Legal
Master Service Agreement
Agreement between Precedent LLC (“Precedent”) and Client
1. Services
1.1 Services. Precedent provides services detailed in Exhibit A.
1.2 Cooperation. Both parties commit to maintaining communication regarding complaints or disputes and adapting arrangements to accommodate regulatory or technological changes.
2. Fees, Expenses and Payment
2.1 Fees and Expenses. Invoicing follows the trial or annual contract structure with payment due within 30 days. Client bears responsibility for applicable taxes.
2.3 Rate Increase. Cost increases require mutual written agreement supported by documentation.
3. Compliance with Laws
3.1 General Compliance. Both parties perform obligations per applicable federal, state, and local requirements. Protected Health Information (PHI) handling complies with HIPAA and similar privacy regulations.
4. Intellectual Property
Precedent retains all rights to its platform, services, improvements, and derivatives. Client receives a limited, non-exclusive, non-transferable license for reasonable internal use complying with this Agreement.
5. License Grant and Restrictions
5.1 License Grant. Licensor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use all intellectual property solely for authorized internal purposes.
5.2 Scope of Use. Usage limitations correspond to specified functionality, users, volumes, and features in applicable Order Forms.
5.3 Restrictions. Customers cannot sublicense, modify, reverse engineer, decompile, or use IP for third-party benefit or in violation of applicable law.
5.4 Reservation of Rights. Licensor reserves all rights not expressly granted.
5.5 Ownership. Licensor retains all IP rights including modifications and improvements. Customer Feedback may be freely used without attribution obligations.
6. Warranties, Disclaimers and Limitation of Liability
6.1 Precedent Warranties. Precedent warrants authority to perform, non-violation of obligations, and non-infringement of registered U.S. copyrights, patents, or trademarks.
6.2 Client Warranties. Client warrants authority, legal compliance, authorization to provide information, and lawful service usage.
6.3 Warranty Disclaimer. Except for the express limited warranty set forth in Section 5.1, Precedent makes no warranty regarding services or platform. Implied warranties including merchantability and fitness are disclaimed.
6.4 Limitation of Liability. Neither party bears liability for indirect, consequential, or punitive damages. Aggregate liability cannot exceed amounts paid in preceding twelve months (except infringement claims).
7. Indemnification
Each party defends the other from third-party claims arising from: (a) insufficient consents; (b) malicious code introduction; (c) negligence or misconduct; (d) material breach; (e) IP usage; or (f) legal violations. Indemnified parties provide prompt notice and cooperation.
8. Publicity
Neither party issues press releases or public statements without prior written consent, except as legally required. Precedent may list Customer on its website and promotional materials per brand guidelines, ceasing use within 30 days upon request.
9. Term and Termination
9.1 Term. Agreement remains effective through the specified term in previously signed agreement, continuing until initiated services are complete.
9.2 Renewal. Unless explicitly cancelled in writing by either party at least thirty (30) days before the Service End Date, this agreement will automatically renew for an additional twelve (12) months with 7% fee increase.
9.3 Termination with Cause. Either party may terminate for material uncured breach following 30-day notice.
9.4 Effect of Termination. Client ceases service usage; both parties return/destroy confidential information. Client pays outstanding amounts within 30 days.
10. Miscellaneous
10.1 Relationship of Parties. An independent contractor relationship exists; neither party creates joint ventures or partnerships.
10.2 Force Majeure. Unforeseeable events excuse performance but preserve obligations. Parties may terminate after 45+ days of force majeure upon 20-day notice.
10.3 Execution. Electronic or facsimile execution in counterparts is acceptable.
10.4 Amendments. Modifications require written signatures from authorized representatives.
10.6 Notices. Written notices to specified addresses; delivery deemed upon personal delivery, courier receipt, or fax/email confirmation.
10.7 Entire Agreement. This document constitutes complete understanding, superseding prior communications.
10.8 Severability. Invalid provisions are severed; parties substitute provisions approximating intent.
10.9 Headings. Descriptive headings are convenience aids without interpretive effect.
10.10 Third Party Beneficiaries. No third-party rights are created.
Exhibit B: Confidentiality & Dispute Resolution
1. Confidentiality
Definition. Confidential Information includes PHI, trade secrets, products, designs, technology, methodologies, and Intellectual Property Rights.
Obligations. Parties maintain strict confidence and cannot disclose without written consent, except as necessary for performance and to bound subcontractors. Obligations survive termination.
Exceptions. Information publicly available, pre-existing, independently developed, or legally required to disclose are excluded.
Equitable Relief. Breaches warrant injunctive relief without bond requirement.
2. Dispute Resolution
Negotiation. Parties escalate to senior management within 10 business days of written notice.
Arbitration. Unresolved disputes proceed to American Arbitration Association arbitration in Delaware (unless agreed otherwise). A 3-member panel decides under Federal Arbitration Act Commercial Rules; parties share costs equally unless arbitrators award otherwise.
Contact Information
Dan Comunale
Account Executive
Charlotte, NC 28208