Master Agreement
Last Update - January 2023
This Master Agreement for Managed Services entered into on the date of mutual execution applies to and governs all Slice Customers (“Client”) that are receiving management services on a monthly recurring basis. Slice Wireless Solutions (“Service Provider”) reserves the right to amend and/or supplement the Master Agreement & IT Standards at any time by posting any such amendment/supplement on its website - www.slicewifi.com.
1. Services. Service Provider shall render to Client services in accordance with approved projects (each a “Project”) in accordance with Schedules of Work which have been executed by the parties and which specify the scope of such Project, the cost and payment terms of the Project, its estimated duration and all other matters pertinent to completion of the Project.
2. Compensation and Terms of Payment. Client agrees to pay Service Provider all fees and reimbursable expenses in accordance with the terms of the applicable Schedule of Work. Client will remit payment as per the terms of the applicable Schedule of Work. There will be a $50.00 fee (USD) for bounced checks. All payments shall be submitted to Service Provider at the address below unless otherwise directed by Service Provider in writing.
3. Rates.
a. Hourly Labor Rates. Service Provider’s hourly labor rates set forth below apply to all project work, including, without limitation, network expansions, installation of additional or replacement hardware, installation or configuration of new or upgraded software, and for any work not otherwise included in any applicable agreement between the parties. Service Provider’s services are billed based on the actual time spent in six (6) minute increments, regardless of the issues addressed. Resources will be billed on a “door to door” with travel time being billed at half the agreed upon hourly rate. There will be a minimum charge of one hour (1) hour for any services provided onsite.
Wireless Field Technician - $175/hr
Senior Wireless Field Technician - $200/hr
Wireless Network Engineer - $250/hr
Senior Wireless Network Engineer - $300/hr
Planning Services (Project Manager, Consultant) - $275/hr
b. Configured Environment. Service Provider’s configured environment rates apply to all managed equipment currently in place and added on through the life of the service agreement. Adding managed equipment will not extend the term of the contract between Service Provider and Client. Additional equipment will be billed at the rates below:
Firewall(s) - $75/each Firewall
Access Point - $25/each Access Point
Managed Switch(es) - $30/each Managed Switch
Wireless Controller(s) - $75/each Wireless Controller
Hosted Phone(s) - $55/each Hosted Phone
c. Hardware and Software Replacement and Upgrade Rates. Service Provider is not responsible for any hardware or software costs. Client is responsible for maintenance of all hardware warranties and software support contracts. In the event that hardware on a managed piece of equipment fails, Service Provider will facilitate obtaining replacement equipment under warranty on Client’s behalf, or, if no warranty exists for said equipment, Service Provider will get approval for replacement cost prior to equipment purchase. Labor required to facilitate warranty replacements, configuration or installation of hardware will be billed at the rates set forth above.
d. Rate Increases. Monthly recurring rates and the fee schedule listed above shall automatically increase by four percent (4%) on January 1 of each calendar year during the term of this Agreement without further notice to Client; provided, however, that Service Provider reserves the right to make additional changes to any such fee schedule by providing ninety (90) days written notice to Client prior to the end of the then current term.
e. Taxes. Any applicable use, excise, sales, property, value added, gross receipt, privilege, or other taxes, duties or liabilities are excluded from the Fees and other charges listed above and are the responsibility of Client. If Service Provider is required to pay any use, excise, sales, property, value added, gross receipt, privilege, or other taxes, duties or liabilities levied on the Equipment or Services or on Client’s use then such taxes shall be billed to and paid by Client. This section does not apply to taxes based on Service Provider’s net income or employee contributions and taxes.
4. Response Times & Availability. Response times are defined by the amount of time elapsed between the time that a support request is received by Service Provider and the time that the first technician begins to actively resolve an issue. Service Provider makes no guarantee as to the amount of time it will take to resolve any specific issue. Response time claims are only valid when Client submits a support request through an approved method. Email requests must be sent to support@slicewifi.com and phone calls must be received at +1-212-868-6900. All response times are only applicable during normal business hours – Monday through Friday 9:00 AM. to 6:30 PM (ET). Onsite response times are valid only at Client sites located below 125th Street within the borough of Manhattan, New York, New York.
