RiskTool Technologies

Master Services Agreement

Prepared For:

Name of Company

Street Address , City, State, Zip code

RiskTool Technologies, LLC

4518 W. 90^th Street,,   Prairie Village, KS 66207

This document contains information and trade secrets proprietary to RiskTool Technologies, LCC. Except for purpose of arranging financing, none of the information contained herein shall be disclosed to third parties nor reproduced in whole or in part without prior written permission of RiskTool Technologies.

Master Services Agreement

This AGREEMENT (the "Agreement") is made and entered into as of [Date of Agreement] (the "Effective Date"), by and between RiskTool Technologies, LLC, a Kansas limited liability company ("RT") and [Name of Company], a [State of incorporation] corporation ("Client"), each being referred to individually as a "Party" and collectively as the "Parties".

Services. "Services" means task performance, advice or assistance RT provides to Client. Pursuant to this Agreement, Services will be provided as set forth in a written transaction document ("Work Order") executed by representatives of the Parties. This Agreement specifically contemplates the execution of Work Order(s).  Each Work Order shall automatically be deemed to include all of the terms and conditions of this Agreement and may include additional terms and conditions.

Performance.  Services shall be provided in a professional and workmanlike manner in conformance with the requirements of the Work Order.  RT shall commence work as set forth in the applicable Work Order.  RT shall perform Services at such reasonable times as may be mutually agreed to by RT and Client.  Whenever RT has knowledge that timely performance of Services may, or will, be delayed, RT shall promptly give notice thereof to the Client, provided that, such notice does not relieve RT’s obligation to perform Services as set forth in the applicable Work Order.

Personnel. Competent personnel shall perform Services. "RT Personnel" consists of RT employees, agents and/or subcontractors.  RT shall retain full responsibility for the Services of any RT Personnel.  RT shall determine RT Personnel to perform Services for a Work Order.  If any individual assigned is, or becomes, unacceptable to the Client, the Client shall promptly notify RT management concerning the situation.  If the Parties are unable to arrive at a solution that is acceptable to the Client, the Client may request that RT remove the individual.  RT will conform to such request and either replace the individual in a mutually agreeable timeframe or terminate the Work Order.

Cooperation.  Client agrees to reasonably cooperate with RT as more specifically set forth in a Work Order.  Such cooperation shall include, but not be limited to, providing RT with all reasonably necessary information and free and reasonable access to, and use of, Client’s premises, computers, and personnel as needed to complete Services and agreed to in advance by Client.

Charges.  Client agrees to pay all undisputed Services fees as set forth in the Work Order.  RT will provide Client with reasonably detailed invoices for the Services fees and expenses on a semi-monthly basis, or as otherwise specified in the Work Order, during periods when Services are performed. All undisputed invoices are due upon receipt of each invoice, and in no event later than within thirty (30) days after receipt of the invoice.  Any dispute concerning an invoice, or the Services provided hereunder, should be identified in writing within such thirty (30) day period, and such invoice shall thereafter be paid within ten (10) days of the resolution of such dispute. Undisputed invoices shall accrue interest at the rate of one (1%) percent per month, or the maximum rate permitted by applicable law, whichever is less, on any unpaid amount.  Unless otherwise set forth in a Work Order or agreed to in advance by Client in writing, Client shall not be obligated to reimburse RT for any out-of-pocket expenses incurred by RT in furtherance of its performance of Services. 

Taxes.  The Services fees and other amounts payable pursuant to this Agreement are exclusive of, and Client shall pay, all federal, state, local, municipal or other sales, use, transfer, excise, property and other taxes and duties imposed with respect to the Services, except for taxes based on RT’s net income.  Client shall obtain and provide to RT any certificate of exemption or similar document required to exempt any transaction under this Agreement from sales tax, use tax or other tax liability.

Confidentiality

As used in this Agreement, "Proprietary Information" shall mean all confidential, proprietary or secret information, including without limitation plans, programs, specifications, processes, inventions, and other information or material owned, possessed or used by either RT or Client which is at any time so designated by such Party in writing, whether by letter or by the use of a proprietary stamp or legend, prior to the time any such Proprietary Information is disclosed to the other Party.  In addition, information which is orally disclosed to the other Party shall constitute Proprietary Information if within thirty (30) days after such disclosure the disclosing Party delivers to the receiving Party a written document describing such Proprietary Information and referencing the place, names, and date of such oral disclosure.

