version 2

This Master Agreement (“Agreement”) is made this ____________________ (“Effective Date”) by and between Cloud Revolution, LLC, a Colorado limited liability company, located at 2770 Arapahoe Rd, Ste 132-1063, Lafayette, CO 80026 (“Cloud Revolution”) and [CUSTOMER’S LEGAL NAME], a [CUSTOMER’S LEGAL STATE OF RESIDENCE] [CUSTOMER’S LEGAL ENTITY TYPE] located at [CUSTOMER’S ADDRESS] (“Client”), referred to in this agreement as “the Parties”.

AGREED TO BY:

For Cloud Revolution, LLC:			For [CUSTOMER’S LEGAL NAME]:
Signature:			Signature:
Name:			Name:
Title:			Title:
Date:			Date:

NOTICES AND CONTACT:

Except for routine communications regarding approvals required under this agreement or an SOW all notices and other communications regarding any subject covered by this agreement shall be in writing or by certified mail addressed as follows:

To Cloud Revolution, LLC:			To [CUSTOMER’S LEGAL NAME]:
Name:			Name:
Email:			Email:
Phone:			Phone:
Address:			Address:

Background

Cloud Revolution provides modern workplace collaboration products and services with a focus on connecting people through technology.
Client wishes to use Cloud Revolution’s services and expertise in a variety of ways as described in additional Statements of Work.
The Parties intend to execute additional Statements of Work that will detail specific deliverables, commitments, and pricing.
The Parties wish to memorialize the terms governing their business relationship.

AGREEMENT

The parties mutually agree as follows:

SCOPE OF AGREEMENT

The Parties agree that they will from time to time execute additional agreements subordinate to this one, called Statements of Work (“SOW”). Each SOW shall be subject to the terms and conditions contained in this agreement. Where an SOW is silent on a term, this agreement shall control. Where a term conflicts between an SOW and this agreement, the SOW shall control. Each SOW shall be signed by both Parties. An SOW executed under this agreement shall contain at minimum the following terms: 1) a description of the purpose of the SOW; 2) a reasonable description of the scope of services to be provided; 3) all relevant fees and charges including payment terms; and 4) targeted start and end dates.

REPRESENTATION AND WARRANTIES

Client represents and warrants that:
- it will at all times provide Cloud Revolution with the information, materials, and supplies necessary to fulfill its duties under an SOW;
- it will at all times provide Cloud Revolution appropriate access to personnel empowered to execute Client’s obligations under an SOW;
- it will promptly notify Cloud Revolution of any law, regulation, required industry standard, or any contractual or other legal obligation not referenced in this agreement or the relevant SOW that concerns the subject of any SOW; and
- it has the power to enter into this agreement;
Cloud Revolution represents and warrants that:
- The Services shall be performed in a professional manner; and
- The Services and Deliverables will be provided according to any specific standards expressly described in any applicable SOW, and if no standards are set forth in the applicable SOW, according to generally accepted industry standards

Limited Remedies.

In the event that Client identifies in writing to Cloud Revolution any alleged deficiencies in the Services or Deliverables, Cloud Revolution may, at its sole discretion and as Client’s sole remedy for any alleged breach: (a) re-perform or modify the Services or Deliverables in a manner that resolves the alleged deficiency forming the basis for the breach of warranty claim; or (b) refund the amount of any fees that have been paid by Client to Cloud Revolution and are attributable to the Services or Deliverables that are the subject of the breach of warranty claim.

Disclaimer.

The warranties set forth in this Section 7 are the sole and exclusive warranties made by Cloud Revolution to Client under this agreement or any SOW. Cloud Revolution specifically disclaims any and all other warranties of any kind with regard to any subject matter of this agreement, including without limitation any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory.

Limitation of Warranties and Liability.