Level Of Response Times:
a. High Priority. Means network wide work stoppage emergencies, such as all users at main or branch office have no access to network files, email service, mobile services and wireless or failure of Client’s senior management’s workstations and devices or ability to connect to wireless - as identified by Client in writing upon the execution of the service agreement.
i. High priority network-wide work-stoppage emergencies - onsite – four (4) hours.
ii. High priority network-wide work-stoppage emergencies - remote – one (1) hour.
iii. Accelerated Response – billed at double the standard rates.
b. Low Priority. Means all other services that are not described above as High Priority services.
i. Low priority moves, adds, changes, and repairs - onsite – one (1) day.
ii. Low priority moves, adds, changes, and repairs - remote – four (4) hours.
5. Billing. Client shall be billed the 1st day of each month in which services are to be provided by Service Provider (Client billed on 1st of the month for services to be provided by Service Provider during that month). Client shall pay Service Provider no later than the 15th day of the billing month. Service Provider has the right to suspend any and all services if payment is not received on or before the 15th of each month. Any payments received by Service Provider after the 15th of the month shall bear interest at a rate of one and one-half percent (1 1/2%) per month (or portion thereof) until paid. All hardware and software costs will be billed separately from service fees. All hardware and software purchases require one hundred percent (100%) prepayment before order can be placed.
6. Environment & Use of Managed Solution. Client’s environment must at all times meet the following standards:
a. Client is responsible for all aspects of Client’s physical plant, including, without limitation, ensuring adequate electrical power, proper utility connections, adequate cooling and proper cabling (such as Ethernet cabling).
b. If onsite work is required, Client will provide safe working conditions on Client’s premises for Service Provider’s employees and agents.
c. Client shall use the managed solution provided by Service Provider as intended and as required by any applicable end user license agreements, user manuals, or other documentation provided to Client. Client shall not, and shall not allow others to, copy, damage, alter, attempt to repair, or replace any component of the managed solution.
d.Client must provide at least seventy-two (72) hours prior notice of any modifications, upgrades, or other changes of Client’s hardware and software. Service Provider will consult with Client should there be any potential issues and the time and materials necessary to resolve any such issues.
7. Minimum Standards Required for Delivery of Managed Solution. In order for Client’s existing environment to qualify for Agreement, the requirements described in the IT Standards must be met.
8. Obligations of Client.
a. Operating Environment. Client shall, at its cost, supply electricity for each Access Point, Gateway, and/or Switch installed as needed, and shall maintain the physical location of each so that it is physically secure, meets the temperature and other environmental requirements of the equipment and is otherwise conducive to the provision of wireless HSIA. Client is solely responsible for the condition of all existing equipment, electrical supply, power sources, electrical wiring, cabling, or networks at the Property. To the extent that Service Provider is connecting to, incorporating, using, working near to, or managing existing equipment, electrical supply, power sources, electrical wiring, cabling, or networks in connection with providing Wireless Managed Services, Service Provider assumes no responsibility for the condition of such equipment, cabling, electrical supply, power source, electrical wiring, cabling, or network and Client remains solely responsible and liable therefore. Client will indemnify, defend and hold harmless Service Provider (and its directors, officers, employees, customers and agents) with respect to any claims, losses or expenses by Service Provider or any third party that arise relating to the condition of the existing equipment, electrical supply, power sources, electrical wiring, cabling, or networks. Service Provider undertakes no obligation or duty to notify Client or any other party of any condition it may find while visiting or working at the Property, unless a change of condition is caused by Service Provider, at which point Service Provider will promptly provide notice to Client.
b. License. Client grants to Service Provider a limited, revocable, royalty-free, non-exclusive, non-transferable license to use Client’s name and logo (“Client’s Information”) solely for the purpose of marketing the name and location address of the Property on any coverage maps relating to the location of wireless HSIA services of Service Provider. Client’s Information shall remain the sole and exclusive property of Client and nothing herein shall be deemed to grant Service Provider any ownership right in Client’s Information. Service Provider shall only use or display Client’s logo in accordance with Client’s logo use guidelines.
c. Lawful Use of Wireless HSIA and Wired HSIA. Client represents and warrants that Client shall not use, nor knowingly permit any User to use, the Wireless HSIA for any unlawful purpose, including all purposes prohibited in the Terms of Service, and that it will indemnify, defend and hold harmless Service Provider (and its directors, officers, employees, contractors, and agents) with respect to any claims, losses or expenses by any party that arise from or relate to any such unlawful use of the Wireless HSIA.
d. Additional Fees. Client is responsible for any additional fees incurred by Service Provider in providing agreed upon services. Service Provider must inform Client in writing of additional fee requirements.
e. Access to Equipment. Upon reasonable advanced notice, Client will permit Service Provider access to the Properties during normal business hours and reasonable non-business hours for the purposes of installing or maintaining the Services.
9. Modifications to Services.
a. Service Provider reserves the right at any time to modify the Wireless Managed Services or Wired Managed Services (or any part thereof) (the “Managed Services”) or the wireless HSIA or wired HSIA, with written notice, provided that the Managed Services continue to provide functionality (a) at least equivalent to that described in this Agreement and (b) do not require Client to purchase new equipment or software or to make material modifications to the Property.
b. Service Provider will provide Client with thirty (30) days advance written notice for any modifications that materially alters the manner in which Users access the Internet via the Managed Services. Service Provider will provide Client with forty-eight (48) hours advance written or oral notice of any scheduled maintenance which will affect Users’ ability to use the Managed Services, and will make commercially reasonable efforts to schedule such maintenance at times at which minimum usage is expected. Client agrees that Service Provider shall not be liable to Client or to any third party for any such modification of the Managed Services or access to the Internet by any User or any third party, unless such third party is acting on behalf of and at the direction of Service Provider.
10. Privacy; Security. To the extent applicable, each Party will make commercially reasonable efforts to comply with all applicable privacy laws and regulations (including industry and payment card standards) and to employ “industry best practices” security products and other reasonable means to ensure the privacy of, and prevent unauthorized access to or unauthorized disclosure of each Party’s and each User’s data, system transactions and business practices.
11. Proprietary Rights.
a. Service Provider Rights. Client acknowledges that any software applications underlying the Services and all new releases, enhancements or modifications to such software (the “Software”) are owned by Service Provider or its licensors, and that neither legal nor equitable title to the Software passes to Client under this Agreement. Client shall not have any right, license, title or interest in or to the Software, except a limited, revocable, nonexclusive, non-transferable license to use the Software solely to the extent necessary to access and receive the Services in accordance with this Agreement. Nothing in this Agreement shall be construed as impliedly granting to Client any other or further rights in or to the Software. In addition to any and all other restrictions contained in this Agreement, except as may be otherwise expressly permitted by this Agreement, Client shall not (i) sell, lease, sublicense, distribute in any way (whether for commercial gain or otherwise), assign, or transfer the Software, including Modifications thereof, or (ii) modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Software for any purpose, or otherwise attempt to discover the underlying source code of the Software./p>
b. Client Rights Service Provider acknowledges that any Client Information or Client Content provided or made available by Client under this Agreement are owned by Client, and that neither legal nor equitable title to the Client Information or Client Content passes to Service Provider under this Agreement. In addition to the license set forth above, Client grants to Service Provider a limited, revocable, royalty-free, nonexclusive, non-transferable license to use the Client Content solely to the extent necessary to perform its obligations in accordance with this Agreement. In addition to any and all other restrictions contained in this Agreement, Service Provider shall not sell, lease, sublicense, distribute in any way (whether for commercial gain or otherwise), assign, or transfer the Client Information or Client Content except as may be otherwise permitted by this Agreement.
12. Scheduling and Access. lient must provide not less than 24-hour written notice of cancellation prior to commencement of any specific project or task to be billed on an hourly basis in order to avoid the assessment of charges. If Client provides less than 24-hour notice, Service Provider reserves the right to bill for any travel time plus one (1) hour of labor in addition to the cost of the return visit. In the event that a technician is denied physical access to any required systems, this will be considered a cancellation of service and above charges will be assessed to Client.
13. Change Orders. All changes made to any Schedule under this Agreement must be made in writing and must be signed by Service Provider and Client.
14. Use of Sub-Contractors. From time to time, with the prior written consent of Client, Service Provider may engage the services of contractors/sub-contractors for work performed as part of this Agreement, provided that such subcontractors are bound by terms at least as stringent as the terms that Service Provider is bound by under this Agreement and Service Provider shall remain responsible for all services provided by such subcontractors.
