agreement, the provisions of this MSA shall control.
9.10 Force Majeure. Company shall not be liable for any loss or damage, for any failure or delay in delivery due to causes beyond its control, including, but not limited to, fire, acts of God, terrorism, public enemy, or acts of governmental bodies or agencies.
IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date herein.