Effective August 13, 2024
This Master Services Agreement (“MSA”) sets forth the terms and conditions governing the relationship between Adar, Inc. d/b/a Rhodian Group (hereinafter referred to as “Rhodian Group”) a Delaware corporation, whose principal place of business is located at 5600 N. River Road, Suite 881, Rosemont, IL 60018 and the customer identified in the applicable Service Order or Statement of Work (collectively, the “Order”) or other agreement (“Customer” or “you”) relating to the services provided by Rhodian Group (the “Services”). As used in this Agreement, “Party” means either Customer or Rhodian Group, as appropriate, and “Parties” means Customer and Rhodian Group.
Terms have their normal or common meaning or the meaning given them in the Service Order(s), except as defined in this MSA:
(a) Affiliate is a legal entity that controls, is controlled by, or is under common control with a Party. “Control” means the ability to affect, directly or indirectly, the policies, management and operations of an entity through ownership of voting securities, by contract, or otherwise.
(b) Agreement means this Master Services Agreement, including incorporated, addenda, Service Orders and other documents attached hereto and made a part hereof, as well as any written amendments to this Agreement executed by the authorized representatives of the Parties.
(c) End User means an individual authorized by Customer to use or receive the Services provided to Customer.
(d) Service(s) means the services to be performed by Rhodian Group as set forth in the applicable Service Order.
(e) Service Order means an attachment to this Agreement containing product-specific terms and conditions for a particular Service, including any schedules and attachments thereto.
(f) Start of Service Date for a Service shall be the date Rhodian Group notifies Customer that the Service is available for Customer use. Notwithstanding the above, the Start of Service Date shall never be later than the date Customer or an End User begins to use the Service.
(g) Taxes are amounts Rhodian Group is required by federal, state or local taxing authorities to collect from Customers in connection with furnishing the Service(s).
2.1 Services and Service Orders. Rhodian Group shall provide the Services set forth in the Service Order(s) entered into pursuant to this Agreement. The Parties may add additional Services by mutual execution of additional Service Order(s). If Customer requests Services or features not governed by existing Service Orders executed under this Agreement that are out of scope, then such Services will be billed at Rhodian Group’s then current time and materials billing rates.
2.2 Change Requests.
Customer may request a change to any Service, (“Change Request”) at any time in writing to Rhodian Group. The Change Request must describe in reasonable detail the proposed modification(s) to the Services and identify the priority of the request. Rhodian Group reserves the right to review and approve all Change Requests and to determine if the requested change is within the scope of the Services covered by an existing Service Order. Before undertaking any out-of-scope Services, Rhodian Group shall notify Customer via written or electronic notice if a requested change is outside of the scope of the Services covered by an existing Service Order. Any out-of-scope Change Request accepted by Rhodian Group will be billed on a time and materials basis at Rhodian Group’s then current rates. All Change Requests must be approved by both Parties. If Customer owes Rhodian Group a past due undisputed amount for Services, products and/or software, Rhodian Group may, in its discretion, cease to accept or process any Change Requests. Alternatively, Rhodian Group may, in its sole discretion, require pre-payment from Customer to cover the cost of performing any Change Request. These rights are in addition to all others provided for in this Agreement or at law or in equity.
2.3 Rights to Access and Use.
Rhodian Group hereby grants to Customer, subject to all the terms and conditions of this Agreement, a non-exclusive, non-transferable (except as permitted in the Agreement), non-sub licensable license to access the Services as specified in the applicable Service Order(s) for the duration of the Term, and to use the Services solely for Customer’s internal business purposes.
2.4 Access Restrictions.
Customer shall not, nor allow any End User to, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover (if applicable) any trade secrets or source code to software or Services provided by Rhodian Group; (b) modify, translate, or create derivative works of the Services; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the rights to the Services; (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) (if applicable) remove any proprietary notices from the Services; (f) publish or disclose to third parties any evaluation of the Services without Rhodian Group’s prior written consent; or (g) create any link to the Services or frame or mirror the content contained on, or accessible from, the Services.
3.1 Billing. Monthly Recurring Charges (“MRC’s”) are billed in advance. If Service is made available on a day other than the first day of a monthly billing period, or if Service is discontinued on a day other than the last day of a monthly billing period, the MRC will be prorated for that monthly billing period. Billing for a Service will begin on the Start of Service Date unless otherwise agreed to in writing between the Parties. Consumption, volume, or usage-based charges in excess of any mutually agreed upon amount of MRC are billed in arrears for the preceding month.