15. Alteration to Services. If Client alters any services or equipment provided by Service Provider without the express written consent of Service Provider, Client does so at its own risk and expense. Service Provider shall not be liable or responsible in any way for problems created as a result of Client’s alteration of services or equipment, inclusive of Client’s network or system. If Client wishes Service Provider to correct or repair any systems adversely affected by any such alterations, such services provided by the Service Provider will be considered a new project and will be subject to an applicable Schedule.
16. No Obligation to Provide a Backup Solution. Except as otherwise expressly agreed by the parties in writing, Client shall be responsible for having backup of all critical software, documents, and applications on all of Client’s servers, systems, workstations and any other electronic devices.
17. Software Licensing. Client warrants that all software it provides to the Service Provider for installation, configuration, or use in any way has been legally obtained and is properly licensed. Client further warrants that it has legally purchased a sufficient number of copies of such software and that it has not violated any licensing laws. Service Provider has no knowledge regarding licensing of software provided to it by Client and Client indemnifies Service Provider against any third party claims for violation of software license for any installation, configuration, or use of such software, to the extent not due to the negligence or willful misconduct of Service Provider and provided that Service Provider give Client prompt written notice of any such claims and Client has the right to control the defense and/or settlement thereof. Client understand and acknowledges that it shall be solely responsible and liable for all licensing and purchasing of software.
18. Termination. Except as otherwise provided in such agreement, any agreement entered into by and between Client and Service Provider may be terminated:
a. By Client within the first thirty (30) days of this Agreement for any reason upon ten (10) days prior written notice to Service Provider.
b. By either party upon ninety (90) days written notice prior to the end of the then current term.
c. By either party: (i) upon thirty (30) days prior written notice to the other party in the event that other party fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of written notice thereof; or (ii) upon the mutual written agreement of the parties.
d. After the initial term, the term of all Agreements shall automatically renew for successive one (1) year terms, unless otherwise noted or sooner terminated in accordance with this termination clause.
19. Effect of Termination. In the event that this Agreement is terminated pursuant to Section 18. above, Client shall pay Service Provider upon receipt of Service Provider’s invoice, any accrued but unpaid sums due Service Provider under any existing agreement(s) between Client and Service Provider, reduced by all prior payments made by Client under such agreement(s). If any such agreement(s) is terminated by Client for any other reason other than pursuant to Section 18. above, Client shall be responsible for the payment of all fees due Service Provider through the end of the then current term of each such agreement(s).
20. Warranty Policy. Warranty on all materials and supplies shall be the manufacturer’s warranty. Service Provider shall ensure that manufacturer’s warranties for all materials and supplies, including hardware and software, will be assigned to Client. Except as otherwise provided in this Agreement, Service Provider makes no warranty of any kind for any third-party hardware or software. In the event of failure, Client may retain the services of Service Provider to obtain replacement parts as covered under the manufacturer’s warranty. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL OF WHICH ARE HEREBY DISCLAIMED AND EXCLUDED. SERVICE PROVIDER SHALL NOT BE LIABLE TO CLIENT FOR COMPENSATION, REIMBURSEMENT, LOSS PROFITS, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY OTHER KIND OR CHARACTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND CLIENT HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO MAKE A CLAIM OR DEMAND THERE FOR. IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER FOR PRODUCTS OR SERVICES PROVIDED BY SERVICE PROVIDER TO CLIENT UNDER THIS AGREEMENT FOR THE ONE HUNDRED EIGHTY (180) DAY PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM.
21. Compliance with Laws. Client shall at all times be solely responsible for ensuring compliance with all laws, rules, ordinances, decrees and regulations applicable to Client’s business. Client shall indemnify and hold Service Provider harmless from and against any costs, expenses, injury and damage caused to Service Provider, including, without limitation, any claims brought by third parties against Service Provider, as a result of Client’s failure to comply with such laws, rules, ordinances, decrees and regulations.
22. Indemnification of Service Provider. Client agrees to indemnify, defend, and hold Service Provider harmless from any and all third-party claims, actions, damages, liabilities, costs, and expenses (including attorney’s fees and expenses), hereinafter “Claims,” arising out of or related to the conduct of Client’s business, including, without limitation, any breaches by Client of the terms of this Agreement and/or Client’s or Service Provider’s services to the extent not due to the negligence or willful misconduct of Service Provider and provided that Service Provider provide Client with prompt written notice of such Claims and Client has the right to control the defense and/or settlement of such Claims.