The provisions of Section 7(A) notwithstanding, Proprietary Information shall not include any information to the extent it (i) is, or becomes, a part of the public domain through no act or omission on the part of the receiving Party, (ii) is in the receiving Party’s possession, without actual or constructive knowledge of obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (iii) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Proprietary Information, or (v) is released from confidential treatment by written consent of the disclosing Party.

Each Party agrees, from the receipt of information from the other Party hereunder, to use the same means it uses to protect its own proprietary information, but in any event not less than reasonable means, to protect the confidentiality of Proprietary Information.  Upon written request at the termination of this Agreement, all documented Proprietary Information (and all copies thereof) owned by the requesting Party will be returned to the owning Party or will be destroyed, with written certification thereof to the requesting Party.  Except as provided for in this Agreement, each Party shall not make any disclosures of the Proprietary Information to anyone other than its personnel to comply with its obligations as set forth in this Agreement. The confidentiality obligations of each Party shall survive the termination of this Agreement.

Indemnification.

Each Party shall indemnify and hold the other harmless (i) for bodily injury, death, tangible property damage, or other costs and expenses (including reasonable attorneys’ fees) resulting from negligent acts or omissions of its own employees or representatives, and arising out of performance of this Agreement, and (ii) against any expense, judgment or loss (including reasonable attorneys’ fees) arising from breach of its obligations under this Agreement.

RT warrants that it has good title to and/or right to sell Services and associated deliverables, and represents that all Services and deliverables provided to Client are free and clear of all liens, claims or encumbrances of any kind.  RT shall indemnify, defend, and hold harmless Client against any expense, judgment or loss (including reasonable attorneys’ fees) arising from any infringement or alleged infringement of any patent, copyright, trademark, trade secret, or other intellectual or proprietary rights with respect to the Services and deliverables.

Client shall indemnify, defend, and hold harmless RT against any expense, judgment or loss (including reasonable attorneys’ fees) arising from any infringement or alleged infringement of any patent, copyright, trademark, trade secret, or other intellectual or proprietary rights as a result of RT’s compliance with Client’s specifications or instructions.

The indemnified Party must give the other Party prompt written notice of the claim, sole control of the proceedings of the settlement, and cooperation in the defense of any settlement negotiations.

Limitation of Liability.

Except as stated in this Agreement or a Work Order, RT disclaims all warranties, whether express or implied, written or oral, including any warranty of merchantability or fitness for a particular purpose.  The foregoing indemnification provisions state the entire liability of either Party with respect to infringement or alleged infringement of patents, copyrights, trademarks, trade secrets and other intellectual or proprietary rights.

Each party’s maximum liability arising out of the performance of Services in this Agreement or a Work Order regardless of the form of the action shall not exceed the actual payments received by RT for the Services under the applicable Work Order giving rise to such liability.

Except in the event of indemnification, gross negligence or willful misconduct, in no event shall either Party be liable for special, incidental or consequential damages, including, but not limited to loss of profits, loss of data, or loss of use damages, arising out of this Agreement or the performance of Services.

RT Proprietary Rights.  Client acknowledges that RT’s ownership of and title in and to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, for tools and applications it may use to provide Services or provide under a license of Client’s use shall remain the sole and exclusive right of RT.  In these instances, Client acquires only the right to use the tools and applications and does not acquire any ownership rights or title in or to the tools and applications.

Publicity.  Neither Party shall refer to or use any trademark, trade name, or other designation of the other in any promotion or publication without the other Party’s prior written consent.  Neither Party shall publicize in any way its role with respect to Services without the other Party’s prior written consent.

Non-Solicitation.  During the period of performance of the Services and for twelve (12) months after the applicable Work Order is completed, the Client agrees not to solicit for employment, directly or indirectly, or hire any RT Personnel who provided the Services for Client.  If this non-solicitation restriction is violated without prior written waiver by RT, the Client will pay to RT an amount equal to fifty percent (50%) of the subject person’s previous annual salary as verified in writing.

Relationship of Parties.  Each Party and its personnel are independent in relation to the other Party with respect to all matters arising under this Agreement.  Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the Parties.  Neither Party may assume or create any obligations on the other’s behalf without prior written consent.  Each Party shall remain responsible for the withholding and payment of all Federal, State, and local personal income, wage, earnings, occupation, social security, unemployment, sickness and disability insurance taxes, payroll levies, or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective personnel. Nothing in this Agreement shall restrict either Party in any manner whatsoever from contracting with other business entities including business entities in the same or similar business as the other Party.

Compliance.  RT Personnel will observe all written rules applicable to Client’s employees and delivered to RT.  RT agrees to comply with all applicable Federal, State, and local laws, orders, codes, and regulations concerning labor, employment, and employment discrimination in the performance of this Agreement.

