HomeMy WebLinkAboutContract 1689 SERVICES AGREEMENT
This Services Agreement("Agreement")is made effective as of the effective date of the first Statement of Work referencing this
Agreement ("Effective Date") between MJ Freeway LLC, a Colorado limited liability company ("MJ Freeway"), and the
customer identified on that Statement of Work("Customer").
1. General. This Agreement governs Customer's purchase of or license to use (as applicable) the professional services
("Services") and hosted software services and web applications ("Online Services"), in each case, that are identified in
Statement of Work submitted by you to MJ Freeway. Subject to the terms of this Agreement, Customer hereby engages MJ
Freeway, and MJ Freeway hereby agrees, to provide the services described in the Statements of Work(s) (collectively, the
"Services")to Customer as an independent contractor.
a. License Grant&Restrictions
i. Subscription to the Online Service. Subject to the terms of this Agreement,including payment of all applicable
fees MJ Freeway hereby grants to Customer a non-sublicensable,non-transferable,non-exclusive subscription for
Customer to access and use the specific services and feature sets of the Online Service specified in the applicable
order form by up to the number of users identified in that order form(a) at any locations identified in the order
form, (b) subject to any limitations in the order form, (c) in accordance with the User Documentation, and (d)
solely for Customer internal business purposes (collectively, the "Subscription"). MJ Freeway and its licensors
reserve all rights not expressly granted to Customer in this Agreement.
ii. Restrictions. Customer shall not(i)license, sublicense, sell,resell,use as a service bureau,or otherwise use the
Online Service for a third party's benefit unless such use has been authorized by MJ Freeway;(ii)transfer,assign,
distribute or otherwise commercially exploit or make the Online Service,or Content available to any third party
not authorized by MJ Freeway; (iii) modify or make derivative works based upon the Online Service or the
Content; (iv) reverse engineer or decompile the Online Service; (vi) interfere with or make use of the Online
Service in any manner not consistent with the User Documentation,or(vii)access the Online Service for purposes
of monitoring its availability, performance or functionality, or for any other benchmarking or competitive
purposes.
2. Services.
a. Statements of Work. All services to be performed pursuant to this Agreement shall be described in a written,
mutually agreed to, statement of work, order form, or similar document referencing this agreement and that is signed by
authorized representatives of both parties substantially in the form set forth in Exhibit A (each a"Statement of Work"),each
of which is expressly made subject to the terms and conditions of this Agreement. Customer agrees to retain MJ Freeway to
perform the services described in each Statement of Work (the "Services"),and MJ Freeway agrees to perform the Services on
the terms and subject to the conditions and assumptions set forth in this Agreement. Statements of Works should contain
descriptions of the Services and a description of any deliverables to be provided by MJ Freeway,MJ Freeway's compensation,
additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem
appropriate. A Statement of Work may provide a time schedule for completion of the Services required thereunder (the
"Schedule"). Customer and MJ Freeway expressly acknowledge and agree that any Schedules shall not be considered firm or
fixed performance dates,are only to be regarded as estimated beginning and completion dates for the tasks and activities to be
performed hereunder and are expected to be revised during the term of any engagement. Services and Deliverables are
accepted upon delivery. MJ Freeway agrees to use diligent efforts to meet such dates.Customer acknowledges that MJ Freeway
limits the amount of time MJ Freeway's personnel spend on out of town travel,and such limits may impact the weekly schedules
of a particular engagement.
b. Changes. Each party may request changes that affect the scope or duration of the Services relating to any Statement
of Work. Neither party shall be bound by any change requested by the other party,until such change has been memorialized in
writing and signed(or otherwise agreed to in writing, including e-mail)by authorized representatives of each party("Change
Order"). Each Change Order will be subject to the terms and conditions of this Agreement.
c. MJ Freeway Personnel; Project Managers. MJ Freeway is responsible for all employee-related salary,benefits and
taxes applicable to MJ Freeway personnel performing Services under this Agreement.MJ Freeway may staff the Services in its
sole discretion. MJ Freeway may subcontract any of the Services to a third person without Customer's prior written
authorization. Each party shall designate a representative who shall be the principal point of contact between the parties for all
matters relating to an engagement(the"Project Manager"). Each Statement of Work shall contain an initial designation of a
Project Manager for each party. A party may designate a new Project Manager by written notice to the other party.
