Master Services Agreement

This Master Services Agreement ("Agreement") is entered into between Rocklane, LLC d/b/a Rocklane Operations, a North Carolina limited liability company ("Rocklane"), and the client identified in an executed Statement of Work ("Client"). This page is provided as a reference template; the actual binding terms for any engagement are those contained in the executed Statement of Work and any amendments signed by both parties.

1. Definitions

"Services" means the consulting, implementation, and related services described in one or more Statements of Work ("SOW"). "Deliverables" means the materials produced by Rocklane for Client under an SOW.

2. Services and Statements of Work

Rocklane will perform Services described in each SOW. Each SOW is incorporated into this Agreement. In the event of conflict, the SOW controls for that engagement.

3. Fees and Payment

Fees are set out in the applicable SOW. Invoices are due Net 15 unless otherwise stated. Past-due amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

4. Term and Termination

This Agreement begins on the effective date of the first SOW and continues until all SOWs are completed or terminated. Either party may terminate an SOW for material breach with 30 days written notice if the breach is not cured. Client will pay for Services performed through the termination date.

5. Confidentiality

Each party will protect the other's non-public information disclosed in connection with this Agreement using at least the same care it uses for its own confidential information, and will use such information only to perform under this Agreement.

6. Intellectual Property

Upon full payment, Client owns the final Deliverables created specifically for Client under an SOW, excluding (a) Rocklane's pre-existing tools, frameworks, templates, and know-how, and (b) any third-party materials, all of which Rocklane grants Client a perpetual, non-exclusive, royalty-free license to use solely as embedded in the Deliverables.

7. Warranties

Rocklane warrants that Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY STATED, ROCKLANE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. Limitation of Liability

EXCEPT FOR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO ROCKLANE IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

9. Indemnification

Each party will indemnify the other against third-party claims arising from its gross negligence, willful misconduct, or breach of this Agreement.

10. Governing Law, Venue, and Dispute Resolution

This agreement is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina.

The parties will first attempt to resolve disputes through good-faith negotiation between senior representatives for 30 days before initiating litigation.

11. Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control, provided the affected party uses reasonable efforts to resume performance.

12. Assignment

Neither party may assign this Agreement without the other's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

13. Entire Agreement

This Agreement, together with any SOW, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions. Amendments must be in writing and signed by both parties. This Agreement may be executed in counterparts, including electronic signatures.

Contact

Rocklane, LLC d/b/a Rocklane Operations
Raleigh, NC
sales@rocklaneoperations.com