Despite any other provision of this agreement, any SOW, or any exhibit: (a) in no event shall Cloud Revolution’s total aggregate liability to Client arising from or relating to this agreement or any SOW exceed the total amount paid to Cloud Revolution by Client under this agreement and the relevant SOW during the six (6) month period immediately preceding the event(s) giving rise to such liability, regardless of the form of action, whether in contract, tort or otherwise (it being understood that Cloud Revolution’s liability to Client may be further limited by other provisions of this agreement); (b) in no event shall Cloud Revolution have any liability for the performance or non-performance of any third party or third party products (including hardware and software), other than an Cloud Revolution subcontractor, even if the third party is recommended by Cloud Revolution or dealt with by Cloud Revolution under this agreement; and (c) without limiting Client’s rights to recover direct damages, Cloud Revolution shall not be liable to Client for any lost code, information or materials, lost profits or revenue, business interruption, computer or system downtime or unavailability, or any indirect, incidental, consequential, punitive, exemplary or special damages, even if Cloud Revolution has been advised of the possibility of such damages.

PAYMENT

All fees and charges payable under this agreement shall be described in an executed SOW. An SOW may specify payment terms for amounts due under that SOW that differ from those specified in this paragraph. Unless specific terms in the relevant SOW provide otherwise, the following terms shall apply to all amounts due. Cloud Revolution shall invoice Client for all fees and reimbursable expenses incurred during each month of this agreement upon the completion of each such month. Each invoice will state the basis for any fees or expenses included thereon. All invoices shall be due no later than thirty days (30) after the date the invoice is created. Invoices when past due shall be subject to a late fee equal to one and one-half percent (1.5%) of the overdue amount. An amount equal to the original late fee shall be added for each subsequent month the balance remains unpaid.

TAXES

Client shall directly pay, or reimburse Cloud Revolution for, all taxes, assessments, fees and other governmental charges of any kind (including, without limitation, sales, use, excise, value-added, business license and gross receipts taxes) (collectively, “Taxes”) that may be imposed upon the Services, Deliverables, or any amounts paid to Cloud Revolution under this agreement or any SOW. Despite the foregoing, neither Party shall have any obligation for any Tax upon the other Party’s real, personal or intangible property, or upon the other Party’s net income.

EXPENSES

Client shall reimburse Cloud Revolution for all reasonable expenses associated with the purchase, licensing and or support of required third party software incurred by Cloud Revolution in the course of providing the Services and for reasonable, documented, and necessary expenses incurred by Cloud Revolution in the course of executing any SOWs issued under this agreement (the “Reimbursable Expenses”). Cloud Revolution shall not incur any expenses without prior written approval whether informally or in an SOW.

RECORDS AND AUDIT

Cloud Revolution shall maintain records as needed to validate fees and Reimbursable Expenses in accordance with generally accepted accounting principles. Client shall maintain records of staffing levels as needed to validate hosting, software license and application support fees in accordance with generally accepted accounting principles. Each Party shall have the right, upon reasonable prior written notice to the other Party, and at a mutually agreeable time and place, to examine such records for the purposes of verifying the charges, fees and reimbursable amounts. Such records and any other information received in any such examination shall be maintained as Confidential Information under the terms of this agreement and any person or entity conducting such examination shall have agreed in writing to be bound by terms pertaining to the disclosure of such information at least as restrictive as those found in this agreement.

CONFIDENTIALITY

Each Party warrants to the extent applicable that it is the rightful owner and licensee, or otherwise of all title copyright, trademarks, interest, programs, codes, procedures, concepts, know-how, software and operating documentation or related material. Each Party further acknowledges and agrees that performance of its obligations under this agreement may require disclosure of sensitive, confidential, or proprietary information belonging to the other Party or one or more of its customers (“Confidential Information”). All such information shall be conspicuously labeled as Confidential Information or a substantially similar designation. Each Party agrees to maintain all Confidential Information in strict confidence and not to disclose to any other person or entity without prior written permission of the other Party any Confidential Information as may be provided to it and to take such actions as are necessary to protect against its disclosure. Each Party agrees to use Confidential Information only in the performance of its duties under this agreement and to return or destroy all Confidential Information upon termination of this agreement. This agreement and its terms shall be considered Confidential Information. The provisions of this Section shall survive termination of this agreement for any reason and without exception.