d. Location and Access. MJ Freeway may perform the Services at Customer's premises, MJ Freeway's premises or
such other premises that Customer and MI Freeway may deem appropriate. The Statement of Work may describe the location
where MJ Freeway will perform Services. Customer will permit MJ Freeway to have reasonable access to Customer's premises,
personnel and computer equipment for the purposes of performing the Services at Customer's premises.
e. Customer Assistance. Customer shall provide MJ Freeway with such resources, information, cooperation, and
assistance as MJ Freeway may reasonably request in connection with the performance of the Services. Without limiting the
generality of the foregoing, in the event the Services are provided on Customer's premises, Customer shall provide safe and
adequate space, power,network connections, and other resources as reasonably requested by MJ Freeway,whether requested
during regular business hours or otherwise. Customer acknowledges and agrees that MJ Freeway's ability to successfully
perform the Services in a timely manner is contingent upon its receipt from Customer of the information, resources and
assistance requested. MI Freeway shall have no liability for deficiencies in the Services or Deliverables,or failure to meet any
Schedule, resulting from the acts or omissions of Customer, its agents or employees or performance of the Services in
accordance with Customer's instructions. Customer will permit MJ Freeway to have reasonable access to Customer's premises,
personnel and computer equipment for the purposes of performing the Services at Customer's premises.
f. Customer Information. Customer acknowledges and agrees that MJ Freeway may, in performing its obligations
pursuant to this Agreement,be dependent upon or use data,material,and other information furnished by Customer without any
independent investigation or verification thereof, and that MJ Freeway shall be entitled to rely upon the accuracy and
completeness of such information in performing the Services. MJ Freeway, in performing the Services, will be making
recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made
by and shall be the sole responsibility of the Customer and MJ Freeway shall be entitled to rely on all such decisions of
Customer.
g. Nonexclusive. Customer recognizes that MJ Freeway personnel providing Services to Customer under this
Agreement may perform similar services from time to time for other persons or entities,and this Agreement shall not prevent
MJ Freeway from using such personnel(or equipment)for the purpose of performing such similar services for such third parties
during or after the term of this Agreement,provided that MJ Freeway complies with its obligations regarding Customer's
Confidential Information.
3. Consideration.
a. Fees. In consideration for performing the Services, Customer will pay MJ Freeway all fees identified under the
Statements of Work(the"Fees").Unless expressly set forth to the contrary in the Agreement or Statement of Work,all stated Fees
are non-cancellable and non-refundable.
b. Reimbursable Expenses. Unless otherwise contemplated under the Statement of Work,Customer will reimburse MJ
Freeway for the reasonable travel, lodging and related out-of-pocket expenses that MJ Freeway may incur in performing the
Services ("Reimbursable Expenses"). MJ Freeway will use its bcst efforts to estimate expenses associated with expenditures
requested by Customer. Requests and estimates will be confirmed in writing by MJ Freeway to Customer. MJ Freeway will furnish
Customer with appropriate receipts for Reimbursable Expenses.
c. Payment. Customer will pay the Fees and Reimbursable Expenses to MJ Freeway by any payment method accepted by
MJ Freeway, which may include by MJ Freeway automatically charging Customer's credit card that is on file,initiating an ACH
transfer, or according to the terms set forth in the applicable Statement of Work Customer shall pay MJ Freeway Fees and
Reimbursable Expenses upon delivery of Services, and Customer hereby authorizes MJ Freeway to initiate payment for Services
upon delivery of Services (e.g., charge Customer's credit card on file or initiate ACH transfer) for payment for all Fees and
Reimbursable Expenses due under this Agreement. All payments will be made in U.S. dollars by check or wire transfer to MI
Freeway's designated bank account. Any payment that is over thirty (30)days late will accrue interest at the rate of 18% per
annum,compounded monthly,until paid in full. Notwithstanding any other provision of this Agreement,MJ Freeway may,at its
sole election,suspend its provision of Services without liability to Customer until such time as Customer has made all payments
then due.
d. Taxes. Customer shall be responsible for payment of all applicable sales,use,excise and other taxes and assessments
relating to this Agreement,excluding any taxes based on the net income of MJ Freeway. Customer will pay such taxes or provide
MJ Freeway with any applicable certificate of exemption acceptable to the appropriate taxing authorities.