3.2 Payment. Unless otherwise provided within the terms of a Service Order, Customer shall pay all invoiced charges for Services and any approved reasonable expenses without deduction, setoff or delay for any reason within thirty (30) days from the date of the invoice (“Payment Period”) by either: (a) check sent to the address provided on the invoice; (b) wire transfer sent in accordance with applicable instructions provided by Rhodian Group; or (c) other method approved by Rhodian Group.
3.3 Late Payments. Except for invoiced amounts disputed in good-faith by Customer in accordance with Section 3.4 below, Rhodian Group will charge a late payment fee equal to 0.75% (or the maximum allowed by law, if less) of all invoiced amounts not paid within the Payment Period (the “Late Payment Fee”). The Late Payment Fee will be applied on a compounded basis to any past due balances carried forward to subsequent monthly billing periods.
3.4 Billing Disputes. If Customer provides written notice of a good faith dispute within thirty (30) days from the date of the invoice, it may withhold payment of that charge so long as Customer: (a) makes timely payment of the undisputed charges; and (b) provides Rhodian Group with a written explanation of the reasons for the dispute. The Parties will cooperate to resolve any disputed charges within thirty (30) days from Rhodian Group’s receipt of Customer’s notice. If a disputed amount is determined by Rhodian Group in its reasonable discretion, to be a legitimate charge, Customer must pay the total amount due and owing (with no penalty) within five (5) business days of receiving notice of such determination. If Customer fails to timely dispute a charge, all invoiced charges shall be deemed valid and undisputed by Customer. Payment shall not prejudice Customer’s right to dispute charges, so long as they are disputed in good faith in the manner and within the timeframes specified in this Article.
3.5 Consequences of Non-Payment. If Customer fails to timely pay undisputed invoices, Rhodian Group may: (a) alter Customer’s billing or payment arrangements (i.e. by requesting financial assurances such as a deposit or bond, or requiring weekly payments), and/or (b) suspend any and all Services provided by Rhodian Group under this Agreement upon written notice to Customer. Following suspension of Services for non-payment, Rhodian Group will not reinstate Services to Customer until: (i) Customer has paid in full all charges then due, including any late fees, interest charges, collection costs and any cost of reinstating Services; and (ii) Customer provides to Rhodian Group satisfactory assurance, as requested (such as a deposit, bond, or requirement of weekly payments), of Customer’s ability to pay for Service for the remainder of the applicable Service term(s). If Customer fails to cure the non-payment within ten (10) days from the date of Service suspension, Customer will be deemed to have terminated the affected Services as of the effective date of Service suspension. A payment default that results in termination of Services shall entitle Rhodian Group to collect from Customer all fees for the months remaining in the then-current term of each Service Order under which a default occurred, in addition to any other remedies available to Rhodian Group.
4.1 Applicability. Service charges do not include any applicable Taxes to be invoiced to Customer, in connection with the furnishing of Services or any purchased products.
4.2 Payment and Other Obligations. To the extent not collected by Rhodian Group, Customer shall be responsible for the self-assessment and self-remission of any and all Taxes associated with Services and any products provided under the Agreement to the applicable collecting agency or party. To the extent Rhodian is required to pay any past due Taxes based on the Services or products provided to and used by Customer under the Agreement, then such applicable Taxes shall be billed to and paid by Customer.
4.3 Exemption Certificate. If Customer believes itself to be exempt from any Taxes, it will provide Rhodian Group with a certificate demonstrating its eligibility for exemption. If the certificate is accepted, Rhodian Group will cease imposing the applicable Taxes and, if such charges previously had been imposed and collected, Rhodian Group will credit Customer in an amount equal to the charges paid by Customer during the ninety (90) day period immediately preceding the delivery of the accepted certificate, unless otherwise required by law or regulation.
4.4 Survival. Customer’s obligation to pay Taxes under this Article 4 will survive the expiration or any termination of the Agreement.
5.1 Agreement Term. This MSA shall commence on the date of last signature of this MSA and shall remain in effect until sixty (60) days following the expiration or termination of all outstanding Service Order(s).
