Forrest Security LLC - Master Services Agreement

WHEREAS, Forrest Security, LLC is a consulting company in the business of providing Consulting and Professional Services, Implementation Services, and Training; and

WHEREAS, Client desires to engage Forrest Security, LLC, and Forrest Security, LLC desires to be engaged by Client, to provide such Consulting and Professional Services, Implementation Services, and Training as described herein and in any separate Statements of Work (“SOW”).

THEREFORE, in consideration of the mutual agreements below, and intending to be legally bound, the parties agree as follows:

1. Definitions. For the purposes of this Agreement and each SOW, the following terms shall have the meanings set forth below:

a. Client Content. Any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, data, software and other materials or content which Client provides in connection with any Services.

b. IP. All intellectual property, including, without limitation, all processes, formulas, research, ideas, inventions, discoveries, improvements, specifications, formulas, scripts, patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, design rights and database rights.

c. Services. The services Forrest Security, LLC provides to Client, such as Consulting and Professional Services, Implementation Services, Managed Services, Support and Maintenance Services, and Training, collectively, as specified in each SOW.

d. Statement of Work or SOW. Each document described as a statement of work, which shall govern the specific Services to be performed by Forrest Security, LLC under this Agreement and the specific terms thereof. Forrest Security, LLC and Client shall, from time to time during the term of this Agreement, enter into separate SOWs to govern such specific Services and terms.

e. Forrest Security, LLC Content. In any form or media, any software (in source code or object code format) libraries, tools, products, training materials, formulas, subroutines, applets, know-how, ideas, techniques, architecture, methodologies, concepts, trade secrets and other proprietary information, any other derivative works, and records or documentation of each of the fore going, that were owned and/or licensed by Forrest Security, LLC prior to entering into the applicable SOW as well as anything authored, conceived and/or developed after entering into the applicable SOW, including, without limitation any materials, documentation, methods, processes, and the like developed, conceived or delivered as part of or in connection with the Services (excluding Client Content).

f. Work Product. All works, materials, software, documentation, methods, apparatus, systems and the like prepared, developed, conceived, or delivered as part of or in connection with the Services, and all tangible embodiments thereof.

2. Services. Client engages Forrest Security, LLC to provide certain Services as described in the SOW. Neither party will have any obligation with respect to any draft SOW unless and until it is executed by the parties. From time to time during the term of an SOW, Client may submit a change order to Forrest Security, LLC requesting additional Services under such SOW. In the event Forrest Security, LLC agrees to provide such additional Services, then Forrest Security, LLC will issue an invoice to Client for such Services, and the Services shall be governed by terms in the applicable SOW and this Agreement (and, where applicable, the agreement between Client and the applicable provider of the Third-Party Products). The parties agree that any terms set forth in a change order which are inconsistent with the terms in the applicable SOW or this Agreement shall not be binding on the parties hereto. The parties may agree to amend the SOW to reflect any change orders.

3. Term.

a. Agreement. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, unless terminated earlier in accordance with this Agreement (“Initial Term”). Thereafter, this Agreement shall automatically renew for a period of one (1) year, unless terminated earlier in accordance with this Agreement (“Renewal Term”). The Initial Term and Renewal Term shall collectively be referred to herein as the “Term”. Notwithstanding anything herein to the contrary, in the event the term of an SOW extends beyond the Term of this Agreement, the Term of this Agreement shall be extended through the term of the applicable SOW as it relates to the Services provided thereunder.

b. SOWs. The Services will commence on the date set forth in the applicable SOW and continue thereafter asset forth in such SOW, unless otherwise terminated earlier in accordance with the terms of such SOW and/or this Agreement.