4. Term and Termination.
a. Term. This Agreement will become effective,as of the date set forth above,upon its execution by MJ Freeway and
Customer and will continue until terminated pursuant to this Section 4.
b. Termination. Either party may terminate this Agreement or, if applicable, any individual Statement of Work
immediately upon written notice to the other party,without judicial or arbitral action and without prejudice to any other remedies it
may have,(i)if the other party materially breaches any of its obligations under the Agreement or a Statement of Work and fails to
remedy such material breach to the notifying party's satisfaction within thirty(30) days after it demands such cure,(ii)if the other
party assigns all or a substantial part of its business or assets for the benefit of creditors,permits the appointment of a receiver for its
business or assets, becomes subject to any legal proceeding relating to insolvency,bankruptcy,reorganization,or the protection of
creditors' rights or otherwise ceases to conduct business in the normal course, (iii) for convenience upon at least 60 days' prior
written notice.
5. Consequences of Expiration or Termination.
a. Payment;Delivery of Items. Upon the expiration or termination of this Agreement for any reason, Customer will
promptly pay MJ Freeway the Fees and Reimbursable Expenses that may be due and outstanding for the Services that MJ
Freeway has performed as of the effective date of termination. Promptly after receipt of such payments, MJ Freeway will
deliver to Customer all notebooks,documentation and other items that contain,in whole or in part,the Confidential Information
that Customer disclosed to MJ Freeway. Termination or expiration of any individual Statement of Work will not affect any
other Statement of Work then-in-effect. Upon termination of the Agreement, all Statements of Work then-in-effect will
continue pursuant to its own terms,subject to the terms of the Agreement.
b. Survival. The provisions of Sections 3,5,6,6b,7,8,8,and 11 will survive the expiration of this Agreement or its
termination for any reason.
6. Ownership.
a. "MJ Freeway Reserved Technology" means any ideas, concepts, know-how, knowledge, techniques, tools,
approaches, methodologies, templates, operating instructions, standardized features, other technology, or any intellectual
property rights created, developed, owned or licensed by MJ Freeway(i)prior to the Effective Date of this Agreement or(ii)
during the term of this Agreement but outside the scope of this Agreement and any Statement of Work or(iii)during the term of
this Agreement that are generally applicable and not Customer-specific. "Deliverables" are any work product that is (a)
specifically described in a Statement of Work as a"deliverable" and(b) developed or created by MJ Freeway specifically for
Customer under this Agreement. Other than MJ Freeway Reserved Technology, all Deliverables and all patents, copyrights,
trade secrets or other proprietary rights in or to the Deliverables are and will be the sole and exclusive property of Customer,
provided, however, that title to any such proprietary and intellectual property rights shall not pass from MJ Freeway to
Customer until Customer makes full payment to MJ Freeway of all fees and expenses associated with the development of such
Deliverables. During and after the term of this Agreement,MJ Freeway agrees that it shall execute all instruments that may be
appropriate or necessary to give full effect to this Section 6(a). Notwithstanding the foregoing, MJ Freeway shall own all
worldwide right, title and interest in and to the intellectual property rights embodied in the MJ Freeway Reserved Technology,
whether or not such MJ Freeway Reserved Technology is incorporated into any Customer Deliverables. Nothing in this
Agreement shall prevent MJ Freeway from creating derivative works based on the MJ Freeway Reserved Technology,
developing, modifying, using, marketing, distributing or otherwise commercially exploiting the MJ Freeway Reserved
Technology in any manner.MJ Freeway reserves all rights not expressly granted to Customer under this Agreement.
b. Nothing contained herein shall be construed as limiting MJ Freeway's rights to commercially use or market in the
conduct of MJ Freeway's business general ideas, concepts, know-how, knowledge, market analysis, frameworks, techniques,
tools, approaches, and methodologies or other residual values possessed or known to MJ Freeway or learned or developed
during the course of providing the Services,without obligation of any kind to Customer.
c. Customer hereby grants to MJ Freeway an unrestricted, perpetual, irrevocable, nonexclusive, royalty-free, fully-
transferable, fully-paid, worldwide license under Customer's intellectual property rights to use, perform, display, reproduce,
modify, adapt, distribute, sublicense(including without limitation through multiple tiers),prepare derivative works,make,have
made and sell, for any purpose, any Customer-proprietary information, data, information, technology or intellectual property
rights provided to MJ Freeway for incorporation into any Deliverable(s) or for completion of the Services to the extent
necessary to provide Services or deliver Deliverables. MJ Freeway shall not use the license granted herein for any purpose
other than the completion of Deliverables(s)or the performance of Services without Customer's prior written consent.
d. At the time Customer makes full payment to MJ Freeway of all fees and expenses associated with the development of
any Customer Deliverable that incorporates MJ Freeway Reserved Technology, MJ Freeway hereby grants to Customer a
perpetual, non-exclusive, royalty-free, fully-paid, non-transferable, non-sublicensable, worldwide license to use, reproduce,
perform and display for its own use any MJ Freeway Reserved Technology incorporated into any Customer Deliverables,all
solely for its own internal use in connection with the commercial exploitation of such Deliverable. Any such MJ Freeway
Reserved Technology shall be considered Confidential Information (as defined herein). Customer acknowledges that the MJ
Freeway Reserved Technology and its structure,organization and source code constitute valuable trade secrets and proprietary
assets of MJ Freeway and its affiliates and suppliers. Accordingly, Customer agrees not to: (a) create any derivative works
based on the MJ Freeway Reserved Technology; (b) sublicense, lease, rent, loan or otherwise transfer (except as permitted
under Section 12(c))the MJ Freeway Reserved Technology to any third party; (c)reverse engineer,decompile,disassemble or
otherwise attempt to derive the source code for the MJ Freeway Reserved Technology; or(d) otherwise use or copy the MJ
Freeway Reserved Technology except as expressly set forth in this Section 7(d).
7. Limited Warranty.
a. MJ Freeway represents and warrants that MJ Freeway will perform the Services in a good and worl4nanlike manner.
As MJ Freeway's sole obligation and Customer's sole and exclusive remedy for breach of this warranty, MJ Freeway will re-
perform any defective services at no additional cost to Customer.
b. EXCEPT FOR THE WARRANTIES CONTAINED IN THIS SECTION 7, (I) THE DELIVERABLES AND
SERVICES ARE PROVIDED"AS IS",AND (II) MJ FREEWAY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE, IN
EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE WARRANTIES CONTAINED IN THIS
SECTION ARE SOLELY TO AND FOR THE BENEFIT OF CUSTOMER AND NO OTHER THIRD PARTY.
8. Confidentiality.
a. "Confidential Information"means all information of a party("Disclosing Party")disclosed or made available to the other party
("Receiving Party")that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the
Receiving Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure.The temps
and conditions of the Order Form are Confidential Information of MJ Freeway.
b. Restrictions. The Receiving Party will: (i)not use the Disclosing Party's Confidential Information for any purpose other than
exercising its rights or performing obligations under this Agreement;(ii)not disclose such Confidential Information to any person or entity,
other than its(a) employees who have a"need to know" in order for the Receiving Party to exercise its rights or perform its obligations
hereunder and (b) professional advisers, and actual or prospective investors, provided that such employees, investors, acquirers and
professional advisers are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential
Information in accordance with the terms of this Section 3; and (iii) use reasonable measures to protect the confidentiality of such
Confidential Information.
c. If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information,to
the extent permitted by applicable law,it will first give written notice of such requirement to the Disclosing Party,and permit the Disclosing
Party to intervene in any relevant proceedings to protect its interests in its Confidential Information, and provide full cooperation to the
Disclosing Party in seeking to obtain such protection. Further, this Section 3 will not apply to information which the Receiving Party can
document: (i)was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge or publicly available
through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any
confidentiality obligation;or(iv)is independently developed by employees of the Receiving Party who had no access to such information.
d. The Receiving Party acknowledges that unauthorized disclosure of Confidential Information could cause substantial harm to the
Disclosing Party for which damages alone might not be a sufficient remedy and,therefore,that upon any such disclosure by the Receiving
Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or
equity.