5.2 Service Term. The term for any Service Order shall be set forth in the applicable Service Order.
5.3 Termination.
(a) For Convenience. A Service Order for managed Services may only be terminated for convenience by Customer upon ninety (90) days’ prior written notice to Rhodian Group, provided Customer pays an early termination fee equal to the then-current monthly recurring charges for the months remaining in the current term, such fee to be paid on or before sixty (60) days prior to the termination date. A Service Order for project Services may be terminated for convenience by Customer upon sixty (60) days’ prior written notice to Rhodian Group.
(b) For Cause. Either Party may terminate a Service Order based on the terms explicitly set forth in such Service Order. This MSA may be terminated for cause by either Party if a Party fails to perform a material obligation under this Agreement, and fails to cure such breach within fourteen (14) days of receipt of written notice of the breach. The non-breaching Party shall be entitled to immediately terminate this MSA if, in its reasonable discretion, it determines that the breach is incapable of cure. Upon termination of this MSA, all Service Orders then in effect, shall also terminate.
(b) Insolvency. Either Party may terminate this MSA or a Service Order immediately by written notice if the other Party files a petition of bankruptcy, has an involuntary petition of bankruptcy filed against it that has not been dismissed within thirty (30) days of filing, becomes insolvent, is unable to pay its bill as they become due or if such other Party makes an assignment for the benefit of its creditors.
(c) Effects of Termination. In the event of termination, Customer shall: (a) pay Rhodian Group for all Services rendered and expenses incurred as of the date of termination, remit any early termination fees due, and shall reimburse Rhodian Group for all unrecovered costs incurred by Rhodian Group in the performance of Services; and (b) promptly return any Rhodian Group property in Customer’s possession.
(d) Return of Customer Property. No later than thirty (30) days after the expiration or termination of this Agreement, and earlier if requested by Customer at any time, Rhodian Group shall deliver to Customer at Customer’s own expense or otherwise dispose of according to Customer’s request (all of Customer’s Confidential Information (as defined below) or other property of Customer (including, without limitation, all devices, records and data) in Rhodian Group’s possession. Notwithstanding the foregoing, Rhodian Group may retain a copy of Confidential Information that is: (a) retained in Rhodian Group’s computer backup system as part of the normal operation of that system and is not readily accessible to users of Rhodian Group’s computer systems; or (b) is required to be retained in order to comply with applicable document retention or other similar laws or regulations; provided, in each case, that Rhodian Group continues to safeguard the confidentiality of each such copy.
6.1 The Parties. Each Party represents and warrants to the other Party: (a) that it is an entity, duly organized, validly existing and in good standing under the laws of the place of its origin, with all requisite power and authority to enter into and perform its obligations under this Agreement in accordance with its terms, and (b) that it has and will continue to comply with all applicable anti-corruption laws, including but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”).
6.2 Rhodian Group. Rhodian Group represents and warrants that: (a) it possesses the training, skills and expertise necessary to perform the Service(s), and that it will provide the Service(s) in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of competent service providers in the industry performing comparable services (the “Limited Services Warranty”); and (b) it possesses, and will maintain, all licenses, approvals, registrations and certifications required by regulators or other third parties to furnish its services to Customer. Customer’s sole and exclusive remedy for breach of the Limited Services Warranty shall be for Rhodian Group to reperform any Services brought to its attention within thirty (30) days after the Services are performed.
6.3 Third Party Products. Rhodian Group does not warrant and is not responsible for any third party products or services, if any, but will pursue any available remedies on Customer’s behalf.
6.4 Disclaimer of Other Warranties. THE WARRANTIES SET FORTH IN SECTIONS 6.1-6.2 ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AND RHODIAN GROUP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INTERFERENCE, AND NON-INFRINGEMENT.
Customer shall fulfill the following Customer obligations, together with any set forth in the Service Order(s). Customer shall: (a) provide Rhodian Group with accurate, reliable and complete information, as required for Rhodian Group to deliver the Services; (b) make decisions in a timely manner; (c) obtain required management approval in a timely manner; (d) ensure that any assumptions set forth in a Service Order are accurate; (e) maintain any consents, approvals and licenses necessary from third parties that are required for Rhodian Group to perform its obligations under this Agreement; and (f) comply with all applicable federal, state/provincial and local laws and regulations.