NON-HIRE

Unless otherwise agreed upon in writing by the Parties, during the term of this agreement and for a period of one year following any termination, neither Party shall, directly or indirectly hire, solicit, or encourage to leave the other Party’s employment, any employee, consultant, or contractor of the other Party, or hire any such employee, consultant, or contractor who has left the other Party’s employment or contractual engagement within one year of such employment or engagement. Each Party agrees that it will not enter into any contractual arrangement or other relationship with an employee, independent contractor of the other Party, without the affected Party’s prior written consent. Within the non-hire period described by this paragraph, either Party may hire any employee consultant or contractor of the other Party or hire any such employee, consultant, or contractor who has left the other Party’s employment or contractual engagement within one year of such employment or engagement provided that the hiring Party pay to the other Party an amount equal to six months of the hired employee’s unburdened salary calculated at the commencement of the employee’s start date with the new employer. In the case that the employee is hired as a non-exempt employee, the amount owed shall be equal to 1,040 hours of pay at the employee’s hourly pay rate. Six months after the employee’s start date, the hiring Party shall notify the other Party of the employee’s then current salary or pay rate and shall pay the difference in amount between the amount paid to the other Party at the start date and the amount such payment calculated using the employee’s then current salary or pay rate.

RELATIONSHIP OF THE PARTIES

Each of the parties to this agreement are independent entities and nothing contained in this agreement shall be construed as creating a joint venture, partnership, principal-agent or mutual owner relationship between or among the Parties and no party shall by virtue of this agreement, have any right or power to create any obligation expressed or implied on behalf of any other party. No Party or any employee of a Party shall be deemed to be an employer of the other party by virtue of this agreement.
Client acknowledges that Cloud Revolution does not provide storage services and is not responsible for storing or safeguarding Products held due to delayed delivery. Any temporary holding of Products is done only as a courtesy to the Client and does not make Cloud Revolution liable for their condition or security.
If Client purchases physical products from Cloud Revolution, then Cloud Revolution shall deliver Products to the Client or its designated delivery location as specified in the applicable order. The Client is responsible for ensuring readiness to receive and accept the products on the agreed delivery date. Delivery shall be deemed complete, and acceptance shall occur, upon the Client’s receipt and inspection of the products.
Cloud Revolution shall have no obligation to store, warehouse, or otherwise hold any products following shipment from its distributor, supplier, or other fulfillment partner. If the Client is unable or unwilling to receive the products as scheduled, Cloud Revolution may, at its sole discretion, arrange for temporary storage as a courtesy. Such storage does not constitute delivery or acceptance and is provided strictly at the Client’s sole risk.
Risk of loss or damage to any products shall transfer to the Client upon shipment from Cloud Revolution’s distributor or supplier regardless of the Client’s acceptance or physical possession of the Products. The Client is solely responsible for the cost of insuring products during any storage or delay period.
Any costs incurred by Cloud Revolution due to the Client’s failure to accept delivery as scheduled—including but not limited to storage fees, handling charges, redelivery costs, restocking fees, and additional insurance—shall be invoiced to the Client and are payable under the same terms as the original order.

LIMITATION OF LIABILITIES

Parties shall not be liable for any incidental, reliance, special, punitive or consequential damages, of any character from any causes of action of any kind with respect to this agreement whether based on breach of contract, tort (including negligence), or otherwise, and whether or not Parties have been advised of the possibility of such damages. The provisions of this Limitation on Liability shall survive any termination of this agreement.

INDEMNIFICATION

Cloud Revolution shall indemnify, defend and hold harmless Client and its officers, agents and employees, against any expense, loss, damage or liability arising out of Cloud Revolution’s performance of its duties under this agreement or SOW. Client shall indemnify, defend and hold harmless Cloud Revolution and its officers, agents and employees against any expense, loss, damage or liability arising out of Client’s performance of its duties under this agreement.

SUBSEQUENT AGREEMENTS

The Parties intend to execute additional SOW’s. SOW’s will be executed subject to all of the terms of this agreement. Should any SOW contain a term or agreement that conflicts with a term found within this agreement, the term in the SOW shall control. Any conflicting term will only be effective within the scope of the SOW in which it is found. Conflicting terms will not serve to modify this agreement nor affect the terms of any other SOW unless the term expressly purports to do so and identifies the affected SOW’s with reasonable certainty.

