MASTER SERVICES AGREEMENT
1. Parties. This Master Services Agreement ("Agreement") is entered into between Acme Retail Co. ("Client") and Vertex Systems Inc. ("Vendor"), effective as of the date of last signature.
2. Definitions. Capitalized terms shall have the meanings set forth herein. "Services" means the work described in each Statement of Work; "Deliverables" means any materials provided to Client in the course of performing the Services.
3. Scope of Services. Vendor shall provide the Services described in one or more Statements of Work executed by the parties. Each Statement of Work is governed by this Agreement and incorporated herein by reference.
4. Term & Renewal. This Agreement shall remain in effect for an initial term of twelve (12) months and shall automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.
5. Fees. Client shall pay Vendor an annual fee of $120,000. Vendor may increase the fees by up to fifteen percent (15%) per year at its sole discretion upon thirty (30) days notice.
6. Payment Terms. All invoices are due within thirty (30) days of receipt. Late payments shall accrue interest at a rate of 1.5% per month or the maximum permitted by law, whichever is lower.
7. Confidentiality. Each party shall keep confidential all non-public information disclosed by the other party and use it solely to perform under this Agreement.
8. Warranties. Vendor warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated, the Services are provided "as is."
9. Indemnification. Client shall indemnify, defend, and hold harmless Vendor from any and all claims, damages, and expenses arising out of this Agreement, without limitation and regardless of fault.
10. Limitation of Liability. Each party shall remain fully liable for any and all direct and indirect damages arising under this Agreement. No cap or exclusion of liability shall apply.
11. Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, labor disputes, or interruption of telecommunications or utilities.
12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.
13. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.
14. Notices. All notices under this Agreement shall be in writing, delivered to the addresses set forth above, and deemed given upon receipt or three (3) business days after mailing.
15. Termination for Cause. Either party may terminate this Agreement upon material breach by the other party that remains uncured for thirty (30) days after written notice.
16. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral, relating to its subject matter.