If any Service, provided by Rhodian Group, becomes, or if Rhodian Group reasonably believes it may become, the subject of a suit, proceeding or other claim by third party (not a party to or an Affiliate of a party to this Agreement) alleging that the Service directly infringes such third party’s U.S. patent, trademark or copyright rights of such entity, Rhodian Group at its own expense and option will: (a) procure the right to continue to provide the Service materially as contemplated by the Agreement; or (b) modify or replace the Service with a different one having substantially similar functionality; or (c) if neither of the foregoing is commercially reasonable, discontinue the affected Service and, as appropriate, refund to Customer a pro-rata portion of charges prepaid by Customer for the Service Term remaining after the effective of Service discontinuance. The foregoing sets forth the entire liability and obligations of Rhodian Group, and Customer’s sole and exclusive remedies, with respect to third party claims of intellectual property infringement under this Article 8.
9.1 Definition. As used in this Agreement, “Confidential Information” means information not generally known to the public, and maintained by the party disclosing it (“Disclosing Party”) as confidential, whether of a technical, business or other nature that relates to the provisioning of or receipt of Services, and that should reasonably have been understood by the Receiving Party, because of: (a) legends or other markings; (b) the circumstances of disclosure; or (c) the nature of the information itself, to be proprietary and confidential to the Disclosing Party. Confidential Information may be disclosed in written or other tangible form (including information in computer software or held in electronic storage media) or by oral, visual or other means. For purposes of this Agreement, “Disclosing Party” includes controlled Affiliates of a Party who disclose Confidential Information to the Receiving Party regarding the provisioning of Services under this Agreement. The “Receiving Party” to this Agreement is the party receiving confidential information from the Disclosing Party.
9.2 Use of Confidential Information. The Receiving Party, except as expressly provided in this Agreement, shall not disclose the Disclosing Party’s Confidential Information to anyone except its employees and third parties that assist Receiving Party in its performance of its obligations and the exercise of its rights pursuant to the Agreement and who are subject to non-disclosure obligations no less restrictive than those set forth herein. The Receiving Party shall safeguard and protect such Confidential Information from unauthorized access, use or disclosure by or to others, including but not limited to, maintaining appropriate security measures and providing access on an as-needed basis only. The Parties will treat Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case, using no less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose other than with respect to this Agreement.
9.3 Exceptions. The provisions of this Article 9 shall not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) can be shown by documentation to have been known to the Receiving Party without confidentiality restrictions at the time of its receipt from the Disclosing Party; (c) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or in breach of a confidentiality restriction; (d) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information; or (e) is identified by the Disclosing Party as no longer proprietary or confidential.
9.4 Required Disclosures. If the Receiving Party becomes legally obligated to disclose Confidential Information, the Receiving Party shall give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy, and shall, to the extent practicable, consult with Disclosing Party in an attempt to agree on the form, content, and timing of such disclosure. Notwithstanding the preceding sentence, notification to the Disclosing Party shall not be required if such notification is not permitted by law or would interfere with applicable law enforcement activities.
9.5 Remedies. The Receiving Party acknowledges that Confidential Information is unique and valuable, and that disclosure or use of Confidential Information in violation of this Agreement could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
10.1 Rhodian Group’s Indemnification of Customer. Rhodian Group will defend and indemnify Customer, its employees, directors, officers and agents, from and against any suit, proceeding or other claim brought by an third party (not a party to or an Affiliate of a party to this Agreement) that is caused by, arises from, or relates to: (a) damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful act or omission of Rhodian Group; or (b) Rhodian Group’s infringement of any patent, copyright, trademark, trade secret or intellectual property right.
10.2 Customer’s Indemnification of Rhodian Group. Customer will defend and indemnify Rhodian Group, its employees, directors, officers and agents, from and against any suit, proceeding or other claim brought by an third party (not a party to or an Affiliate of a party to this Agreement) that is caused by, arises from, or relates to: (a) damage to real or tangible personal property or personal injuries (including death) arising out of the negligence or willful act or omission of Customer in connection with its purchase or use of the Services; (b) any unauthorized use or resale of Services by Customer; or(c) Customer provided designs, specifications, or modifications to the Services or combination of the Service or components thereof with Customer hardware, software, or other materials or services provided by Customer and not approved by Rhodian Group.