4. Cooperation. During the Term, Client shall cooperate with Forrest Security, LLC. Client shall promptly make competent, qualified personnel available to assist and answer questions of Forrest Security, LLC, as reasonably requested by Forrest Security, LLC. Forrest Security, LLC shall bear no liability and shall not be responsible for delays in the provision of the Services or any portion thereof caused by Client’s failure to timely provide information requested by Forrest Security, LLC. Forrest Security, LLC shall not be liable for failure to perform any of its obligations, including without limitation, satisfaction of the time deadlines set forth in the applicable SOW, where Forrest Security, LLC is unable to perform, and/or its performance is delayed, solely due to the actions or inactions of Client including, but not limited to, Client’s failure to meet its project deadlines, to fulfill the Client obligations set forth in any SOW and/or to provide necessary information and/or adequate working conditions, including, without limitation, equipment, space, personnel and/or technical support. Client is solely and exclusively responsible for obtaining, installing, maintaining, and supporting, at its sole expense, such hardware, software, telecommunications capabilities, and other technology, specifically including responsibility for providing appropriate personal computers, Internet browser software, telecommunications lines, and a current account with an Internet service provider, as are necessary for it to use Third-Party Products, Forrest Security, LLC Content and/or Work Product.

5. Confidentiality.

a. Confidential Information. During the Term of this Agreement, the parties may have access to certain information that is not generally known to others including any and all information, whether in writing or communicated electronically or verbally, relating to the party and its business, including without limitation, (i) the names and addresses of Clients, suppliers, referral sources, and purchasing agents; (ii) processes, formulas, research, ideas, inventions, discoveries, improvements, specifications, formulas, or any trade secret; (iii) methods of doing business, costs or prices, uses or betterments of its products or services; (iv) business plans, strategies, operations, marketing studies or any plan or method for the sale or marketing of its products or services; (v) proprietary computer programs and software, processes, and computer source codes; (vi) its financial condition, including sales, expenses, and profits; and (vii) any confidences or other confidential business matter (collectively, “Confidential Information”). The party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the party receiving Confidential Information shall be referred to herein as the “Receiving Party”.

b. Obligations. Receiving Party will keep the Confidential Information confidential, and may disclose the Confidential Information to its officers, directors, or employees who have a need to know such Confidential Information solely in connection with this Agreement. Receiving Party will cause such officers, directors, or employees to comply with this Agreement and will assume full responsibility for any failure to comply with the terms and conditions of this Agreement. Receiving Party will not transfer or disclose any Confidential Information to any third party without Disclosing Party’s prior written permission and without such third party having a contractual obligation to keep such Confidential Information confidential. Receiving Party will not use any Confidential Information for any purpose other than to perform its obligations under this Agreement.

c. Exclusions. Confidential Information does not include information that: (i) Receiving Party possessed on the Effective Date of this Agreement and was not previously received from Disclosing Party; (ii) Receiving Party received during the Term of this Agreement from any third party which did not receive the same, directly or indirectly, from Disclosing Party; (iii) now or subsequently entering the public domain through no fault of Receiving Party; (iv) independently developed by Receiving Party; (v) learned by Receiving Party through legitimate means other than from Disclosing Party; and/or (vi) disclosed by Receiving Party with the prior written consent of Disclosing Party.

d. Legal Requirements. If Receiving Party is requested or required to disclose any of Disclosing Party’s Confidential Information under a subpoena, court order, statute, law, rule, regulation or other similar requirement (“Legal Requirement”), Receiving Party will, if lawfully permitted to do so, provide prompt notice of such Legal Requirement to Disclosing Party so that Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If Disclosing Party is not successful in obtaining a protective order or other appropriate remedy and Receiving Party is legally compelled to disclose such Confidential Information, or if Disclosing Party waives compliance with the provisions of this Agreement in writing, Receiving Party may disclose, without liability hereunder, such Confidential Information solely to the extent necessary to comply with the Legal Requirement.
e. Notice. In the event that Receiving Party learns or has reason to believe that Confidential Information has been disclosed or accessed by an unauthorized party, Receiving Party will immediately give notice of such event to Disclosing Party.

f. Termination. Upon termination of this Agreement or upon Disclosing Party’s written request, Receiving Party will return to Disclosing Party all copies of Confidential Information already in Receiving Party’s possession or within its control. Alternatively, with Disclosing Party’s written consent, Receiving Party may destroy such Confidential Information, provided that the Confidential Information is destroyed in accordance with applicable law, rule or regulation and is rendered unreadable, undecipherable and otherwise incapable of reconstruction, in which case an officer of Receiving Party will certify in writing to Disclosing Party that all such Confidential Information has been so destroyed. Confidential Information contained in Receiving Party’s system-backup need not be returned or destroyed so long as such backup is maintained in confidence in accordance with the terms and conditions set forth herein.