TERM AND TERMINATION

This agreement will remain in force for a period or term of three (3) years from the date first above written. After expiration of the initial term and on anniversary of the Effective Date, the agreement will automatically renew for additional one (1) year terms unless a party sends the other party sixty (60) days prior written notice of its intent not to renew. This agreement may also be terminated for material breach by either party after written notice of sixty days during which the breaching party shall have the opportunity to cure. If the breach is cured, there shall be no termination. In addition, either Party may terminate this agreement for any reason without cause upon giving a six-month notice.
Upon termination of this agreement for any reason:
1. Each Party will still be subject to any obligations it has undertaken in accordance with any executory SOW’s executed pursuant to this agreement.
1. Each Party shall return or destroy the other Party’s Confidential Information.
1. Each Party shall erase from its website any content referring to the other Party and remove any links to the other Party’s website.
1. All rights granted to either Party under this agreement to use the name, likeness, or any mark, whether registered or not, of the other Party shall immediately cease.
To the extent that this agreement or an SOW requires (whether or not specified) that a party perform an obligation after expiration or termination of this agreement, that obligation and all provisions of this agreement related to the interpretation and enforcement of it will survive the termination of this agreement.

INJUNCTIVE RELIEF

Each of the Parties to this agreement acknowledge and agree that failure to perform obligations assumed under an SOW in a manner inconsistent with this agreement or such SOW, may give rise to irreparable injury to the other party which cannot be adequately compensated in damages and that the other party may seek and obtain equitable or injunctive relief to prevent or restrain such injury, together with any other remedies which may be available to such party.

Force Majeure

Despite any other provisions of this agreement to the contrary, no Party shall be liable to the other Party for any delay or interruption in performance of any obligation assumed under this agreement resulting from governmental emergency orders, judicial or governmental action, emergency regulations, pandemic, sabotage, riots, vandalism, labor strikes, or disputes, acts of God, fires, electrical failure, major computer hardware or software failures, equipment delivery delays, acts of third parties, or any other cause, if such delay or interruption in performance is beyond its reasonable control.

Dispute Resolution

The parties shall arbitrate all claims, disputes and other controversies arising between them (including their beneficiaries) concerning or arising out of this agreement or its termination, in accordance with the Colorado Uniform Arbitration Act. The Parties may mutually elect to first mediate any dispute prior to arbitration. Arbitration shall use a single arbitrator who shall be selected by mutual agreement of the Parties. Discovery shall be allowed at the discretion of the arbitrator. The Parties shall each pay one half of the costs of arbitration or mediation except for any cost of representation or discovery. The findings of the arbitrator shall be binding and not subject to judicial review other than for validity of this paragraph or fraud, misrepresentation, or abuse of discretion by the arbitrator. The arbitrator shall award costs to the prevailing party if the arbitrator finds that such award serves the interest of substantial justice and fairness. This paragraph shall be severable from this agreement and will survive any finding of this agreement or any part of it to be unenforceable.

Governing Law

The rights, obligations, and remedies of the parties shall be governed by the laws of the State of Colorado. The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of Colorado.

Third Parties

Nothing in this agreement will be construed as giving any person, firm, corporation or other entity, other than the parties to this agreement and their respective successors and permitted assigns, any right, remedy or claim under this agreement or any of its provisions.

Waiver Of Rights

Failure of any party to enforce any of its respective rights or remedies under this agreement with respect to any specific act or failure to act of any party will not constitute a waiver of the rights of such party to enforce such rights and remedies with respect to any other or subsequent act or failure to act.

Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes and cancels any and all prior agreements between the parties relating to the subject matter of this agreement. No changes in this agreement may be made except in writing signed by both parties.

Assignment

This agreement may not be assigned by any party without the other party’s written consent. Purchase of either party or substantially all the assets of a party by any person or entity shall in no way affect the duties and obligations of the purchased party under this agreement.

Duplicate Originals

This agreement may be signed in two or more separate copies, each of which should be deemed a duplicate original.

APPENDIX A: SAMPLE SCOPE OF WORK

This Scope of Work (“SOW”) is attached to, and is made a part of the Master Agreement between Cloud Revolution, LLC and [CUSTOMER LEGAL NAME] dated (the “Agreement”). The Effective Date of this SOW shall be ______. Unless explicitly stated otherwise in this SOW, any capitalized terms not otherwise defined shall have the meaning given to them in the Agreement.

Purpose Of SOW
Approach
Schedule
Deliverable Specifications
Compensation

i.Software Development
ii.Implementation
iii.Software Support (ongoing for the term)
iv.Anticipated Expenses (to be passed through without markup)
v.Other