Supply Agree ment Draf t 2022 02 1 7
Master Service Agreement
This Master Lease Agreement ("Agreement") is entered and effective as of, 14/11/2021 , “Start Date”
and , 13/11/2022 , “Expiration Date” by and between Tier1, Inc. a Delaware corporation, having its
principal place of business at Two Market St, San Francisco, and, ABC Corporation a Pennsylvania
corporation, having its principle place of business at 108 Holly Drive, Pittsburgh, PA 15222
("CUSTOMER").
Total Agreement Value: 150000.00
“Affiliate” means, with respect to a party, an entity that is directly or indirectly controlled by or is under
common control with such party, where “control” means an ownership, voting or similar interest
representing fifty percent (50%) or more of the total interests then outstanding of the relevant entity (but
only if such person or entity meets these requirements).
“Intellectual Property Rights” means all worldwide intellectual property rights, including without
limitation, copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent
applications, moral rights and all other proprietary rights, whether registered or unregistered.
“Order” means a purchase order, enterprise license agreement, statement of work, or other ordering
document issued by CUSTOMER under the Agreement to COMPANY or a COMPANY authorized reseller
that is accepted by COMPANY as set forth in Section 2, as well as any registration form completed by
CUSTOMER upon purchase of technical support services on a “per incident” basis.
Payment Terms. CUSTOMER shall pay any invoices issued by COMPANY within ninety (90) days of the
date of the invoice, unless specified otherwise in an Order or Module. If CUSTOMER’s usage of the
Software Licensed by CUSTOMER under an Order exceeds the amount for which CUSTOMER has paid,
CUSTOMER will promptly pay to COMPANY any additional fees for all such additional usage by CUSTOMER.
Audit Rights. During the period in which the CUSTOMER is obligated to maintain such records, COMPANY,
or its third-party auditor, may, upon reasonable notice to CUSTOMER, audit such records to verify that
CUSTOMER has: (a) used the Software and Services solely in a manner authorized herein (b) paid all
applicable License fees and Services fees and (c) otherwise complied with the terms of the Agreement.
Indemnification. COMPANY shall defend CUSTOMER against any third party claim that any Deliverables
and/or Prior Technology when used as contemplated by the applicable Statement of Work or the Software
infringe any patent, trademark or copyright of such third party, or misappropriate a trade secret (but only
to the extent that such misappropriation is not a result of CUSTOMER’s actions) under the laws of: (a) the
United States and Canada; (b) the European Economic Area; (c) Australia; (d) New Zealand; (e) Japan.
Remedies. Should any of the Indemnified Products become, or in COMPANY’s opinion be likely to
become, the subject of an Infringement Claim, COMPANY will, at COMPANY’s option and expense, either:
(a) procure the rights necessary for CUSTOMER to make continued use of the affected Indemnified
Product in accordance with the Agreement; (b) replace or modify the affected Indemnified Product to
make it non-infringing; or (c) terminate the License to the affected Indemnified Product and discontinue
any related Support Services, and, upon CUSTOMER’s certified deletion or destruction of the affected
Indemnified Product.
Limitation of Liability. Each party’s liability for a claim of any nature arising out of each Module, regardless
of whether the claim is based in contract, tort, strict liability, or otherwise, shall not exceed the fees paid
by CUSTOMER for the specific Software or Service giving rise to such claim, and in no event shall either
party’s total and cumulative liability for all claims arising out of each Module exceed the lesser of: (a) the
total fees paid by CUSTOMER under the applicable Module for the specific Software or Service giving rise
to such claim, or (b) One Million United States Dollars.
Termination of Agreement. The Agreement may be terminated by either party at any time if there is no
Module in effect, effective thirty (30) days after delivery of written notice to the other party.
“Confidential Information” means information or materials provided by one party (“Discloser”) to the
other party (“Recipient”) which are in tangible form and labeled “confidential” or the like, or information
which a reasonable person knew or should have known to be confidential. The following information shall
be considered Confidential Information whether so marked or identified: any personally identifiable
information (such as the names of Discloser’s customers or the physical address of any equipment)
contained in any information collected about Discloser’s computing environment, Discloser’s business
operations, pricing, discounts, source code, product roadmaps or strategic marketing plans.
Assignment. These General Terms, any Modules, and any Orders, and any rights or obligations of
CUSTOMER thereunder, may not be assigned, subcontracted or transferred by CUSTOMER, in whole or in
part, whether voluntary, by operation of contract, law or otherwise, without the prior written consent of
COMPANY. COMPANY may assign the Agreement, without consent, to any successor to all or substantially
all its business or assets to which the Agreement relates, whether by merger, sale of assets, sale of stock,
reorganization or otherwise.
Force Majeure Neither party will be liable for failing to perform its obligations under this agreement as
long as the failure is triggered by something beyond its reasonable control. This clause does not excuse
payment of monies due.
Entire Agreement. The Agreement contains the entire agreement of the parties with respect to the
subject matter of the Agreement and supersedes all previous or contemporaneous communications,
representations, proposals, commitments, understandings and agreements, whether written or oral,
between the parties regarding the subject matter hereof. The Agreement may be amended only in writing
signed by authorized representatives of both parties.
IN WITNESS, WHEREOF, CUSTOMER and COMPANY have caused this Master Agreement to be signed by
their duly authorized representatives.
Tier1
ABC Corporation
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