Contract Review

General Contract Assessment

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CONTRACT DOCUMENT

MASTER SERVICES AND CONSULTING AGREEMENT This Master Services and Consulting Agreement (this "Agreement") is entered into as of March 3, 2026 (the "Effective Date"), by and between Northwind Analytics LLC, a Delaware limited liability company with offices at 4400 Halyard Way, Wilmington, Delaware ("Client"), and Beacon Ridge Advisory Group, Inc., a New York corporation with offices at 118 Corliss Street, New York, New York ("Provider"). Client and Provider are each referred to as a "Party" and together as the "Parties." RECITALS WHEREAS, Client is engaged in the business of data analytics and wishes to retain professional consulting, advisory, and implementation services to support its operations; WHEREAS, Provider is engaged in the business of providing management consulting, systems integration, and related professional services and represents that it has the skill, personnel, and experience to perform such services; WHEREAS, the Parties wish to set forth the general terms and conditions under which Provider will perform services for Client from time to time pursuant to one or more statements of work; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. ARTICLE 1. DEFINITIONS 1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means ownership of more than fifty percent (50%) of the voting equity of the entity. 1.2 "Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. 1.3 "Deliverables" means all reports, analyses, software, configurations, documentation, and other work product that Provider prepares or delivers to Client in the course of performing the Services. 1.4 "Services" means the consulting, advisory, implementation, and related professional services described in each Statement of Work executed by the Parties under this Agreement. 1.5 "Statement of Work" or "SOW" means a written document, signed by both Parties, that describes a specific engagement, including the scope of Services, the applicable fees, the schedule, and any acceptance criteria. ARTICLE 2. SCOPE OF SERVICES 2.1 Provider shall perform the Services described in each SOW in a professional and workmanlike manner, consistent with generally accepted industry standards for similar services. 2.2 Provider acknowledges that the determination of whether the Services are acceptable rests solely with the Client. 2.3 The Parties intend that reasonable change requests be handled through a written change order where practical. 2.4 Provider shall assign qualified personnel to perform the Services and shall use commercially reasonable efforts to maintain continuity of key personnel throughout each engagement. ARTICLE 3. TERM AND RENEWAL 3.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year, unless earlier terminated in accordance with Article 11. 3.2 3.3 Each SOW shall have the term stated therein, and the expiration or termination of one SOW shall not affect any other SOW then in effect. ARTICLE 4. FEES AND PAYMENT 4.1 Client shall pay Provider the fees set forth in each applicable SOW. Unless a SOW states otherwise, fees are quoted exclusive of taxes, and Client is responsible for all applicable sales, use, and value-added taxes other than taxes on Provider's net income. 4.2 Provider shall submit reasonable documentation of expenses upon Client's request. 4.3 The Parties will endeavor to discuss material rate changes in good faith. 4.4 Client shall pay each undisputed invoice within thirty (30) days after the date of the invoice. Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. 4.5 ARTICLE 5. INTELLECTUAL PROPERTY 5.1 Subject to Section 5.3, upon full payment of the applicable fees, all Deliverables prepared specifically for Client under a SOW shall be deemed works made for hire and shall be owned by Client. 5.2 Provider agrees to execute any documents reasonably necessary to perfect such assignment. 5.3 Provider shall retain ownership of all tools, templates, methodologies, and pre-existing materials that Provider owned prior to the engagement or developed independently of the Services ("Provider Materials"), and grants Client a non-exclusive, perpetual license to use Provider Materials solely as incorporated into the Deliverables. 5.4 ARTICLE 6. CONFIDENTIALITY 6.1 Each Party shall use the other Party's Confidential Information solely to perform its obligations or exercise its rights under this Agreement and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care. 6.2 The obligations in this Article 6 shall not apply to information that is or becomes publicly available through no fault of the receiving Party, was rightfully known to the receiving Party without restriction before disclosure, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. 6.3 ARTICLE 7. DATA 7.1 Client grants Provider a license to access Client data as reasonably necessary to perform the Services. 7.2 Provider will handle personal data in accordance with applicable law. ARTICLE 8. WARRANTIES 8.1 Provider represents and warrants that it has the right and authority to enter into this Agreement and to perform the Services, and that the Services will be performed in a professional and workmanlike manner. 8.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8.3 Client represents and warrants that it has obtained all rights and consents necessary for Provider to use any materials or data that Client provides to Provider in connection with the Services. ARTICLE 9. LIMITATION OF LIABILITY 9.1 9.2 Provider's remedies for any breach by Client shall be unlimited. 9.3 IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARTICLE 10. INDEMNIFICATION 10.1 10.2 Provider shall indemnify Client against third-party claims to the extent such claims arise from Provider's gross negligence or willful misconduct in performing the Services, subject to the limitations set forth in Article 9. ARTICLE 11. TERMINATION 11.1 11.2 11.3 11.4 ARTICLE 12. GENERAL PROVISIONS 12.1 Governing Law. 12.2 Non-Solicitation. 12.3 Exclusivity. 12.4 Assignment. Client may not assign this Agreement without the prior written consent of Provider, which consent may be withheld in Provider's sole discretion. 12.5 Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or three (3) business days after being sent by certified mail to the address of the receiving Party set forth above. 12.6 Waiver of Jury Trial. 12.7 Entire Agreement. This Agreement, together with all SOWs executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. 12.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. 12.9 Amendment. This Agreement may be amended only by a written instrument signed by an authorized representative of each Party. 12.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.