Insurance.  Each Party shall maintain adequate insurance protection covering its respective activities hereunder, including coverage for statutory workers’ compensation, comprehensive general liability for bodily injury and property damage, as well as adequate coverage for vehicles.

Term.  The term of this Agreement shall be effective from the Effective Date and shall continue in full force until terminated.  Either RT or Client may terminate this Agreement and/or any Work Order upon sixty (60) days advance written notice, provided that no such termination shall affect Client’s obligation to pay RT for all Services fees and authorized expenses incurred prior to the effective date of termination. Any terms of this Agreement that by their nature extend beyond termination, including without limitation, indemnification, confidentiality, and non-solicitation obligations, remain in effect until fulfilled, and apply to both RT’s and Client’s respective successors and assigns.

Changes to Terms. No alteration, modification, or change of this Agreement shall be valid unless made in writing and executed by the Parties hereto.

Force Majeure.  Neither Party shall be responsible for damages, delay or failure in performing any obligations under this Agreement or a Work Order without its fault or negligence  caused by conditions beyond its control including, natural disasters and other Acts of God, wars, terrorist actions, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery service:

If to RT:                                                       RiskTool Technologies, LLC

                                                                        4518 W. 90^th Street

                                                                        Prairie Village, KS  66207

                                                                        Attention: Richard Detrick          

If to Client:                                               <Customer Name>

                                                                        <Address>

                                                                        <Address>

                                                                        Attention:                                                                  
 

Notices.  Each Party shall authorize a person to represent them in all matters concerning this Agreement.  Any notice or communication required or permitted under this Agreement shall be in writing to the authorized representative of the other Party.  Electronic means shall be an acceptable form of written notice or communication.

Entire Agreement.  During the term of this Agreement, this Agreement, any Addendum, and any Work Orders, which constitute the entire agreement between RT and Client with respect to the subject matter hereof, shall govern all transactions between RT and Client.  In the case of any conflict between the terms of this Agreement and the terms of any Addendum, the terms of such Addendum shall control.  In the case of any conflict between the terms of this Agreement or any Addendum and the terms of any Work Order, the terms of such Work Order shall control.  RT makes no representations to Client except as expressly set forth in this Agreement, an Addendum or Work Order.

Severability.  In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular provisions held to be unenforceable.

Affiliates.  Client shall be deemed to include the Party above and its existing or future related affiliated and subsidiary companies, including subsidiaries of affiliated companies, that control, or are controlled by, or are under common control with the Party above.  The term control means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

Assignments.  Neither this Agreement nor any rights granted hereunder may be assigned or delegated without the written consent of the Parties; provided that no consent shall be required for assignment in conjunction with the sale or merger of all, or substantially all, of the assets of either Party.

Governing Law.  The validity, construction, and interpretation of this Agreement, and the rights and duties of the Parties shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to principles of conflicts of laws.

24.           Dispute Resolution.

Disputes.  All disputes, controversies and questions directly or indirectly arising under, or in connection with this Agreement an Addendum or Work Order ("Disputes") shall be resolved in accordance with this Section, which shall be the sole and exclusive procedure for the resolution of any Dispute.

Good Faith Resolution.  If a Dispute arises the parties agree to attempt, in good faith, to meet and resolve such Dispute.

Mediation.  If the parties are unable to resolve the Dispute within ten (10) business days of their initial meeting, the parties shall within ten (10) business days submit the Dispute to mediation before a neutral mediator. At the time the Dispute is submitted to mediation, each party shall also submit a dispute summary and any additional supporting statements that they deem relevant (which supporting statement shall at the same time also be provided to the other party). The mediation process shall begin promptly and shall be concluded within ten (10) business days of the day the submission to mediation is made, unless the parties mutually agree otherwise.

Arbitration.  If the parties are unable to settle the Dispute through such mediation, then such Dispute shall be submitted to binding arbitration by a single arbitrator (the "Arbitrator").  The Arbitrator shall: (i) not have any interest in the outcome or any relationship to the parties including, but not limited to, any past or current employment, contractual, or attorney/client relationship;  and (ii) be an experienced business person familiar with contractual service arrangements of the nature established by this Agreement. The demand for arbitration must be made within thirty (30) days after the termination of the mediation of the Dispute.  The arbitration shall occur in the Kansas City, Missouri metropolitan area.  The Arbitrator shall promptly render his or her written decision and award within thirty (30) days of the close of the arbitration proceedings. The arbitrator(s) are not empowered to award damages, and each Party waives damages, in excess of those specified in Section 9(B)

Client Billing Information: