Master Client Agreement
This Master Client Agreement (“MCA”) is expressly made a part of any Statement of Work (“SOW”) entered into between Enterprise Data Solutions, LLC (“Company”) and the client listed in such SOW (“Client”). It is effective as of the effective date listed in such Statement of Work (“Effective Date”) and will terminate only upon the termination of such Statement of Work. Company and Client are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
GENERAL TERMS AND CONDITIONS
1. Agreement. This MCA contains the general terms and conditions governing the relationship between the Parties as part of any services set forth in an executed and active SOW. In the event the terms and conditions stated within a SOW conflict with the terms and conditions stated within this MCA, the terms and conditions stated within such SOW shall supersede the terms and conditions stated in this MCA.
2. Term. The term of this MCA shall begin as of the Effective Date and shall continue until the SOW is terminated.
3. Termination. The parties hereto may terminate the SOW as follows: (1) by mutual, written consent of the Parties; (2) by Company, if Client fails to pay to Company any payments under this MCA when due; (3) by either Party upon 60 days written notice if the other Party hereto materially breaches any term of this MCA, and further provided that such breaching party shall fail to cure said breach within such period; (4) by either Party hereto upon written notice to the other Party hereto if a proceeding is brought by the other Party in any court or under supervision of any court-appointed officer under any federal or state bankruptcy, reorganization, rearrangement, insolvency or debt readjustment law, or if any such proceedings are instituted against the other Party and it fails to obtain dismissal of such proceeding within 60 days after the same has been instituted; (5) by Client, with or without cause, upon 60 days written notice plus a one-time charge of 50% of the monthly fee multiplied by the remaining months in the initial term of the contract; or (6) by Company, with or without cause, upon 90 days’ written notice of intent to terminate to Client.
Termination or expiration of this MCA shall not release any party hereto from any liability which has as of the date of such termination or expiration already accrued to the other party hereto, nor affect in any way the survival of any right, duty or obligation of either party hereto which is expressly stated elsewhere in this MCA to survive such termination or expiration hereof.
The provisions of this Section and of the Sections entitled Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-solicitation and Equitable Relief shall survive any termination or expiration of this MCA.
4. Professional Services.
4.1 Company shall provide Client the Services as defined in a SOW. The Services shall be provided by Company in accordance with the timeline, if any, set forth in a SOW. Client shall satisfy all of Client’s obligations, if any, set forth in a SOW.
4.2 Except as otherwise provided in this MCA, Company or its licensors own the Services and Client shall have no proprietary rights in the Services or any software, processes, know-how, source code, source documentation, inventions, ideas and the like included within the Services, or in the intellectual property contained therein, or any documentation related to the Services. Client shall have a personal, non-transferable and non-exclusive license to use any software and documentation provided by Company solely in connection with the Services. Client agrees not to duplicate such software or documentation, or any part thereof, except that Client may retain one copy for the purpose of backup. Client agrees not to assign, sublicense, transfer, lease, rent or share any license granted to Client hereunder, and not to reverse assemble, engineer, or decompile such software, or any part thereof, or otherwise misappropriate any of the intellectual property of Company. To the extent that any software is included in or used by Company in the performance of the Services, such software may be subject to a separate license agreement, if required by Company.
4.3 Except as otherwise provided in this MCA, to the extent that Company or any third-party manufacturer specifies any preventative maintenance with respect to the Services, Client shall be responsible for such maintenance.
From time to time, Client may request that Company provide additional or amended Services not covered in existing Services exhibit, and the parties hereto may, but are not required to, agree to a change order for Services either by amending existing Services exhibit or by entering into a new Services exhibit. Such change order, if executed, will specify the Services to be provided by Company and terms for such Services, including, but not limited to, price terms.
5. Data Breach Notification. Company shall notify Client in writing within twenty-four (24) hours of discovering any actual or reasonably suspected Security Incident. A “Security Incident” means any unauthorized access to, acquisition of, use of, or disclosure of Client Data, or any breach of security of Company’s systems that compromises the security, confidentiality, or integrity of Client Data. Such notice shall include: (a) a description of the nature of the incident; (b) the categories and approximate number of data records affected; (c) the measures taken or proposed to address the incident; and (d) a designated contact person. Company shall cooperate with Client in investigating and remediating any Security Incident.
