OUR COMMITMENT TO INTEGRITY AND COMPLIANCE
MASTER SERVICE
AGREEMENT
The Mosaic Master Service Agreement (Agreement) is effective as of the date set forth on the Signature Page to the Service Proposal – Statement of Work as dated on the Signature Page (the “Effective Date”), by and between Mosaic Data Services, Inc. (d/b/a Mosaic, Mosaic Data, Analytic Design and Hyperscale Digital) (“Mosaic”), and the Client as indicated on the Signature Page of the executed Service Agreement.

Last Revision: 06-May-2024
RECITALS
WHEREAS, Client desires to utilize and avail itself of the services of Mosaic pertaining to colocation, website hosting, website design, web site development, digital marketing and other related services and deliverables as more specifically set forth on the Service Proposal – Statement of Work (the “SOW”) and this Agreement is expressly incorporated into the SOW as part of the Service Agreement (as defined in the SOW); and
WHEREAS, Mosaic intends to provide its services to Client in such manner and for such purposes, upon the terms and conditions set forth in this Agreement and the SOW.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, including those outlined in any Schedules attached hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1 – TERM AND SCOPE OF AGREEMENT
1.1 Term. The term of this Agreement shall begin on the Commencement Date and will continue through and including the Termination Date, unless terminated in accordance with the Service Agreement.
1.2 Scope. During the Term of this Agreement, Mosaic shall render the services as set forth in the SOW (the “Services”). All Services shall be set forth in writing and be stated plainly and unambiguously. No Services may be implied or inferred. During the term, the Client may request, and Mosaic may agree to provide additional Services under the terms of this Agreement and the Service Agreement. Such Services shall be set forth in additional SOWs mutually agreed to in a writing executed by Client and Mosaic. In the event multiple SOWs are agreed to as provided herein, such Statements of Work shall be mutually exclusive of each other and shall each set forth specified Services, and payments to be rendered under the terms of this Agreement.
1.3 Timely Delivery. All such Services shall be performed in a timely manner and in accordance with the timetable set forth in the applicable SOW. If Mosaic has knowledge that anything prevents or threatens to prevent the timely performance of the Services, Mosaic shall notify Client thereof and include all relevant information concerning the delay or potential delay.
1.4 Performance of Services. Mosaic will perform the Services as outlined in the applicable SOW. As a project progresses, Client shall be advised by Mosaic and Client shall execute the applicable documentation provided it by Mosaic to effectuate the performance of the Services. Each SOW incorporates the terms and conditions set forth in this Agreement, and in the event of any conflict or ambiguity between any term of this Agreement and a SOW, the terms of the SOW shall prevail, but with respect to that SOW only. In the event that multiple SOWs are executed in connection with the performance of the Services and in the event of any conflict or ambiguity between such SOWs, the terms of the most recent SOW shall prevail.
1.5 Change Orders and Stop Work Orders. Client may, at any time during the progress of the Services, require additions, deductions or deviations (all hereinafter referred to as a “Change Order”) from the Services. Such Change Order shall be set forth in a separate SOW executed by the parties hereto. Further, subject to Section 7.1 below, Client may at any time, by written notice to Mosaic, stop further performance of all or any portion of a SOW by Mosaic (“Stop Work Order”). Upon receiving a Stop Work Order, Mosaic shall promptly cease further performance of the SOW to the extent specified. A mere clarification or explanation of the Services to be provided under this Agreement will not require a Change Order.
1.6 Primary Point of Contact. In performing the Services and fulfilling the terms and conditions of this Agreement, Mosaic’s contact person at Client is [as set forth in the SOW (“Primary Point of Contact”). Client may change their Primary Point of Contract by providing at least ten (10) days’ notice as set forth in Section 8.3.
Section 2 – PAYMENT
2.1 Fees. In full compensation for the Services to be provided to Client by Mosaic, Client shall pay Mosaic, subject to the terms of this Agreement, the fees as set forth in the applicable SOW.
2.2 Expenses. Client will reimburse Mosaic for any costs and or other expenses incurred by Mosaic in the performance of the Services hereunder as set forth in an applicable SOW.
2.3 Invoicing. Mosaic shall render invoices for Services to Client as is provided for in the applicable SOW, in accordance with such Schedule. All invoices shall provide a detailed itemization of charges contained therein.
2.4 Payment. Invoices shall be due and payable ten (10) days from Client’s receipt of invoice from Mosaic. All payments under this Agreement shall be paid by ACH wire transfer pursuant to the wire transfer information provided to Client by Mosaic under separate cover, or by credit card, however any payment made by credit card over Three Hundred Dollars ($300.00) is subject to a three percent (3%) surcharge.