g. Remedies. Each party acknowledges that a breach of this Article 5 will cause irreparable harm to Disclosing Party which cannot be adequately remedied by the award of monetary damages. The parties agree Disclosing Party shall be entitled to temporary and permanent injunctive relief in the event of any breach or threatened breach of this Article by Receiving Party, without being required to post a bond, in addition to all other remedies to which Disclosing Party may be entitled at law or in equity.

h. Survival. The parties agree the terms and conditions set forth in this Article 5 shall continue in full force and effect notwithstanding the termination of this Agreement and/or any SOW.
 

6. Client Content and Forrest Security, LLC Content.

a. Client Content. During the Term of this Agreement, Client grants Forrest Security, LLC an irrevocable, nonexclusive, worldwide, royalty-free license to view, use, reproduce, publish, modify, copy, distribute, transmit and display the Client Content as necessary to provide the Services. Client represents and warrants that all Client Content is owned by Client or Client has permission from the rightful owner to use Client Content, and that Client has all rights necessary for Forrest Security, LLC to use the Client Content in connection with the Services. Client and its licensors retain title, all ownership rights, and all IP rights, in and to the Client Content, and reserve all rights not expressly granted to Forrest Security, LLC.

b. Forrest Security, LLC Content. Forrest Security, LLC retains all right, title, ownership rights, and interest in and to all trade names, fictitious names, trademarks, and service marks owned or licensed by Forrest Security, LLC. No right, title, ownership rights and/or interest in or to Forrest Security, LLC’s trade names, fictitious names, trademarks, or service marks is granted to Client. All uses of Forrest Security, LLC’s trade names, fictitious names, trademarks, and service marks shall insure solely to the benefit of Forrest Security, LLC or its licensors. Forrest Security, LLC shall have exclusive title and ownership rights, including all IP rights, in all Work Product. Forrest Security, LLC and its licensors retain, and shall have, on an exclusive basis, all right, title, ownership rights, and interest, and all IP rights, in and to any and all Forrest Security, LLC Content. Subject to the terms and conditions set forth herein and in the SOW, and subject to Forrest Security, LLC’s receipt of payment in accordance with the terms and conditions of this Agreement and the SOW, Forrest Security, LLC hereby grants to Client a limited, non-exclusive, perpetual (except as set forth herein), worldwide, non-transferable license for Client to use the Forrest Security, LLC Content and Work Product for its internal purposes and to enable the full use and benefit of the Services. No right is granted to Client hereunder to, or to authorize others to, permit, authorize, license or sublicense any third party to view or use the Forrest Security, LLC Content or Work Product, or sell, distribute or otherwise transfer the Forrest Security, LLC Content or Work Product. Except as expressly permitted in this Agreement and the SOW, Client shall not, directly or indirectly, without the prior written consent of Forrest Security, LLC: (i) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Forrest Security, LLC Content or Work Product, or any portion thereof; (ii) make any derivative works based on the Forrest Security, LLC Content or Work Product; (iii) lease, sublicense, rent, distribute, transfer or assign the Forrest Security, LLC Content or Work Product, or any portion there of, to any third party without the prior written consent of Forrest Security, LLC; (iv) use the Forrest Security, LLC Content or Work Product in violation of applicable laws; (v) use or permit the use of, reproduce or otherwise duplicate, disclose, modify or encumber any Forrest Security, LLC Content or Work Product, or any portion thereof; (vi) merge any Forrest Security, LLC Content or Work Product, or any portion thereof, with any other program or materials, except as expressly permitted in the SOW; (vii) access the Forrest Security, LLC Content or Work Product in order to build a similar product or competitive product; (viii) take any action that materially interrupts or interferes with, or that might reasonably have been expected to materially interrupt or interfere with, the Forrest Security, LLC Content or Work Product; or (ix) permit any other person or entity to engage in any of the foregoing conduct. Notwithstanding anything herein to the contrary, Forrest Security, LLC reserves the right, without liability to Client, to disable or suspend the Client’s access to or use of the Forrest Security, LLC Content, Work Product or Third-Party Products in the event: (a) of any breach or anticipated breach of this Agreement or SOW; (b) use by Client or its users of the Forrest Security, LLC Content, Work Product or Third-Party Products may disrupt or pose a security risk, or may harm Forrest Security, LLC’s systems or any provider of any third-party services, or may subject Forrest Security, LLC or any third party to liability; (c) Client or its users are using the Forrest Security, LLC Content, Work Product or Third-Party Products for fraudulent or illegal activities; or (d) Forrest Security, LLC’s continued provision of any of the Forrest Security, LLC Content, Work Product or Third-Party Products to the Client or its users is prohibited by applicable law. Client shall not use the Forrest Security, LLC Content, Work Product or Third-Party Products in any manner not specifically permitted hereunder.