6. Reporting Requirements. During the term of this MCA, Company shall provide Client with such oral or written reports as described in this MCA.
7. Compensation. Client shall compensate Company for the Services in accordance with the terms and payment schedule set forth on the applicable SOW. Client shall make payments to Company in accordance with such payment schedule and within thirty (30) days after receipt of an invoice, provided that the invoice reflects the appropriate amount for payment and detail for Services performed or pre-approved expenses incurred. Client shall also pay any sales, use, value-added, or other tax or charge imposed by any governmental entity upon the sale, use or receipt of the Services. Late payments shall accrue interest at the rate of two percent (2%) per month, or the maximum rate allowed by applicable law, whichever is lower. Except as expressly set forth in this MCA, Company shall be responsible for all expenses incurred by Company under this MCA.
7.1 Billing and Payment: Payments must be made by accessing the Company’s billing portal found on https://eds.connectboosterportal.com, unless otherwise mutually agreed to in writing. Client acknowledges that Client may provide by credit card; however, Client acknowledges that credit card payments will be assessed an additional fee of 3% to offset card processing costs (“Credit Card Surcharge”). The Credit Card Surcharge will be disclosed at the time of payment. The surcharge will not apply to payments made by e-check. Client authorizes Company to charge the Credit Card Surcharge in addition to the invoiced amounts when Client elects to pay by credit card.
8. Installation. To the extent that any products or materials are to be installed by Company, Company shall install such products or materials as specified in this MCA. Installation dates are estimates only. Client shall be responsible for preparation and maintenance of the site for such installation, including, but not limited to, providing necessary electrical power and communication lines and proper air conditioning and humidity control.
9. Warranties.
9.1 Company hereby warrants that the Services provided and any products or materials installed by Company shall be performed or installed by Company in a workmanlike manner, consistent with generally prevailing industry standards, and in compliance with the requirements of this MCA.
9.2 COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED ON ITS OWN REGARDING THE FUNCTIONALITY, PERFORMANCE OR FITNESS OF ANY THIRD-PARTY HARDWARE, SOFTWARE, CLOUD SERVICE, OR OTHER PRODUCTS OR SERVICES NOT DEVELOPED BY COMPANY (“THIRD-PARTY PRODUCTS”), BUT INSTEAD RELIES ON THE WARRANTIES PROVIDED BY THE MANUFACTURER OF EACH SUCH PRODUCT.
Client’s rights and remedies with respect to Third-Party Products, if any, are limited to the warranties and remedies provided by the applicable third-party manufacturer, licensor, or service provider.
9.3 EXCEPT AS STATED IN THIS MCA, COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, INTEROPERABILITY, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THE WORK AND SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED AND/OR ERROR FREE. COMPANY DOES NOT MAKE AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AGAINST LOSS OF DATA, SECURITY BREACHES, THIRD PARTY INTERRUPTION OR INTERFERENCE WITH DATA OR NETWORKS, AND EXPOSURE OR RELEASE OF PERSONALLY IDENTIFIABLE INFORMATION, UNLESS SUCH LOSS, SECURITY BREACHES, INTERRUPTION OR INTERFERENCE ARISES FROM COMPANY’S BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF CLIENT, AND DO NOT EXTEND TO ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLIENT ACKNOWLEDGES THAT COMPANY SHALL BEAR NO RESPONSIBILITY FOR THE PERFORMANCE, REPAIR OR WARRANTY OF ANY OF CLIENT’S SOFTWARE, HARDWARE PRODUCTS OR SERVICES PROVIDED TO CLIENT OR BY A THIRD PARTY, UNLESS OTHERWISE SET FORTH HEREIN.