23. Limitations of Technology. Client acknowledges that technologies are not universally compatible, and that there may be particular services or devices that Service Provider may be unable to monitor, manage, or patch. Service Provider agrees to inform the Client when such a situation arises. The Client agrees to correct the situation if applicable, and to hold the Service Provider harmless in any case. Patches and antivirus definitions are distributed by their respective software vendors, and as such, Service Provider has no direct control over the effectiveness or lack thereof of the software being applied. Service Provider shall not be held responsible for interruptions in service due to patches released by software vendors.
24. Overnight Administration Policy. Technology requires regular updates and maintenance to ensure smooth operation. Some of this work can be disruptive. To minimize the impact to users, some of this work is done overnight, typically from about 11:00 p.m. to 5:00 a.m.
25. Confidentiality. During the Term of this Agreement and for a period of seven (7) years thereafter, both parties shall maintain in confidence (i.e., not disclose to any third party) and use only for the purpose for which it was disclosed confidential information and data received from or on behalf of the other party, (“Information”), whether such Information is contained in a written or electronic document, whether it is oral or whether it is disclosed by means of inspection. Information shall not include any information that (i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such Information;, (ii) can be shown to have been disclosed to the receiving party by a third party, provided such Information was not obtained by such third party directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement, (iii) prior to disclosure under this Agreement can be shown to have been already in the possession of the receiving Party, provided such Information was not obtained directly or indirectly from the other Party under this Agreement pursuant to a confidentiality agreement, or (iv) can be shown to have been independently developed by the receiving party without breach of any of the provisions of this Agreement. If a receiving Party is required to disclose Information of the other Party pursuant to interrogatories, requests for information or documents, subpoena, civil investigative demand of a court or governmental agency, it shall use commercially reasonable efforts to do so on a confidential basis (and provided that the disclosing Party furnishes only that portion of the Information which is legally required), and, in any event, it shall provide the other party prompt notice after receipt of any such official requests to enable the other Party to seek a protective order or similar relief.
26. Limitation of Liability. Other than Client’s obligations for payment, neither Party shall be liable for any indirect, incidental, special, consequential or punitive damages, or damages for loss of profits, lost revenue, lost data, under or related to this agreement, including resulting from an inability or limited ability to utilize the internet access or the managed services by Client, user or any third party, whether such action is brought in law, equity, contract, or tort (including negligence and strict liability), even if a party has been advised of the possibility of such damages with specificity. Other than Client’s obligations for payment pursuant to section 18, obligations, and other than either Party’s breach, in no event shall either Party’s aggregate liability to the other party under or related to this agreement exceed the total recurring monthly support charges paid by Client to Service Provider during the twelve (12) months immediately preceding the event giving rise to such liability (or if twelve months have not occurred, the amount scheduled to be paid during the first twelve months of the term). With respect to any failure to meet the target set forth in the Managed Service Agreement, Client’s sole and exclusive remedy shall be to adjust the recurring monthly wireless service charge payable to Service Provider hereunder on a pro rata basis, based on the amount of time the wireless HSIA was not available relative to the normal business hours of Client during the month in which the failure occurs, capped at fifty percent (50%) of the total recurring monthly wireless service charge payable for the month.
27. Limitation of Warranty. Notwithstanding anything to the contrary in this agreement, other than as specifically stated in this agreement, Service Provider makes no promises, representations, or warranties as to the services, including without limitation wireless HSIA, hotspots, wireless managed services, or wired managed services, express or implied, or whether arising by operation of law, course of performance or dealing, custom, usage in the trade or profession or otherwise, including without limitation, implied warranties of merchantability, fitness for a particular purpose, fitness for a particular use or non-infringement, all such warranties being specifically disclaimed by Service Provider. notwithstanding anything to the contrary in this agreement, other than the limited equipment warranty set forth in section 20 above, Service Provider makes no warranties as to the equipment, express or implied, or whether arising by operation of law, course of performance or dealing, custom, usage in the trade or profession or otherwise, including without limitation, implied warranties of merchantability and fitness for a particular purpose and Service Provider shall have no duty to defend, indemnify, or hold harmless Client from and against any or all damages and/or costs incurred by Client arising from any alleged or actual infringement of patents or trademarks or the violation of copyrights by the equipment. Service Provider cannot guarantee that, even if the equipment is on and functioning normally, the services will always be available to Client or users. The services may be unavailable from time to time for reasons beyond Service Provider’s control. therefore, subject only to the limited remedy set forth in last sentence of section 26 above, without limiting any disclaimer set forth in this section 27, Service Provider offers no promises, representations or warranties whatsoever with respect to the availability, functionality, performance or quality of the services..
28. Exclusions.
a. Client recognizes that delivery of Agreement is not a fail-safe option and events outside of Service Provider’s control may occur which may prevent effective utilization of any systems or networks. Service Provider will make reasonable attempts to deliver service as per this Agreement when such events occur, but will not be held responsible for delayed response times, network downtime, or any type of system unavailability outside of Service Provider’s control. These events include:
i. Hardware failure
ii. Software failure or corruption
iii. Software “bugs,” manufacturer’s defect, or design problems
iv. Faulty patches or updates provided by hardware or software vendor or manufacturer
v. Utility power failure or faulty backup power equipment
vi. Internet Service Provider (ISP) failure
vii. Utility communication line failure
b. Support, including onsite and remote helpdesk work, is valid only on equipment and services provided by vendors appearing on the IT Standards.
c. Service Provider shall not be responsible for any of the following – any work done by Service Provider relating to resolution/repair of such issues shall be billed on a project basis at Service Provider’s agreed upon hourly rates:
i. User Error
ii. Client employee tampering with software or hardware
iii. Data loss as a result of applications left open with unsaved data
iv. Programming or modifications to any application or source code
v. Training services of any kind
vi. Acts of vandalism, including willful destruction of hardware or corruption of software
29. Intellectual Property. Each party agrees that it will not make use of, either directly or indirectly, any of the information which it has received from the other, other than for the purpose for which in the information has been disclosed, except without specific prior written authorization.
30. Independent Contractor Relationship. Service Provider’s relation to Client shall be that of an independent contractor and neither this Agreement nor the services to be rendered hereunder shall for any purpose whatsoever or in any way of manner create any employer-employee relationship between the parties. Service Provider shall not be deemed an agent of Client for any purpose and shall have no authority to bind Client.
31. Force Majeure. Neither party shall be in default of these terms if events due to a natural calamity, act of government, or similar causes that are beyond the control of such party, if such party gives prompt written notice to the other party and provided that the affected Party uses its reasonable commercial efforts to avoid or remove such causes of nonperformance and shall continue performance whenever such causes are removed.
32. Assignment. Except as otherwise provided below, neither party shall assign its rights nor obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Either party may assign this agreement to an entity which acquires substantially all of the stock or assets of such party without written consent of the other party; provided, however, that such consent will be required in the event that the non-assigning party reasonably determines that the assignee will not have sufficient capital or assets to perform its obligations. All terms and provisions of this Agreement shall be binding on the benefit of the parties and their respective transferees, successors and assignees.
33. Dispute Resolution. Any controversies arising out of or relating to the agreement or the interpretation or performance thereof shall be settled by binding arbitration in the Borough of Manhattan, New York. Arbitration shall be decided before a mutually agreed upon arbitrator who is a member of the American Arbitration Association, the cost of which shall be borne equally by the parties. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
34. Severability. In the event that any one or more of the provisions in this agreement or any Schedule of Work is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
35. Governing Law. The law of the State of New York shall govern the construction, validity, and interpretation of this Agreement and the performance of its obligations.
36. Attorneys’ Fees and Costs. In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Client or Service Provider, shall be entitled to its reasonable attorney’s fees and expenses, including such fees and expenses incurred in connection with any appeals, in addition to such other relief as may be provided for by law.
37. Notices. All legal notices shall be in writing and shall become effective when delivered by hand or via certified mail, postage prepaid, return receipt requested.
38. Entire Agreement. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. This Agreement together with all appendices, attachments, other agreements, schedules and exhibits hereto constitutes the entire Agreement and supersedes and replaces all prior oral or written statements, negotiations, proposals, or communications not expressly set forth herein.
39. Authorization to Sign Agreement. Each party acknowledges that the person signing this Agreement and each Schedule or annexure hereto on its behalf is authorized to do so and may bind such party to all of the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director, or duly authorized agent or employee of such party.