10.3 Procedure. If a claim covered by this Article 10 is made against Rhodian Group or Customer, the Party in receipt of the claim (“Indemnified Party”) will notify the other Party (“Indemnifying Party”) in writing no later than sixty (60) days after receipt of such notification of a potential claim. The Indemnifying Party will be entitled to assume sole control of the defense of the claim and all related settlement negotiations. The Indemnified Party will provide the assistance, information and authority reasonably necessary to assist the Indemnifying Party. A Party may not settle any such claim without the other’s consent if the settlement would impose an obligation on, or require any admission by, the other Party. Failure of the Indemnified Party to provide notification of a claim will not relieve the Indemnifying Party of its obligations under this Agreement except to the extent the delay prejudices the Indemnifying Party’s ability to defend or settle the claim.
10.4 Survival. The indemnification obligations set forth in this Article 10 will survive this Agreement.
11.1 Consequential Damages. Except for any fees due to Rhodian Group under this Agreement as a result of an early termination of Services or to the extent damages are part of a claim for which indemnification is due under Sections 11.1 and 11.2 herein, neither Party is liable to the other Party for any indirect, consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever including, without limitation, any lost profits, lost revenues, lost savings, or any other business loss including goodwill, loss of use of property, loss of data, cost of substitute equipment or services, downtime costs and claims for damages or harm to business, regardless of foreseeability or whether damages are caused by the willful misconduct, negligent acts or omissions, or wrongful acts arising from or related to this Agreement.
11.2 Service Credits and Liability Limits. Customer’s sole remedy for Service failure, installation delays, or Rhodian Group’s inability to provide Services pursuant to the standards set forth in a Service Order is the right to receive credits or other remedies as set forth in the Service Order(s) hereto. RHODIAN GROUP’S AGGREGATE LIABILITY, FOR ALL CLAIMS ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO RHODIAN GROUP UNDER THE SERVICE ORDER GIVING RISE TO THE LIABILITY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING A CLAIM. WITHOUT LIMITING THE FOREGOING, RHODIAN GROUP WILL HAVE NO LIABILITY ARISING FROM ANY FAILURE OR DYSFUNCTION OF THE SERVICES OR INABILITY TO USE THE SERVICES CAUSED BY: (a) THE FAILURE OR DYSFUNCTION OF CLIENT PROPERTY OR CLIENT EQUIPMENT; (b) PROPERTY, EQUIPMENT, MATERIALS, SOFTWARE, OR SERVICES OF ANY THIRD PARTY; (c) ENERGY SOURCES AND TELECOMMUNICATIONS NETWORKS; OR (d) NETWORKS, SYSTEMS OR INFRASTRUCTURE NOT WITHIN RHODIAN GROUPS’ EXCLUSIVE CONTROL.
11.3 The foregoing limitations apply to all causes of action and claims of any kind, including, without limitation, breach of contract, breach of warranty, strict liability, negligence, misrepresentation, or any other tort.
In no event shall a Party have any claim or right against the other Party for any failure of performance (other than the obligation to make payments due hereunder) due to causes beyond its control, including but not limited to: acts of God, fire, explosion, vandalism, cable or fiber cuts, labor difficulties, supplier failures, shortages, or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected Party.
13.1 Litigation Election. The Parties agree to use the dispute resolution procedures set forth in this Article 13 with respect to any controversy or claim arising out of or relating to this Agreement or its breach, except that either Party may elect to litigate the following types of controversies or claims: (a) an action seeking equitable relief; or (b) a suit to compel compliance with this dispute resolution process. Rhodian Group may also elect to litigate billing or payment disputes or collections matters.
13.2 Mediation. The Parties may mutually elect, via written agreement, to engage in non-binding mediation as a first alternative to arbitration or litigation. Unless otherwise agreed, each Party will bear an equal share of the mediation costs. Each Party shall be responsible for its own attorney fees and expenses .
Assignability. Customer may not assign this Agreement without the prior written consent of Rhodian Group, which consent will not be unreasonably withheld, provided the following conditions are met: (a) assignee agrees in writing to assume all responsibilities and obligations under this Agreement; (b) assignee must be at least as creditworthy as Customer (as determined by Rhodian Group in its reasonable discretion); (c) Customer must deliver to Rhodian Group documents executed by Customer and assignee that are acceptable to Rhodian Group establishing the terms of the assignment; and (d) Customer’s account is current (i.e., no balance older than thirty (30) days) at the time of the assignment. Customer shall remain responsible for all charges incurred prior to the effective date of the assignment. Rhodian Group may not assign this Agreement without the prior written consent of Customer, which consent will not be unreasonably withheld, except in the case of an acquisition of all or substantially all of Rhodian Group’s assets by merger, sale of stock or assets, or otherwise, upon Rhodian’s written notice to Customer.