9.4 All warranties set forth in this MCA shall be null and void if the products or materials manufactured or created by Company are: (1) altered, modified or repaired by persons other than Company or persons approved by Company, including, without limitation, the installation of any attachments, features or devices not supplied or approved by Company; (2) misused, abused or not operated in accordance with specifications of Company or the manufacturers or creators of the products or materials by persons other than Company or persons approved by Company; or (3) subjected to improper site preparation or maintenance by persons other than Company or persons approved by Company. Company shall not be responsible for any malfunction, nonperformance or degradation of performance of any products or materials manufactured or created by Company caused by or resulting directly or indirectly from installation by Client, any alteration, modification or repair that was not made by Company or persons approved by Company or any causes external to such products or materials, such as, but not limited to, power failures and surges. Client shall comply at all times with all applicable specifications, laws, regulations and ordinances relating to its use of such products or materials. To the extent that such products or materials are manufactured or created by any third party, the warranties related to such products or materials come solely and exclusively from such third party.
10. Indemnification. If any Services, Deliverables, or other products or materials provided by Company and developed by or for Company (excluding Third-Party Products) (collectively, “Company Materials”) are alleged to infringe, misappropriate, or otherwise violate any third party’s patent, copyright, trademark, trade secret, or other intellectual property right (an “IP Claim”), Company shall, at its expense: (a) defend the IP Claim; and (b) indemnify and hold harmless Client and its affiliates, and their respective directors, officers, employees, and agents, from and against any damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid in a settlement of an IP Claim, provided that no settlement may impose any obligation on Client, include any admission of fault by Client, or restrict Client’s use of any non-infringing portion of the Company Materials without Client’s prior written consent.
If Client’s use of any Company Materials is enjoined (or Company reasonably determines that such an injunction is likely), Company shall, at Company’s option and expense, promptly: (i) procure for Client the right to continue using the affected Company Materials; (ii) replace the affected Company Materials with non-infringing materials that are functionally equivalent in all material respects; or (iii) modify the affected Company Materials so they become non-infringing while maintaining substantially equivalent functionality and performance. If Company is unable to accomplish (i), (ii), or (iii) within a commercially reasonable time after receiving notice of the IP Claim (taking into account the severity of impact on Client’s operations), then Client may terminate the affected SOW (or, if the affected Company Materials are material to the Agreement as a whole, terminate this Agreement) upon written notice. Upon such termination, Company shall (A) refund any prepaid, unused fees for the terminated portion, pro-rated as of the effective termination date, and (B) provide reasonable transition assistance to enable an orderly migration away from the affected Company Materials.
This Section does not apply to the extent an IP Claim arises from: (1) Third-Party Products or materials not developed by Company; (2) Company Materials created to Client’s designs or specifications; (3) Client’s modification of Company Materials not authorized in writing by Company; (4) Client’s use of Company Materials in combination with items not supplied or approved in writing by Company; (5) Client’s misuse or abuse of Company Materials in combination with items not supplied or approved in writing by Company; or (6) Client’s failure to use corrections or enhancements made available by Company that would have avoided the infringement, provided Company has notified Client in writing of the availability and material purpose of such correction or enhancement.
11. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR ANY EMPLOYEE, AGENT OR CONTRACTOR OF THE OTHER PARTY, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS MCA OR APPLICABLE SOW EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS MCA OR THE APPLICABLE SOW EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND IN NO EVENT SHALL SUCH PERIOD EXCEED TWELVE (12) MONTHS.
Upon Client’s written request, Company shall provide Client with certificates of insurance and copies of the declarations pages and endorsements (and, if requested, the relevant policy forms, subject to reasonable redaction of pricing and other confidential commercial terms) for the insurance maintained by Company.
12. Confidentiality.
12.1 “Confidential Information” of a party hereto shall be deemed to include all non-public information, materials and data disclosed or supplied by such party (“Disclosing Party”) to the other party hereto receiving such information (“Receiving Party”), that Disclosing Party designates to be of a confidential nature. If disclosed in written or other tangible form or electronically, Confidential Information shall be marked by Disclosing Party as “Confidential”. If disclosed orally or visually, Confidential Information shall be identified as such by Disclosing Party at the time of disclosure and designated as “Confidential” in a written memorandum of such disclosure, summarizing the Confidential Information sufficiently for identification, to be delivered by Disclosing Party to Receiving Party within thirty (30) days of such disclosure.
