Each party is responsible and liable for its and its directors’, officers’, employees’ and agents’ negligent or willful acts or omissions resulting in any liability, loss, damage, claim or expense of any kind, including costs and attorneys’ fees, to the other party.
The parties (each an “Indemnifier”) agree to indemnify, defend, and hold the other and its officers, agents and employees (“Indemnified Parties”) harmless from any and all liability, loss, damage, claim or expense of any kind, including costs and attorneys’ fees which result from negligent acts or omissions by Indemnifier, its agents, employees or subcontractors, in connection with the duties and obligations of Indemnifier under this Agreement and for personal injury or property damage resulting from negligent or willful acts or omissions of Indemnifier.
MIS Alliance shall defend, indemnify and hold harmless the Client from and against all liability, demands, claims, suits, losses damages, causes of action, fines, or judgments including costs, attorneys’ and witnesses’ fees and expenses incident thereto, including any cost of investigation, notice and credit monitoring, for any breach of MIS Alliance’s obligations with regard to the security of the Client’s data as well as any damages associated with unauthorized access to or use of such data.
- Limitations on Liability
Client agrees that MIS Alliance’s entire liability, and Client’s exclusive remedy, in law, in equity, or otherwise, with respect to any service or product provided and/or any breach of this Agreement is solely limited to the amount the Client paid for such Service(s) during the term of this Agreement. In no event shall MIS Alliance, its licensors, and contractors be liable for any indirect, incidental, special, or consequential damages, even if MIS Alliance has been advised of the possibility of such damages. MIS Alliance and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from service delays or service interruptions; (2) loss or liability resulting from failure of any hardware component or any software corruption/malfunction; (3) loss or liability resulting from acts of god; or (4) loss or liability resulting in interruption of Client’s business. The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or any of MIS Alliance’s services must be filed within one (1) year after such claim or cause of action arose or such claim shall be forever barred.
MIS Alliance and the Client agree to release, indemnify, and hold harmless each other and any of their contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature whatsoever which may be instituted against them or any of them, howsoever the same may be caused, including, but not limited to, personal injury (including death) to any person or persons, or damage to property, resulting from or in any way arising out of or connected with the performance of or participation in the activities referred to herein.
- Service Dispute
Upon completion of each service by MIS Alliance, Client shall have a fixed time period to review said work online, and to raise any dispute as to the work completed. Each service shall be considered completed upon the MIS Alliance engineer’s completion of a Service Ticket. Upon completion of a Service Ticket, Client shall have 30 days to review the work completed, and to notify MIS Alliance of any dispute as to the quality, workmanship, time spent, travel time, or other issues that Client is dissatisfied with. If Client does not raise said issues within 30 days, as specified, Client shall waive all rights to dispute the work completed, and any associated costs, or to bring any action as a result of the dispute.
- Proprietary Information
MIS Alliance owns all rights, title and interest to, all inventions, improvements, developments, procedures, writings, and the product of all research that it conceives, develops, or acquires in the course of performing its agreement with the Client, whether such invention, improvement, development, procedure, writing, or research is conceived, developed, or acquired during regular business hours or on the premises of or using the properties of the Client.
MIS Alliance recognizes that during the course of providing services to the Client, it or its employees may be exposed to or become aware of information that the Client holds in confidence within the terms of the attorney/client privilege, work product doctrine, etc. MIS Alliance, therefore, agrees to maintain, in strict confidence, any information that may come into its possession or the possession of any of its employees during the term of and after the termination of this Agreement.
Similarly, the Client shall not, either during the period of MIS Alliance’s Agreement with the Client or thereafter, use for Client’s own benefit or disclose to any person outside the Client’s organization, any information concerning confidential or proprietary information of MIS Alliance.
Client agrees that it shall not, during the term of this Agreement or other involvement with MIS Alliance, and for a period of two (2) years immediately following the termination of this Agreement, (i) either directly or indirectly solicit or take away, or attempt to solicit or take away employees of MIS Alliance, either for its own business or for any other person or entity, or (ii) employ any employee of MIS Alliance.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.
In the event that MIS Alliance shall be merged with, or consolidated into, any other corporation, or in the event that it shall sell and transfer substantially all of its assets to another corporation or entity, the terms of this Agreement shall inure to the benefit of, and be assumed by, the corporation or entity resulting from such merger or consolidation, or to which MIS Alliance’s assets shall be sold and transferred. This Agreement shall not be assigned by the Client.
- Attorney’s Fees
If the Client fails to make payments in accordance with the payment terms, the Client shall be liable for MIS Alliance’s reasonable attorney’s fees and costs incurred in collecting such payment.
MIS Alliance’s work on the installation, setup, and functionality related to any projectare warranted for thirty days from the date of completion. All user-induced problems, hardware component failures, loss of data and damages due to acts of God, or external causes such power outages, etc. during or after the completion of the project are excluded from said warranty. Any software, network, or connectivity problems serviced by MIS Alliance’s engineers, outside the scope of the project as defined in the proposal, will be charged on an hourly basis. Any new or existing hardware component failure is outside the scope of this project. MIS Alliance makes no warranty for any work not performed by it or its partners, including specifically Line of Business Software.
All software and hardware items in any MIS Alliance Agreement are covered by their respective manufacturers’ limited warranty. Any warranty is solely between the client and the manufacturer and MIS Alliance has neither rights nor obligations under any manufacturer’s warranty.