15.1 Rhodian Group Facilities, Equipment and Software. Rhodian Group ‘s facilities, including equipment and Rhodian-owned software used to provide Service shall remain the sole and exclusive property of Rhodian Group or its assignee, and nothing contained herein shall give or convey to Customer any right, title or interest whatsoever in such facilities, equipment or software, which shall at all times be and remain personal property.
15.2 Agency; Partnership; and Third Parties. This Agreement does not render either Party the agent or legal representative of the other Party and does not create a partnership or joint venture between the Parties. Neither Party shall have any authority to agree for or bind the other Party in any manner whatsoever. This Agreement confers no rights of any kind upon any third party, including without limitation, Customer’s End Users.
15.3 Waiver. No waiver of any of the provisions of this Agreement shall be binding unless it is in writing and signed by the waiving Party. The failure of either Party to insist on the strict enforcement of any provision of this Agreement shall not constitute a waiver of any provision and all terms shall remain in full force and effect.
15.4 Amendment. No amendment or modification concerning the Services or this Agreement shall be effective or binding unless it is made pursuant to Section 2.2 or otherwise made in writing and executed by authorized representatives of the Parties. Neither e-mail nor instant messaging (IM) shall be considered a “writing” sufficient to change, modify, extend or otherwise affect the terms of the Agreement.
15.5 Entire Agreement. This Agreement, together with any applicable Service Order(s), sets forth the entire understanding of the Parties and supersedes any and all prior or contemporaneous agreements, arrangements or understandings relating to the subject matter hereof written, oral or otherwise. The Service Order(s) and other documents referred to herein are integral parts hereof and are hereby made a part of this Agreement. If there is a conflict between the terms and conditions set forth in this MSA and the terms and conditions of a Service Order, the terms and conditions set forth in this MSA shall govern, unless explicitly stated otherwise in a Service Order.
15.6 Severability. If any provision of this Agreement is found to be invalid or unenforceable under applicable law, it will be ineffective only to the extent of such invalidity and will not affect the remaining provisions of this Agreement.
15.7 Applicable Law and Venue. This Agreement is made pursuant to and shall be construed and enforced in accordance with the laws of the State Of Illinois, without regard to its choice of law principles. Without limiting the dispute resolution procedure set forth in Article 13 above, any action arising out of or related to this Agreement that is brought in a court shall be brought in the state or federal courts located in Cook County, Illinois and Customer consents to the exclusive jurisdiction and venue of such courts.
15.8 Notices. Notices under this Agreement shall be in writing and delivered by overnight courier (e.g., Federal Express, DHL) or certified mail, return receipt requested, to the persons whose names and business addresses appear below and such notice shall be effective on the date of receipt by the receiving Party:
If to Rhodian Group: | Rhodian Group, LLC 7358 N. Lincoln Avenue, Suite 100 Lincolnwood, IL 60712
|
If to Customer: | Company Name Street Address City, State Zip Attn: Contact name, Title |
A Party may change its address and point of contact by notifying the other Party in accordance with this Article.
15.9 Non-Exclusivity. This Agreement is non-exclusive. Nothing in this Agreement shall prevent Customer or Rhodian Group from entering into similar arrangements with, or otherwise providing Services to, any other person or entity.
15.10 Publicity. Neither Party shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence of this Agreement or the Services to be provided hereunder without obtaining the prior written approval by an authorized representative of the other Party.
15.11 Survival. The terms of this Agreement which, by their usage and context, are intended to survive this Agreement including, without limitation, the obligation to make payments for Service and provisions regarding confidentiality, intellectual property rights, and limitations of liability, will survive its expiration or termination.
15.12 Headings. The Article and Section headings in this Agreement, including those contained in any incorporated documents, are for convenience only and may not be considered in interpreting the provisions in which they appear.
Our experience with hundreds of businesses across diverse industries provides us with the expertise to understand your unique challenges.
Our experience with hundreds of businesses across diverse industries provides us with the expertise to understand your unique challenges.