This Master Services Agreement (this "Agreement") is entered into as of (the "Effective Date"), by and between:
Advanced Learning Academy LLC, an Indiana limited liability company, with its principal office in Carmel, IN 46033 ("ALA" or "Provider"),
and
, a organized under the laws of , with its principal office at ("Client").
ALA and Client are each referred to herein as a "Party" and collectively as the "Parties."
"Agreement" means this Master Services Agreement, together with all Exhibits, Schedules, and Statements of Work incorporated herein.
"Assessment" means any cognitive, biological age, relationship intelligence, or career alignment evaluation administered through ALA's platform.
"Confidential Information" has the meaning set forth in Section 6.
"Deliverables" means the reports, data, dashboards, and other materials produced by ALA under a Statement of Work.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, algorithms, methodologies, assessment instruments, and related proprietary rights.
"Services" means the cognitive assessment, deployment, reporting, and related professional services described in the applicable Statement of Work.
"Statement of Work" or "SOW" means a written document executed by both Parties that describes the specific Services, Deliverables, timeline, and fees for a particular engagement.
2.1 ALA shall provide the Services described in each SOW executed by the Parties. Each SOW shall be deemed incorporated into and governed by this Agreement.
2.2 Services may include, but are not limited to: cognitive assessment deployment, platform configuration, branded portal setup, assessment administration, individual and aggregate reporting, workforce intelligence dashboards, and results briefings.
2.3 ALA shall perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.
3.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated in accordance with this Section. The initial term for each SOW shall be as specified therein.
3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW upon thirty (30) days' prior written notice to the other Party.
3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.
3.4 Effect of Termination. Upon termination, Client shall pay all fees due for Services performed through the termination date. Sections 5, 6, 7, 9, 10, and 17 shall survive termination.
4.1 Fees. Client shall pay the fees set forth in the applicable SOW. Unless otherwise specified, all fees are in U.S. dollars and are non-refundable.
4.2 Payment Terms. Invoices are due and payable within thirty (30) days of the invoice date (NET 30).
4.3 Late Payments. Any amounts 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 applicable law, whichever is less.
4.4 Taxes. Fees are exclusive of all taxes. Client is responsible for all applicable taxes, excluding taxes based on ALA's income.
5.1 ALA Ownership. ALA retains all right, title, and interest in and to its Intellectual Property, including all assessment instruments, algorithms, methodologies, scoring systems, report templates, and platform technology. Nothing in this Agreement transfers ownership of any ALA Intellectual Property to Client.
5.2 License to Results. Subject to payment of all applicable fees, ALA grants Client a non-exclusive, non-transferable, revocable license to use assessment results and Deliverables for Client's internal business purposes as described in the applicable SOW.
5.3 Client Data. Client retains all right, title, and interest in Client's pre-existing data and materials provided to ALA for the purpose of performing the Services.
6.1 Definition. "Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, or electronically, including but not limited to: business plans, pricing, assessment methodologies, algorithms, customer data, financial information, and technical specifications.
6.2 Obligations. Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform obligations under this Agreement; and (c) use Confidential Information only for purposes of this Agreement.
6.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.
6.4 Survival. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years.
7.1 Security Standards. ALA maintains information security practices aligned with NIST Cybersecurity Framework (CSF) 2.0, including administrative, technical, and physical safeguards appropriate to the nature and sensitivity of the data processed.
7.2 Encryption. All data is encrypted in transit (TLS 1.3) and at rest (AES-256).
7.3 Breach Notification. In the event of a confirmed data breach affecting Client data, ALA shall notify Client within seventy-two (72) hours of becoming aware of the breach, and shall cooperate with Client in investigating and remediating the incident.
7.4 Data Processing. ALA processes Client data solely for the purpose of performing the Services and in accordance with the Subprocessor & Data Flow Document provided to Client.
8.1 Mutual. Each Party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party.
8.2 ALA Warranties. ALA represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner; (b) the Assessments have been validated using industry-accepted psychometric methodologies; and (c) the platform and Services comply with applicable laws, including EEOC guidelines.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9.1 Cap. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO ALA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
9.2 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Exceptions. The limitations in this Section shall not apply to: (a) breaches of Section 6 (Confidentiality); (b) willful misconduct or gross negligence; or (c) indemnification obligations under Section 10.
10.1 By ALA. ALA shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from any third-party claims arising from: (a) ALA's breach of this Agreement; (b) ALA's negligence or willful misconduct; or (c) any claim that the Services infringe a third party's intellectual property rights.
10.2 By Client. Client shall indemnify, defend, and hold harmless ALA and its officers, directors, employees, and agents from any third-party claims arising from: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; or (c) Client's use of the Deliverables in a manner not authorized under this Agreement.
ALA maintains the following insurance coverage throughout the term of this Agreement:
Certificates of insurance shall be provided upon Client's written request.
12.1 ALA's cognitive assessments are designed and administered in compliance with:
12.2 Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this Agreement.
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, or labor disputes. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact.
Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be void.
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by certified mail, return receipt requested; (c) sent by nationally recognized overnight courier; or (d) sent by email with confirmation of receipt. Notices shall be addressed to the Parties at the addresses set forth below or at such other address as a Party may designate in writing.
If to ALA:
Advanced Learning Academy LLC
Carmel, IN 46033
Email: [email protected]
If to Client:
Email:
16.1 Mediation. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation administered by a mutually agreed-upon mediator. The Parties shall share the costs of mediation equally.
16.2 Arbitration. If mediation fails to resolve the dispute within sixty (60) days, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Indianapolis, Indiana. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.
This Agreement, together with all SOWs, Exhibits, and Schedules incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No modification of this Agreement shall be effective unless made in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.