This Master Service Agreement (this “Agreement”) is dated 2024-06-10 (the “Effective Date”) by and between PharmaStaff Inc, a New York corporation, having its principal place of business at 173 54th Street, Brooklyn, NY 11220 (the “Company”), and {CLIENT COMPANY}, a {CLIENT STATE} corporation, having its principal place of business at {CLIENT ADDRESS} (the “Client”). The Company and the Client agree to the following terms:
CONFIDENTIALITY
Confidential Information includes any non-public, proprietary information disclosed by either party. Confidential Information does not include information that becomes public, is rightfully received from a third party, or is independently developed without use of the Confidential Information.
Both parties agree to protect and hold Confidential Information in confidence, using the same degree of care as their own valuable information. Disclosure is limited to employees and representatives who need to know and are bound by confidentiality obligations.
PERFORMANCE OF SERVICES
Client may obtain services through a Work Order, subject to this Agreement. Company warrants services will be performed with reasonable skill and care. Conflicts between the Agreement and Work Order terms default to this Agreement unless specified otherwise.
PLACEMENT OF ORDERS
Orders must be placed using a signed Work Order. Changes to services or price require mutual written agreement.
PRICE AND TERMS OF PAYMENT
Client will compensate the Company as detailed in the Work Order. Prices exclude taxes and other charges. Payment is due within thirty (30) days of invoice date, except for disputed amounts with prior notice. Payment methods include check, bank transfer, or direct debit.
ESTIMATED DELIVERY DATES AND TURNAROUND TIMES
Delivery dates in Work Orders are estimates. Company will make efforts to meet these dates but is not responsible for delays caused by Client action or inaction.
TRANSFER OF PROPERTY AND INTELLECTUAL PROPERTY RIGHTS
Company retains rights to data generated from services. Intellectual Property owned by the Company remains its exclusive property.
LIMITED WARRANTIES AND RESPONSIBILITIES
Services are provided with reasonable care. Client should verify the accuracy of services. Both parties warrant they have the authority to enter into this Agreement.
REMEDY FOR INSUFFICIENT SERVICES
Client may request re-performance of deficient services or a refund. Objections must be made within thirty (30) days.
FORCE MAJEURE
Neither party is liable for delays or issues caused by unforeseen events beyond their control.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Company indemnifies Client for damages resulting from gross negligence or willful misconduct, excluding Client's negligence. Client indemnifies Company for third-party claims, excluding Company's negligence.
TERM AND TERMINATION
The Agreement starts on the Effective Date and lasts one year. It may be terminated by either party with sixty (60) days notice, or immediately for material breaches or bankruptcy. Work Orders in effect during termination remain active.
NON-EXCLUSIVITY
Client may seek services from other providers. This Agreement does not prevent that.
GOVERNING LAW
This Agreement is governed by New York law. Disputes will be resolved through negotiation and consultation between senior executives.
MISCELLANEOUS
Independent Contractor
Company is an independent contractor, not an agent, employee, or partner of Client.
Amendment
Changes to the Agreement or Work Orders must be in writing and signed by both parties.
Notices
Notices must be in writing and are deemed given upon receipt if delivered personally, electronically, or by overnight service, or three days after mailing.
Waiver
Waivers must be in writing and do not prevent future enforcement of terms.
Severability
Invalid provisions are replaced by valid ones reflecting original intent. The rest of the Agreement remains effective.