2.5 Taxes/Assessments. Mosaic shall be responsible for payment of any taxes and/or assessments owing due to the payment of compensation to, or the performance of the Services by, Mosaic pursuant to this Agreement. Client shall be responsible for payment of all taxes, if any, that may be assessed to Client applicable to the Services.
2.6 Ownership of Work Product. Mosaic retains ownership of all work product developed pursuant to the terms of this Agreement until Mosaic has been paid in full for all Services rendered in connection with this Agreement.
Section 3 – INDEPENDENT CONTRACTOR/SUBCONTRACTORS
3.1 Independent Contractor Status. The relationship of Mosaic, and Mosaic’s professionals, employees, representatives, subcontractors and other agents (“Mosaic Personnel”), if any, to Client shall be that of an independent contractor during the Term of this Agreement and shall not be deemed to create a partnership or joint venture by or between Client and Mosaic. Nothing in this Agreement is intended or shall be construed to create an employer/employee relationship between Mosaic or Mosaic Personnel and Client, and neither Mosaic nor Mosaic Personnel shall be entitled to any Client benefits, including, without limitation, life insurance, death benefits, accident or health insurance, qualified pension or retirement plans, or other employee benefits. Mosaic shall have sole control of the manner and means of performing the Services. Client shall not be liable for any act or omission of Mosaic or of Mosaic Personnel.
3.2 Use of Subcontractors. Mosaic may subcontract any part of the performance of Services required under this Agreement or any SOW.
3.3 Affiliation. Mosaic at no time shall hold itself out as a subsidiary or affiliate of Client for any purpose, including reporting to any governmental authority.
Section 4 – CONFIDENTIALITY
4.1 Confidential Information Belonging to Client.
(a) For the purposes of this Agreement, the term “Client Confidential Information” means all information disclosed to, or acquired by Mosaic, its employees or agents in connection with and during the term of this Agreement which relates to Client past, present and future research, developments, systems, operations and business activities, including, without limiting the generality of the foregoing:
i. all items and documents prepared for, or submitted to Client in connection with this Agreement;
ii. all information specifically designated by Client as confidential; and
ii. but shall not include any information which was publicly disclosed, except as a result of a breach this Agreement.
(b) Mosaic acknowledges that pursuant to the performance of its obligations under this Agreement, it may acquire Client Confidential Information. Mosaic agrees, during the Term and following any termination of this Agreement, to hold and maintain all Client Confidential Information in trust and confidence for Client and not to use Confidential Information other than for the benefit of Client. Except as authorized in writing by Client, Mosaic agrees not to disclose any Client Confidential Information, by publication or otherwise, to any person other than Client representatives and others as directed by Client, provided that such persons obtain similar covenants and agreements to those contained in this paragraph for the benefit of Client from each of its employees or agents who are, or may be, exposed to Client Confidential Information.
4.2 Confidential Information Belonging to Mosaic.
Client acknowledges that certain information, including but not limited to, the methods and processes utilized by Mosaic in performing the Services, constitute confidential information belonging to Mosaic (herein “Mosaic Confidential Information”). Mosaic Confidential Information shall not include any information which was publicly disclosed other than by a breach of this Agreement. Client agrees not to disclose or divulge any Mosaic Confidential Information to any persons or parties without the express written permission of Mosaic. Notwithstanding the above, Mosaic may, to the extent necessary to perform the Services, disclose Mosaic Confidential Information to Client.
4.3 Mosaic’s Standard Operating Procedures.
In performing the Services pursuant to this Agreement, Mosaic shall utilize reasonable care and best practices in order to ensure that its work product is error-free.
4.4 Limitations on Liability.
Except for gross negligence or willful misconduct, each party’s liability relating to this Agreement shall be limited to the annualized cost of Services provided in each contract year, however, this limitation shall not apply to liability arising from or related to either party’s indemnification obligations, or for breach of confidentiality obligations or intellectual property rights.
4.5 Agreement Not to Hire.
Client agrees not to hire or solicit any of Mosaic’s employees. This covenant shall remain in effect for the latter of either:
(a) two (2) years after Mosaic’s employee is no longer employed Mosaic; or
(b) two (2) years after the provision of Services under this Agreement.
Section 5 – WARRANTY
5.1 General Warranties. Unless expressly otherwise stated in the SOW, Mosaic does not make any express or implied representations, statements, warranties or conditions of any kind or nature whatsoever concerning the Services. Any and all implied warranties of merchantability or fitness for a particular purpose are hereby disclaimed. In addition to any other representations and warranties made in this Agreement.
5.2 Infringement. Client represents and warrants to Mosaic that the information provided by Client to Mosaic will not infringe upon or violate any third party’s intellectual property rights. Mosaic represents and warrants to Client that Services delivered by Mosaic to Client will not infringe upon or violate any third party’s intellectual property rights; provided, however, the Services are not predicated upon information or licenses supplied by Client to Mosaic that intentionally, unintentionally, or negligently violates such rights.
5.3. Organization and Performance. Each party hereto represents and warrants that it is duly organized, validly existing and in good standing under the laws of the state in which it was organized and has all necessary corporate power and authority to enter into this Agreement, to perform all of its obligations hereunder, and to grant all of the rights granted under this Agreement.
5.4 Violation of other Agreements. Each party hereto represents and warrants that its (i) execution, delivery and performance of this Agreement does not and will not contravene or conflict with or constitute a default or violation of any terms of any other agreement to which either Client or Mosaic is a party.
Section 6 – INDEMNITY
6.1 Indemnity by Client. Client shall indemnify, defend and hold harmless Mosaic and its officers, directors, employees, and agents from and against any and all losses, damages, claims, demands, debts, liabilities, fines, penalties and expenses (including costs and reasonable attorneys’ fees) arising from or in connection with any claim by a third party that Client had violated, intentionally, unintentionally or negligently, the rights of any third party by utilizing the Services of Mosaic in this Agreement. Client shall defend or settle any demand, suit or action against Mosaic, based on such a claim at Client’s sole expense and Mosaic shall have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations.
6.2 Indemnity by Mosaic. Mosaic shall indemnify, defend and hold harmless Client and its officers, directors, employees, and agents from and against any and all losses, damages, claims, demands, debts, liabilities, fines, penalties and expenses (including costs and reasonable attorneys’ fees) arising from or in connection with any claim by a third party that Mosaic had violated, intentionally, unintentionally or negligently, the rights of any third party in delivering the Services to Client. Mosaic shall defend or settle any demand, suit or action against Client, based on such a claim at Mosaic’s sole expense and Client shall have the right to approve the terms of any settlement or compromise that restricts its rights granted under this Agreement or subjects it to any ongoing obligations.
Section 7 – TERMINATION AND ORDERLY TRANSITION
7.1 Termination for Convenience. Unless otherwise expressly stated in the SOW, Client shall have the right to terminate this Agreement or any SOW at any time and for any reason, in whole or in part, by providing Mosaic written notice of ten (10) days termination. Within five (5) business days of such termination, Client will pay Mosaic for Services performed through the date of such termination and shall reimburse Mosaic for any contractual obligations with third party vendors entered into by Mosaic that it deemed necessary, in its sole and absolute discretion, in order to perform the Services for Client.
7.2 Termination for Breach by Mosaic. If Mosaic shall be in breach or default of any of the provisions of this Agreement and the breach or default shall continue for a period of ten (10) days after Client gives written notice to Mosaic, then in addition to all other rights and remedies that Client may have at law or equity or otherwise, Client shall have the right to cancel this Agreement without any charge to, or obligation or liability of, Client, provided however, Client shall pay Mosaic for all Services and expenses it provided and incurred up to the date of the alleged breach or default.
7.2.1 Termination for Breach by Client. If Client shall be in breach or default of any of the provisions of this Agreement and the breach or default shall continue for a period of ten (10) days after Mosaic gives written notice to Client, then in addition to all other rights and remedies that Mosaic may have at law or equity or otherwise, Mosaic shall have the right to cancel this Agreement without any charge to, or obligation or liability of, Mosaic. Within five (5) business days of such termination, Client will pay Mosaic for Services performed through the date of such termination and shall reimburse Mosaic for any contractual obligations with third party vendors entered into by Mosaic that it deemed necessary, in its sole and absolute discretion, in order to perform the Services for Client.
7.3 Insolvency/Bankruptcy. Either party may terminate this Agreement by written notice to the other, and regard the other party as in default of this Agreement, in the event of the other party’s insolvency or inability to pay debts as they become due, voluntary or involuntary bankruptcy proceedings by or against a party hereto, appointment or involuntary bankruptcy proceedings by or against a party hereto, appointment of a receiver or assignee for the benefit of creditors, or in the event of an insolvency or receivership after a bankruptcy proceeding is closed. In the event of a bankruptcy proceeding by or against a party, prior to the other party’s termination of the Agreement due to such bankruptcy proceeding, the party involved in the bankruptcy proceeding must assume or reject this Agreement within sixty (60) days after the order for relief, or within a timeframe specified by the Court. If this Agreement is not assumed within such timeframe, this Agreement is deemed rejected, and the other party may terminate this Agreement by written notice. In the event that any of the abovementioned occurs to one party, such party shall immediately notify the other party of such occurrence.
Section 8 – GENERAL TERMS
8.1 Records. Mosaic agrees to maintain accurate records with regard to any and all expenses incurred, if applicable, pursuant to this Agreement, to retain such records and to make the same available to Client upon request for a period of one (1) year after termination of this Agreement.
8.2 Trademarks. Mosaic will not, without the prior written consent of Client, use or permit any person or entity under its control to use any of the trademarks, service marks or trade names owned by Client or by any of their subsidiaries or affiliated companies. Prior to the planned, authorized use of any such trademark, service mark or trade name, Mosaic will send Client a sample of each document or printed material displaying the mark or trade name, and will use only such document or printed material as Client or their subsidiaries or affiliated companies consent in writing to be used. Upon termination of this Agreement, Mosaic will cease to use all trademarks, service marks and trade names for which authorization or consent to use was granted.
8.3 Notices. All notices required or permitted to be given hereunder shall be given in writing and shall be delivered in accordance with the terms of the SOW.
8.4 Survival. The obligations of the parties under this Agreement that, by their nature, would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.
8.5 Governing Law and Venue. This Agreement is governed by and is to be interpreted and enforced in accordance with, the internal laws of the State of Maryland, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland. Any disputes or matter arising under this Agreement that must be litigated in a court of law or equity shall be brought only in a court of competent jurisdiction in Montgomery County, Maryland. Neither party hereto may assert a defense of forum non conveniens or lack of personal jurisdiction. If either party must seek to enforce its rights under this Agreement, the prevailing party shall be reimbursed by the non-prevailing party for all costs and expenses incurred, including without limitation, all reasonable attorney’s fees.
8.6 Further Assurances. The parties hereto covenant and agree that each shall and will, upon request of the other, make, do, execute or cause to be made, done or executed, all such further and other lawful acts and provide all reasonable assurances for the better or more perfect and absolute performance of the terms and conditions of this Agreement.
8.7 No Waiver. Any waiver or alleged waiver of any breach or term of this Agreement shall not constitute a waiver of any other breach or term hereof.
8.8 Binding Effect, Successors and Assigns. The Agreement shall inure to the benefit of and be binding upon each of the parties and their respective heirs, legal representatives, successors and permitted assigns. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other party, except to an affiliate or a party that acquires substantially all of the assigning party’s assets or a majority of its stock as part of a corporate merger or acquisition. Any attempted assignment or delegation without such consent will be void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
8.9 Headings and Recitals. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. The parties agree that the Recitals as set forth herein are incorporated herein by reference and made a part of this Agreement as if fully set forth as substantive provisions of this Agreement.
8.10 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
8.11 Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which, taken together, shall constitute one and the same instrument. Any signature page to any counterpart may also be attached to another counterpart identical thereto without impairing the legal effect of the signatures thereon. Signatures to this Agreement may be delivered electronically via portable document format (“PDF”), “DocuSign” or other standard electronic transmission, and signatures so delivered shall constitute effective execution and delivery of such signature pages and shall be deemed to be the original signatures, and fully effective, for all purposes.
8.12 Website Policies. CLIENT REPRESENTS AND WARRANTS THAT IT HAS READ, UNDERSTANDS AND SHALL COMPLY AND ABIDE WITH MOSAIC’S PRIVACY POLICY, USER CONTENT POLICY, ACCEPTABLE USE POLICY, ACCOUNT TRANSFER POLICY, HIPPA DISCLAIMER, CLIENT COMPLIANCE WITH APPLICABLE LAW, ACCOUNT SECURITY AND MOSAIC SYSTEMS, RESELLER CLIENT RESPONSIBILITY, SHARED (NON-RESELLER) ACCOUNTS, RIGHT TO REFUSAL WITHOUT CAUSE, COPYRIGHT POLICY, DISCLAIMER AND DISCLOSURE TO LAW ENFORCEMENT ALL CONTAINED IN ITS WEBSITE. THIS INFORMATION CAN BE FOUND AT HTTPS://WWW.MOSAICDATASERVICES.COM/POLICIES. THE WEBSITE POLICIES ARE SUBJECT TO CHANGE AT THE DISCRETION OF MOSAIC. NOTWITHSTANDING ANYTHING IN SECTION 8.3 TO THE CONTRARY, MOSAIC WILL PROVIDE NOTICE OF CHANGES TO THE WEBSITE POLICIES TO THE PRIMARY POINT OF CONTACT VIA EMAIL ONLY.
8.13 Force Majeure. If a Force Majeure event occurs, which the parties recognize is an event that is beyond the control of either party and not caused by the party seeking to utilize such event, such as a pandemic, earthquake or flood, that requires a delay in the completion of the Services, the Term shall be extended for the same period of time which the force majeure event delayed completion of the Services.
8.14 Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, supersedes all previous written or verbal agreements between the parties, including, but not limited to, all e-mails, all representations, warranties, statements, correspondence, purchase orders, and memorandum of understanding previously made by Mosaic or Client with respect to the subject matter hereof. This Agreement may not be modified except by a written agreement signed by both parties.
8.15 Incorporation of Agreement. The parties hereby agree that the terms of this Agreement are expressly incorporated into the terms of the Service Agreement.
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