Company acknowledges that the following are to be deemed Confidential Information without need of the Disclosing Party to designate in writing as “Confidential”: Client’s list of accounts and related data, personally identifiable information (PII), wire/transaction instructions, bank account numbers, credentials, access keys, security logs, and vulnerability and incident information; and any summaries, analyses, compilations, notes, or other materials prepared by the Receiving Party that contain or are derived from Confidential Information.
12.2 The following information shall not be considered Confidential Information hereunder: (1) information of Disclosing Party that is or becomes generally known within the relevant industry through no wrongful act or omission of Receiving Party or breach by Receiving Party of its obligations under this MCA; (2) information which Receiving Party can establish and document by contemporaneous written proof was in the possession of or known by such party prior to its receipt of such information from Disclosing Party, without any obligation of confidentiality to Disclosing Party; (3) information that is rightfully disclosed to Receiving Party by a third party with no obligation of confidentiality to Disclosing Party; and (4) information which is independently developed by Receiving Party without use of or reference to Confidential Information of Disclosing Party, with Receiving Party bearing the burden of proving such independent development.
12.3 Confidential Information of Disclosing Party may not be used by Receiving Party for any purpose except in the performance of Receiving Party’s obligations on behalf of Disclosing Party under this MCA. Receiving Party shall maintain the confidentiality of all of Disclosing Party’s Confidential Information disclosed to Receiving Party hereunder and shall not disclose such Confidential Information to any person or entity, except as provided in this MCA.
12.4 To the extent Receiving Party is required to disclose Confidential Information of Disclosing Party pursuant to any court or regulatory order, Receiving Party shall promptly notify Disclosing Party in writing of the existence, terms and circumstances surrounding such disclosure so that Disclosing Party may seek a protective order or other appropriate remedy from the proper authority. Receiving Party agrees to cooperate with Disclosing Party in seeking such order or remedy. Receiving Party further agrees that if Receiving Party is required to disclose Confidential Information of Disclosing Party, Receiving Party shall furnish only that portion of Confidential Information that is legally required and shall exercise all reasonable efforts to obtain reliable, written assurances that confidential treatment shall be accorded Confidential Information.
12.5 Receiving Party shall promptly return to Disclosing Party all correspondence, memoranda, papers, files, records and other tangible materials embodying Disclosing Party’s Confidential Information or from which such information may be derived, including all copies, extracts or other reproductions thereof, when Receiving Party no longer needs such Confidential Information to accomplish the performance of Receiving Party’s obligations on behalf of Disclosing Party under this MCA or when Disclosing Party requests its return, whichever occurs first, or certify to Disclosing Party that all such materials have been destroyed if Disclosing Party requests such destruction.
12.6 Upon termination or expiration of this MCA, for whatever reason, each of the parties hereto shall immediately cease using any and all Confidential Information of the other party hereto, unless specifically authorized in writing by such other party, and shall promptly return to such other party any and all of such information in its possession, and shall not publish or reveal, use or divulge, directly or indirectly, any of such information unless specifically authorized, in writing, by such other party. Without limiting the generality of the foregoing, the obligation to promptly return Confidential Information shall include, but not be limited to, the obligation to promptly erase any and all of such Confidential Information, and all images, compilations, copies, summaries or abstracts of such information, from computer storage, systems and related storage devices, tools and servers.
13. Non-Solicitation. During the term of any SOW, and for a period of 12 months thereafter, each Party agrees not to, directly or indirectly, solicit, recruit or employ any employee of either Party without the prior written consent of the other.
14. Equitable Relief. A breach of Section 12 or Section 13 hereof by a party hereto cannot reasonably or adequately be compensated in damages in an action at law and shall cause irreparable harm and significant injury and damage to the other party hereto. By reason thereof, the non-breaching party shall be entitled, in addition to any other remedies it may have under this MCA or otherwise, to seek and obtain immediate preliminary, interim and permanent injunctive or other equitable relief to prevent or curtail any actual or threatened breach of such Sections.
