Master Services Agreement
Version 3.0
Updated November 2, 2023
Parties
This Master Services Agreement (“Agreement”) is made and entered into by and between Traliant Operating, LLC, and the company signing a Proposal referencing this Agreement (hereinafter “Client”). In the absence of a separate agreement between the Parties, this Agreement shall govern the Services (defined below) provided by Traliant to the Client.
Services to be Performed
1. Services. In consideration for the payment described in the Proposal(s), Tralaint agrees to provide Client with the services described in the relevant Proposal(s) (the “Services”). Each Proposal is governed by this Agreement. Neither party will have any obligation with respect to any draft Proposal unless and until it is fully executed (signed by both parties).
General Provisions
2. Disclaimer on the Provision of Legal Services. Traliant is not a law firm and is not engaged in providing legal services. The Services provided under this Agreement will not form an attorney-client relationship between Traliant and Client. Information provided to Client by Traliant through the Services described in the Attachment(s) are offered for informational purposes and is neither intended to nor does constitute legal advice or legal services in any form or matter.
3. Ownership of Property. Traliant grants Client a limited, non-exclusive, non-transferable license to use the Services for the period and purposes specified in the Proposal. The Services shall be available for Client for the period specified in the Proposal, which period begins on the date the Client signs the Proposal. Traliant retains all intellectual property, copyright, and other ownership rights in the Services provided.
4. Limitation on Distribution. Client may not, in whole or in part, provide Traliant’s Services to third parties.
5. Limitation on Liability. In no event shall either party be liable to the other for any indirect, incidental, special, or consequential damages which may arise from the Services provided to Client by Traliant under the Proposal(s). Each party’s liability with respect to the Services provided under the Proposal(s) shall in any event be limited to the total compensation for the Services provided under the applicable Proposal.
6. Disputes. The Parties agree to submit any dispute that they cannot resolve to mediation. If the dispute is not resolved through mediation, the dispute shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Each party waives its rights to a trial by jury in any matter pertaining to or arising under this Agreement. The location of any mediation or arbitration shall be Arlington, Virginia.
7. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia.
8. Term & Termination. The term of this Agreement will be for the period listed in the Proposal for each service provided. The term listed in the Proposal will begin on the date the Client signs the Proposal (the “Effective Date”). This Agreement will automatically terminate after each of the periods listed in each Proposal expire. Client will be liable for the full payment set out in the Proposal(s) regardless of whether, or to what extent, Client uses the Services being provided by Traliant during that period. Should either party commit a material breach of its obligations under a Proposal or this Agreement, the other party, at its option, may terminate the Proposal and this Agreement by thirty (30) days written notice of termination, which notice shall identify the basis for such termination, unless the breach is cured during that period.
9. Payments. Client agrees to pay Traliant the amount listed in the Proposal(s) within 30 days from the date Client signs the Proposal(s), unless otherwise noted in the Proposal(s). A monthly service charge of one percent (1%) is payable on all overdue balances. Traliant will send an invoice to the email address provided by Client for the Services within one (1) business day of a signed Proposal. Client may remit payment to Traliant via ACH payment or check sent to:
Traliant Operating, LLC
PO Box 844090
Boston, MA 02284-4090
ACH Payment Information:Webster Bank
Routing Number (ACH or Domestic Wire): 211170101 BIC Code (International Wire): WENAUS31
Account: 0024761312
Account Beneficiary: Traliant Operating LLC
10. Hosting. Traliant may host the training for Client on Traliant’s Learning Management System (LMS). Client may also choose to host the training on its own internal LMS. If Client chooses to train on its own LMS, Traliant will provide SCORM files for each online course listed in an executed Proposal. Client will provide Traliant with quarterly usage reports from Client’s LMS, as requested by Traliant.
Client may train up to the number of learners listed in the Proposal(s) with each course listed in the Proposal(s) once per year during each year of the term listed in the Proposal(s), unless otherwise noted in the Proposal(s). Additional learners above the number listed in the Proposal(s) training in each course during each year of the term may be added at the annual per-learn rate listed in the Proposal(s), invoiced by Traliant.
11. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
12. Proposal(s). Any Proposal(s) executed by both parties shall be incorporated into this Agreement. Additional Proposal(s) may be added as agreed upon and signed by both parties.
13. Conflicts. Except as otherwise provided herein, if any of the terms or conditions of this Agreement conflict with any of the terms and/or conditions of any Proposal, the terms and/or conditions of such Proposal will control solely with respect to the Services covered under such Proposal, unless the Proposal explicitly states that it is intended to modify the conflicting terms of this Agreement.
14. Entire Agreement. This Agreement and any Proposal(s) signed by both parties constitute the entire agreement between the parties and may not be changed unless mutually agreed upon in writing by both parties. This Agreement supersedes any prior agreement, oral or written, between the parties with respect to the subject matter hereof.