7. Payments and Invoices.

a. Payments, Taxes, and Expenses. In consideration of the Services described in this Agreement and SOW, Client agrees to pay Forrest Security, LLC the fees set forth in the SOW. All fees due and payable under this Agreement are exclusive of taxes, which may be added at the prevailing rate from time to time, if applicable. Client agrees to reimburse Forrest Security, LLC for reasonable travel and out-of-pocket expenses.

b. Invoices. Unless otherwise agreed in the SOW, each invoice shall be due and payable by Client within thirty (30) days from Client’s receipt of such invoice. Forrest Security, LLC may submit invoices to Client prior to the commencement of Services, during the Services, and/or after the Services are complete. Invoices submitted by Forrest Security, LLC to Client are deemed accepted and approved unless disputed by Client in accordance with subsection (d) below.

c. Late Charge. If Client does not make payment on or before the date on which it is due, a late charge of five percent (5%) of such overdue payment shall be added to the payment. Notwithstanding anything here into the contrary, Forrest Security, LLC may, in its sole discretion, suspend Services and/or Third-Party Products upon notice to Client if Client is past due on payments until payment is made in full without incurring any liability or waiving any right established hereunder or by law. In the event Forrest Security, LLC suspends Services and/or Third-Party Products, Forrest Security, LLC may require Client to pay a reinstatement fee, as determined by Forrest Security, LLC. All fees due and payable by Client to Forrest Security, LLC under this Agreement or SOW must be paid in full without any deduction, set-off, counterclaim or withholding of any kind, unless required by law.

d. Invoice Dispute Process. If Client has a bona fide dispute in relation to any portion of the fees invoiced, Client shall provide notice to Forrest Security, LLC in writing within fifteen (15) days from the date of the invoice setting forth the details surrounding such good faith dispute. The parties shall attempt to settle the disputed fees within fifteen (15) calendar days of the date of such notice. If the dispute is not resolved within fifteen (15) calendar days, then either party may at any time thereafter submit such dispute to a court of competent jurisdiction as set forth herein. When the dispute is resolved: (a) if a payment is owed to Forrest Security, LLC, such payment shall be made within five (5) calendar days of the resolution of such dispute; or (b) if an amount is owed to Client, Forrest Security, LLC, in its sole discretion, shall either: (i) credit such amount to Client’s account within twenty (20) calendar days of the resolution of such dispute (or within such other time frame as mutually agreed upon by the parties in writing); or (ii) apply a pro-rated credit to Client’s account for the remainder of the then-current Term. All negotiations pursuant to this Section shall be treated as confidential negotiations. Client waives the right to dispute any fees not disputed within fifteen (15) days from the date of the applicable invoice.

e. Collections. In addition to the rights of Forrest Security, LLC to impose a late charge and terminate this Agreement for Client’s failure to timely pay invoices, Forrest Security, LLC may also refer the unpaid invoices to collections. In the event that the unpaid invoices are referred to collections, Client shall be responsible for and pay all costs and attorney’s fees for Forrest Security, LLC to take action to recover the past due amounts. The parties agree this term shall continue in full force and effect notwithstanding the termination of this Agreement and/or any SOW.
 

8. Termination.

a. General. Either party may terminate this Agreement or SOW at any time and for any reason upon sixty (60) days’ prior written notice to the other party.

b. Breach. If a party materially breaches this Agreement or the SOW (“Defaulting Party”), and Defaulting Party does not cure such breach within thirty (30) days after its receipt of written notice of material breach from non-defaulting party, then non-defaulting party may terminate this Agreement and/or the SOW upon written notice to Defaulting Party. Termination will be without prejudice to any other rights and remedies that non defaulting party may have under this Agreement or at law or in equity.

c. Effect of Termination. Upon termination, Client will pay all outstanding fees, charges and expenses incurred through the effective date of termination. In the event Forrest Security, LLC terminates this Agreement or SOW pursuant to subsection (b) above, the Client’s right and license to use the Forrest Security, LLC Content and Work Product shall automatically cease and Client shall immediately return to Forrest Security, LLC all Forrest Security, LLC Content, Work Product and IP related to such terminated Agreement and/or SOW. Upon termination, Forrest Security, LLC’s right to view, reproduce, publish, modify, copy, use, distribute, transmit or display the Client Content shall automatically cease and Forrest Security, LLC shall immediately return to Client all Client Content and IP related to such terminated Agreement and/or SOW.
 

9. Representations & Warranties.
a. Representations and Warranties of Both Parties. Each party represents and warrants that it: (i) is a duly organized, validly existing and in good standing under the laws of the State of organization; (ii) has the power and authority to enter into this Agreement and SOW; and (iii) has full authority and sufficient rights to grant and convey the rights granted to the other party under this Agreement.

b. Representations and Warranties of Forrest Security, LLC. Forrest Security, LLC warrants that Services will be performed in a good and workmanlike manner in accordance with industry standards and practices. Client’s sole and exclusive remedy and Forrest Security, LLC’s sole and exclusive liability for any breach of the warranty set forth in this subsection (b) shall be for Forrest Security, LLC to re-perform the Services at no cost to Client. This sole and exclusive remedy is available only if Forrest Security, LLC is promptly notified in writing within thirty (30) days of the performance of such Services that do not conform to the warranty set forth in this subsection (b). This subsection shall not be deemed to limit either party’s rights or remedies under any other Section of this Agreement.
 

10. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY SOW, THE SERVICES, THIRD-PARTY PRODUCTS, FORREST SECURITY, LLC CONTENT AND WORK PRODUCT ARE PROVIDED “AS-IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR SOW, FORREST SECURITY, LLC, ITS AFFILIATES AND/OR LICENSORS MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability. FORREST SECURITY, LLC’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR SOW SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO FORREST SECURITY, LLC UNDER THE APPLICABLE SOW THAT GAVE RISE TO SUCH CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND/OR SOW, IN NO EVENT WILL FORREST SECURITY, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification.

a. Forrest Security, LLC Indemnification. Forrest Security, LLC shall defend, indemnify, save and hold harmless Client and its respective agents, employees, officers, directors, members, and partners from and against all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including reasonable attorneys’ fees, court costs, administrative costs, and costs of appeals arising out of or relating to any third party claim that the Forrest Security, LLC Content or Work Product constitute an infringement, violation, trespass, contravention or breach in the United States of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party (“Claim”). The indemnity in this subsection (a) shall not apply: (i) to a Claim arising from any modification of the Forrest Security, LLC Content or Work Product, or from the use of the Forrest Security, LLC Content or Work Product in combination with any other items not provided by Forrest Security, LLC, to the extent such modification or use in combination resulted in the Claim; or (ii) if such Claim results from any breach of the Client’s obligations under this Agreement or SOW, or the use of the Forrest Security, LLC Content or Work Product other than in connection with this Agreement or SOW, or in a manner not reasonably contemplated by this Agreement or SOW. In the event of a Claim, Forrest Security, LLC shall been titled at its own expense and option to either: (a) procure the right for the Client to continue utilizing the Forrest Security, LLC Content or Work Product which are at issue; (b) modify the Forrest Security, LLC Content or Work Product to render such Forrest Security, LLC Content non infringing; or (c) replace the Forrest Security, LLC Content or Work Product with an equally suitable, functionally equivalent, compatible, non-infringing IP.

b. Client Indemnification. Client shall defend, indemnify, save and hold harmless Client and its respective agents, employees, officers, directors, members, and partners from and against all liabilities, obligations, damages, penalties, claims, causes of action, costs, charges and expenses, including reasonable attorneys’ fees, court costs, administrative costs, and costs of appeals arising out of or relating to any third party claim that: (i) the provision or utilization of any Client Content or any portion thereof constitutes an infringement, violation, trespass, contravention or breach of any patent, copyright, trademark, license or other property or proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party; (ii) Client is not in compliance with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi-regulatory) agency or contract, including any financial disclosure or encryption law; (iii) is related to Client’s unauthorized incorporation of any third party’s IP rights with Forrest Security, LLC Content or Work Product; or (iv) is related to Client’s gross negligence or willful misconduct.; (v) is related to any failure by Client to comply with the terms of this Agreement; (vi) is related to any violations by Client in relation to or arising out of Client’s use of the Services; or (vii) is caused by a Third-Party Product.

c. Notice. The indemnified party shall give notice to the indemnifying party of any claim immediately upon becoming aware of the same. The indemnified party shall give the indemnifying party the sole right to conduct the defense of any claim or action, or the negotiation of any settlement, in respect of a claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express written instructions of the indemnifying party. The indemnified party shall act in accordance with the reasonable instructions of the indemnifying party and gives the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.

d. Sole and Exclusive Remedy. This Article 12 sets forth the indemnified party’s sole and exclusive remedy from the indemnifying party for any claim, demand, proceeding or action by a third party in relation to a Claim hereunder.

13. Third-Party Products. Forrest Security, LLC may use third party products and/or services to perform the Services described herein (“Third-Party Products”) as further described in the SOW. Forrest Security, LLC does not control, endorse, or adopt any Third-Party Products. Forrest Security, LLC is not liable for the performance of such Third-Party Products. Unless otherwise set forth in the SOW, Client’s right to use the Third-Party Products shall be governed by an agreement between Client and the provider of such Third-Party Products and is not subject to the terms of this Agreement, and Client shall be liable for all costs related thereto. Client acknowledges and agrees that, unless otherwise expressly agreed by the parties in the SOW, Client is solely responsible for: (i) the operation, supervision, management, and control of the Third-Party Products including, but not limited to, providing training for its personnel, instituting appropriate security procedures, and implementing reasonable procedures to examine and verify all output before use; (ii) its data and the database; and (iii) maintaining suitable backups of its data and database to prevent data loss. Forrest Security, LLC shall have no responsibility or liability for Client’s selection or use of Third-Party Products. In the event Forrest Security, LLC is sub licensing or reselling Third-Party Products to Client hereunder, such Third-Party Products and additional related terms and conditions shall be set forth in the SOW. Notwithstanding anything herein to the contrary, in the event a provider of a Third-Party Product requires Forrest Security, LLC to pass through certain terms, conditions or policies to the user of such Third-Party Product, Forrest Security, LLC will notify Client of such terms, conditions or policies and the foregoing shall be incorporated herein and in the SOW.

14. Force Majeure. Notwithstanding any other provision of this Agreement, in the event that Forrest Security, LLC or Client will be unable to fulfill, or shall be delayed or prevented from the fulfillment of, any obligation in this Agreement by reason of strikes, third party lockouts, war, governmental regulations or controls, fire or other casualty, pandemics, acts of God, or other reasons of like nature beyond the reasonable control of the party delayed or prevented from fulfilling any obligation in this Agreement and provided that such party uses all reasonable diligence to overcome such unavoidable delay, then the time period for performance of such an obligation will be extended for a period equivalent to the duration of such unavoidable delay (“Force Majeure Event”). In the event of a Force Majeure Event, the parties agree to meet and discuss how to resolve the issue. This Section does not apply to Article 5, or any obligation to pay money, or any obligation that is unaffected by the Force Majeure Event. For avoidance of doubt, in the event a party fails to perform its obligations as a direct result of a Force Majeure Event, such party shall not be deemed to be in breach of this Agreement during the duration of such Force Majeure Event. 

15. No Solicitation. Each party agrees not to hire the other party’s employees, Clients, Clients, or business partners during the Term of this Agreement and for a period of one (1) year thereafter without the other party’s prior written consent. Notwithstanding the foregoing, either party may hire the other party’s employees, Clients, Clients, or business partners who: (i) respond to public advertisements; and (ii)have not provided Services under an SOW for a period of at least one (1) year. Each party acknowledges and agrees that in the event one party breaches (“Breaching Party”) any of the covenants of this Article, the other party (“Non-Breaching Party”) will suffer immediate and irreparable harm and injury for which the party will have no adequate remedy at law. Breaching Party acknowledges that the remedies at law for any breach will be inadequate and that Non-Breaching Party shall be entitled to equitable relief, including without limitation, temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance against Breaching Party in the event of any such breach, in addition to all other remedies available to Non Breaching Party at law or in equity.
 

16. Assignment. Client may not assign this Agreement or SOW without the prior written consent of Forrest Security, LLC. This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.

17. Notices. All notices, requests, demands, and other communications required or permitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt, or when sent by facsimile with confirmation, or when sent by United States certified mail, return receipt requested, postage prepaid, addressed as set forth below: (i) If to Forrest Security, LLC: Forrest Security, LLC Technologies, LLC (ii) If to Client: see SOW. In addition, notice by mail shall be by air mail if posted outside of the continental United States. Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section for the giving of notice.

18. Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the State of Maryland, other than conflicting choice-of-law provisions.

19. Jurisdiction. The parties hereby submit to the personal jurisdiction of the state courts located in Cecil County; Maryland and the federal court located in the District of Maryland. The parties agree that each such court is a convenient forum for the resolution of all disputes in connection with this Agreement. Each party consents to accept service of process by regular mail or any other method in accordance with Maryland law. Each party agrees that if so served it will raise no objection to the personal jurisdiction or venue of the court on any matter connected with this Agreement which is within the court's subject matter jurisdiction.

20. Attorneys’ Fees. Client agrees to pay Forrest Security, LLC’s attorneys’ fees and court costs if legal action is required in Forrest Security, LLC’s sole judgment to enforce this Agreement.
 

21. No Relationship. Nothing contained in Agreement Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Forrest Security, LLC and Client.

22. Waiver. Forrest Security, LLC’s failure to enforce any of its rights in this Agreement does not prevent Forrest Security, LLC from enforcing same for such future occurrence or any other occurrence. No waiver of this Agreement and/or SOW will be valid unless in writing and designated as such.
 

23. Validity of Agreement. If a clause or provision of this Agreement or SOW is legally invalid, the rest of the Agreement and/or SOW shall remain in effect.

24. Section Headings. The section headings in this Agreement and SOW are for convenience only; they form no part of this Agreement or SOW and shall not affect its interpretation.

25. Entire Agreement. This Agreement and SOW contains the entire understanding between the parties and any representations, undertakings or agreements of any kind are superseded by the provisions of this Agreement and SOW. Except as otherwise provided herein, if any of the terms of this Agreement conflict with any of the terms of the SOW, the terms of the SOW will control solely with respect to the Services covered under such SOW. From time to time, Forrest Security, LLC may amend these terms. Forrest Security, LLC will notify Client of any material changes by promptly sending an email. By continuing to use the Services after such notice, Client is indicating that Client agrees to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to Client, then Client must notify Forrest Security, LLC within thirty (30) days after receiving notice of the change. If Forrest Security, LLC cannot accommodate Client’s objection, then the prior terms shall remain in force until the expiration of the then-current SOW. Any new SOWs will be governed by Forrest Security, LLC’s most recent version of this Agreement.

26. Survival. Any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive any such termination of this Agreement.

BY SIGNING THE STATEMENT OF WORK, CLIENT ACKNOWLEDGES AND AGREES TO THE TERMS AND CONDITIONS OF THIS MASTER SERVICE AGREEMENT.