15. Notices. All notices, demands and communications required or permitted in connection with this MCA shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the party hereto at the address set forth on the Cover Page of this MCA (or such other address for a party as shall hereafter be specified by like notice). Either party hereto may from time to time change its notification address by giving the other party hereto prior written notice of the new address and the effective date thereof.
16. Relationship of the Parties. Company is an independent contractor of Client. Neither Party shall be the employee or agent of the other.
17. Successors and Assigns. This MCA and applicable SOW shall benefit and be binding upon the parties hereto. Neither Party may assign this MCA and applicable SOW, in whole or in part, without the prior written consent of the other Party; provided, however, that either Party may assign this MCA and applicable SOW without such consent to an affiliate or in connection with a merger, reorganization, or sale of substantially all of its business or assets, so long as (i) the assignee assumes all obligations under this MCA in writing, and (ii) the assigning Party provides prompt written notice to the other Party. Any assignment in violation of this Section is void.
18. Force Majeure. Any delay or failure of a Party to perform its obligations will be excused if and to the extent that it was caused by an event or occurrence beyond such Party’s reasonable control and without its fault or negligence (“Force Majeure”). A party claiming Force Majeure must provide the other Party with written notice of such delay (including the anticipated duration of the delay) within ten (10) days of the occurrence of Force Majeure event.
19. Modification or Waiver. The parties hereto may, by mutual agreement, amend any provision of this MCA, and any party hereto may grant consent or waive any right to which it is entitled under this MCA or any condition to its obligations under this MCA, provided that each such amendment, consent or waiver shall be in writing. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof.
20. Promotion. Company may, in its public advertising and promotional materials, reference Client and the services provided to Client, subject to Client’s prior approval of said promotional materials, which approval shall not be unreasonably withheld.
21. Governing Law. This MCA shall be construed under and in accordance with the laws of the State of California.
22. Dispute Resolution.
22.1 Client and Company agree that each will mutually benefit from a procedure for resolving legal disputes that may arise between them and that might otherwise become the subject of litigation, in an expeditious, cost efficient, fair,
and impartial manner.
22.2 The parties hereto agree, on their own behalves and on behalf of their respective agents and assigns, that all potentially litigable claims or controversies arising from this MCA (1) for any monetary relief, or (2) to compel specific performance, whether or not arising out of this MCA, shall be submitted to binding arbitration before a mutually acceptable arbitrator. If Client and Company cannot agree upon an arbitrator, the claim or controversy shall be arbitrated by a single arbitrator appointed by the American Arbitration Association.
22.3 Client and Company shall each pay one-half of the arbitration costs. In no event shall Client be obligated to pay fees or costs that Company incurs on its own behalf in pursuing the arbitration, other than as may be awarded as costs to the prevailing party. Likewise, in no event shall Company be obligated to pay fees or costs that Client incurs on its own behalf in pursuing the arbitration, other than as may be awarded as costs to the prevailing party.
22.4 Both Company and Client acknowledge that each has read and understands Section 22 above, and that each party understands that both Company and Client are agreeing to have the specified disputes arising out of this MCA decided by a neutral, binding arbitrator and that both are giving up their respective rights to a jury trial or a court trial, as well as their respective rights to an appeal.
23. Severability. In the event that any provision of this MCA, or any word, phrase, clause, sentence or other provision thereof, should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this MCA as modified legal and enforceable to the fullest extent permitted under applicable laws.
24. Amendments. Company may modify, amend or update the terms of this MCA at any time in Company’s sole discretion by posting revised terms on the Company’s website at https://www.edataso.com/mca and providing written notice to Client (including email). Revised terms are effective on the date specified in the notice or posting, but not earlier than fifteen (15) days after the notice is sent. Client may object by written notice within fifteen (15) days after the notice is sent; if Client timely objects, the modification will not take effect unless the parties mutually agree in writing, and the MCA will otherwise remain in force under its then-current terms. Notwithstanding the foregoing, no modification will materially alter the Parties’ material rights or obligations in a manner materially adverse to Client unless Client expressly agrees in writing.
Last modified on Tuesday, March 3, 2026.