Integrass Master Services Agreement

Notice: By executing any Statement of Work (“SOW”) with Integrass (Across Borders Management Consulting Group LLC d/b/a Integrass), the Client agrees to be bound by the terms of this Integrass Master Services Agreement (“Agreement”). This Agreement is incorporated by reference into all SOWs and governs all Services provided by Integrass.

1. Scope of Services

Integrass will provide professional services, including but not limited to staffing, consulting, project delivery, and technology solutions (collectively, “Services”), as set forth in one or more SOWs. Integrass shall determine the method, details, and means of performing the Services.

2. Term & Termination

This Agreement shall continue unless terminated by Integrass.

• Client may not terminate an SOW except for material breach by Integrass that remains uncured for 30 days after written notice.
• Integrass may terminate this Agreement or any SOW immediately upon notice for Client’s breach, nonpayment, insolvency, or if continuation is deemed commercially impractical.

3. Fees & Payment

• Fees will be as stated in the SOW.
• Invoices are due NET 15 days; late payments will accrue interest at 1.5% per month or the maximum rate permitted by law.
• Client shall reimburse Integrass for all expenses incurred in performing the Services, including travel and administrative costs, if applicable.
• Integrass reserves the right to suspend Services for nonpayment.

4. Confidentiality

• Client agrees to maintain as confidential all information disclosed by Integrass.
• Confidentiality obligations shall survive termination of this Agreement indefinitely.
• Integrass may use Client’s name and logo in marketing, case studies, and reference materials unless expressly prohibited in writing.

5. Intellectual Property

• All pre-existing intellectual property, frameworks, templates, and know-how remain the exclusive property of Integrass.
• Any deliverables created under an SOW are licensed to Client for its internal use only, contingent upon full payment.
• Integrass may reuse and repurpose work product, methodologies, and concepts for other clients without restriction.

6. Staffing Services (If Applicable)

• Client acknowledges that Integrass personnel remain employees or contractors of Integrass.
• Client shall not directly solicit, recruit, or hire Integrass personnel during the term and for 24 months thereafter. Any breach will result in liquidated damages equal to 50% of the annualized compensation of the individual.

7. Warranties & Disclaimers

• Integrass warrants that it will perform Services in a professional manner consistent with industry standards.
• EXCEPT AS EXPRESSLY SET FORTH, ALL SERVICES ARE PROVIDED “AS IS” AND INTEGRASS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

• Integrass’s total liability under this Agreement shall not exceed the amounts actually paid by Client for Services under the applicable SOW in the 60 days prior to the claim.
• Integrass shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits, even if advised of the possibility.

9. Indemnification

Client shall indemnify, defend, and hold harmless Integrass, its affiliates, officers, employees, and agents from all claims, damages, liabilities, and expenses arising out of Client’s use of the Services, Client’s breach of this Agreement, or Client’s negligence or misconduct.

10. Governing Law & Dispute Resolution

• This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law rules.
• Any disputes shall be resolved exclusively by binding arbitration in Seminole County, Florida, under the rules of the American Arbitration Association.
• Client waives any right to a jury trial or participation in a class action.

11. Miscellaneous

• This Agreement, together with any SOWs, is the entire agreement between the parties.
• Integrass may update this Agreement from time to time, and such updated terms will apply to all future SOWs.
• Client may not assign this Agreement without Integrass’s prior written consent. Integrass may assign freely to affiliates or in connection with a merger, acquisition, or sale of assets.

12. Data Ownership

• Client remains the owner of its own data provided to Integrass.
• Integrass retains ownership of any data generated by its systems, tools, templates, or proprietary software.
• Integrass may anonymize and aggregate data for benchmarking, analytics, and service improvements.

13. Data Security & Breach

• Integrass will use commercially reasonable measures to protect Client data.
• Integrass is not liable for breaches caused by Client’s own systems, third-party vendors outside Integrass control, or force majeure events.
• If Integrass becomes aware of a confirmed data breach involving Client data within Integrass’s systems, it will notify Client within a reasonable timeframe, without admitting liability.
• Liability for any breach is capped at fees paid by Client in the 30 days prior to the event.

14. Data Retention & Deletion

• Integrass has the right to retain necessary project records, billing, and audit data after termination.
• Client must request deletion of project-related data in writing; Integrass has no obligation to store indefinitely.

15. Compliance Disclaimer

• Unless expressly agreed in an SOW, Integrass is not a data processor/controller under GDPR, HIPAA, CCPA, or other privacy laws.
• Client is solely responsible for compliance with applicable data protection regulations.
• If required, Client must execute a separate Data Processing Agreement (DPA) with additional cost.

16. Cybersecurity & Data Breach

1. Security Measures – Integrass will maintain commercially reasonable administrative, physical, and technical safeguards to protect Client data. Integrass does not warrant that such safeguards will prevent all incidents.
2. Breach Notification – If Integrass becomes aware of a confirmed unauthorized access to Client data within Integrass’s systems, Integrass will use commercially reasonable efforts to notify Client within a reasonable timeframe. Notification shall not be deemed an admission of liability.
3. Exclusions – Integrass shall not be responsible for breaches caused by Client’s systems, third-party vendors, or force majeure events, including denial-of-service attacks, malware, ransomware, or other malicious activity.
4. Liability Cap – Integrass’s total liability for any data breach or security incident shall not exceed the fees paid by Client under the applicable SOW in the 30 days immediately preceding the event.
5. Client Responsibility – Client is solely responsible for ensuring compliance with all applicable data protection and privacy laws, including GDPR, HIPAA, CCPA (California Consumer Privacy Act), and similar regulations. Unless expressly agreed in a separate DPA, Integrass shall not be deemed a data processor or controller.