9. Indemnity.
a. MJ Freeway shall,at its own expense,defend and hold Customer harmless from and against any and all third party
claims and related costs, fees (including reasonable attorneys' fees), damages, liabilities and expenses arising from property
damage, personal injury, or death caused by gross negligence, the willful misconduct or willful omission of any MJ Freeway
personnel while performing under this Agreement or an applicable Statement of Work or while on Customer's premises.
b. Customer shall,at its own expense,indemnify,defend and hold MJ Freeway harmless from and against any and all
claims,costs,fees(including reasonable attorneys'fees),damages,liabilities and expenses to the extent such claim arises out of
or relates to Customer's use of the Deliverables. If Customer provides MJ Freeway with access to computer programs,
specifications,content or other Customer-provided materials("Customer Materials"),Customer will indemnify,hold harmless
and defend MJ Freeway from and against any and all liabilities incurred by or asserted against MJ Freeway in connection with
any third party claim to the extent such liabilities result from the infringement of any third party's trade secret, trademark,
copyright patent rights,or other intellectual or proprietary rights,except that there shall be no duty to indemnify MJ Freeway in
connection with any third party claims that arise from or are in any way related to MJ Freeway's use of Customer Materials in
violation of Section 6.c of this Agreement.
10. Limitation of Liability.
a. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION
9 OR A PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND,
HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING
LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR
MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
b. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9,A PARTY'S BREACH OF
SECTION 3,A PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT,OR CUSTOMER'S PAYMENT OBLIGATIONS,
IN NO EVENT WILL (i) EITHER PARTY'S TOTAL, CUMULATIVE LIABILITY RELATED TO OR ARISING OUT OF ANY
INDIVIDUAL ORDER FORM, WHETHER IN CONTRACT,NEGLIGENCE OR TORT,EXCEED THE TOTAL FEES RECEIVED BY
MJ FREEWAY UNDER THAT ORDER FORM DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST
EVENT OR ACT GIVING RISE TO THE LIABILITY,AND(ii)EITHER PARTY'S TOTAL,CUMULATIVE LIABILITY RELATED TO
OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, EXCEED THE TOTAL FEES
RECEIVED BY MJ FREEWAY UNDER THIS AGREEMENT DURING THE 24 MONTH PERIOD IMMEDIATELY PRECEDING THE
FIRST EVENT OR ACT GIVING RISE TO THE LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS
SECTION 10 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
11. Miscellaneous.
a. Relationship of Customer and MJ Freeway.The parties to this Agreement are independent contractors. There is no
relationship of partnership,joint venture, employment, franchise or agency created hereby between the parties. Neither party
will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written
consent.
b. Nonsolicit. During the term of this Agreement and for a period of 12 months thereafter, Customer shall not solicit,
negotiate with, offer employment to, or hire (whether as an employee, officer, director, partner, consultant or otherwise),
directly or indirectly,MJ Freeway's present or former personnel. Due to the scarcity of human resources that possess the skills
and experience necessary to perform services on behalf of MJ Freeway, Customer acknowledges that MJ Freeway's damages
and losses resulting from any breach of this Section 11(b)would be extremely difficult to fix in an actual and accurate amount.
Therefore, it is further agreed that if Customer breaches this Section 11(b)and hires any MJ Freeway personnel(whether as an
employee, officer, director, partner, consultant or otherwise), Customer will pay MJ Freeway a fee equal to three-hundred
percent(300%)of the projected one-year annualized compensation for the person or persons hired as liquidated damages. This
fee would be payable immediately upon acceptance of hire.
c. Modifications and Waiver.No modification of, amendment or addition to this Agreement is valid or binding unless
set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under this Agreement must be
in writing and signed by each party.No delay in exercising any right or remedy will operate as a waiver of such right or remedy
or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future
occasion.
d. Assignment.This Agreement and any rights or obligations hereunder may not be assigned,sublicensed or otherwise
transferred by the parties without the prior written consent of the non-assigning party, except that either party may assign or
transfer this Agreement(i) to any of its Affiliates, or(b)upon a change of control of a party, a sale of all or substantially all
assets of that party, or by operation of law,in each case,by providing the non-assigning party with prior written notice thereof
provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement.
e. Governing Law.This Agreement and any claim,controversy,right,obligation,or dispute arising under or related to
this Agreement, the relationship of the parties, and the interpretation and enforcement of the rights,performance obligations,
and duties of the parties will be governed by and construed in accordance with the laws of the Colorado USA,without regard to
conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the
International Sale of Goods do not apply to this Agreement.The parties irrevocably and unconditionally agree to the exclusive
jurisdiction of the state courts in Denver County and the federal courts in the City of Denver,USA.The parties waive any right
to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
f. Notices.Any notices under this Agreement will be in writing and sent via certified or registered mail,return receipt
requested, or by overnight courier service. Notices to MJ Freeway will be sent to the address for MJ Freeway set forth in the
Order Form and addressed to the General Counsel.Notices to Customer will be sent to the address for Customer set forth in the
Order Form and addressed to Customer's signatory unless otherwise designated by Customer.
g. Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent
jurisdiction, such provision will be modified to the extent necessary to render it enforceable, or will be severed from this
Agreement, and all other provisions of this Agreement will remain in full force and effect.
h. /Electronic Signatures.This Agreement will be deemed executed upon mutual execution of the Order Form, which
may be executed and delivered by email,and upon receipt such transmission will be deemed delivery of an original,and which
may be executed in several counterparts each of which when executed will be deemed to be an original,and such counterparts
will each constitute one and the same instrument. The parties consent to electronic signatures for the purpose of executing this
Agreement by e-mail or other electronic means,subject to compliance with any applicable laws,rules or regulations.Any such
documents that are delivered electronically and accepted are deemed to be"in writing"to the same extent and with the same
effect as if the Agreement had been signed manually. In no event will electronic execution expand such assent to include any
terms other than those explicitly set forth in this Agreement.
i. Force Majeure.Neither party to this Agreement will be liable to the other for any failure or delay in performance by
circumstances beyond its control, including but not limited to, acts of God, fire, labor difficulties, governmental action or
terrorism,provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other
party hereto and uses reasonable efforts to overcome such circumstances.
j. Subcontractors. MJ Freeway may use the services of subcontractors for the provision of any Online Service and
performance of any services under this Agreement; provided, however, MJ Freeway will be responsible for each
subcontractor's performance of services under this Agreement and for each subcontractor's compliance with the terms and
conditions of this Agreement.
k. Entire Agreement; Interpretation.This Agreement consists of the Agreement and all Order Forms referencing this
Agreement, all of which are incorporated by this reference, and constitutes the entire agreement and sets forth the entire
understanding between the parties hereto with respect to Customer's Subscription to the Online Service described in the Order
Form, and supersedes all prior agreements and discussions with respect thereto, including MJ Freeway's online Terms of
Service.In the event of an inconsistency between the terms and conditions of this Agreement and the Order Form,the terms of
the Order Form will govern. MJ Freeway hereby rejects any different or additional terms of a Customer purchase order or other
non-MJ Freeway ordering document,and no terms included in any Customer purchase order or other non-MJ Freeway ordering
document will apply to the Customer's Subscription or use of the Online Service. Headings contained in this Agreement are
inserted for convenience of reference only and will not in any way define or affect the meaning or interpretation of any
provision of this Agreement.For purposes hereof,"including"means"including without limitation".
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the date and year first-above written.
CITY OF CATHEDRAL CITY MJ FREEWAY,LLC
Charles P.McClendon By: Amy A.Paulsen
CI
City Manager Its: �.�
Statement of Work
ri 11S STA-IT Ctf\C OF N URK is made as otQ(.jrk.0.4:1 o p_betsseen\IJ I nessay I.1.0 I'•\1.1 Ereenay"►and (athedral c its.California
("Customer-1.pursuant to the Sell ices Agreement that\11 F ncssay and C usanner executed as ofQj 6 ,20 l(t•.\greement').and
of which this Statement of\\ork li,mts an integral part. I his Statement of N ork is subject to and incti,rp orates the Agreement.
11 Objective.
MI Freessay to pros ide professional sets ices for t use,mer's implementation ul'\lJ 1 ne:wa)'s I cat'Data Systems soil%%arc.
21 Services.
a) Project&Schedule Approsal
i) Requirements Res Tess and Gap nal)sic ()mite and remote analysis to esalunte Cathedral(Lily n:quiremcnts against ekisting
system and identify gaps.
ii) Preparation of Project artit'ads -project charter.project plan schedule.project implementation plan
ht System Build.Customization.and S)stem Implementation
i i Detailed Analysis&Design based on requirements re%iess and gap a nals cis
U) lest Plans--for s}Stein.integration and I'AT(user acceptance test)phases
iii) Code Customization—Cathedral City specific configuration
is) testing--system.integration and I A 1
s) l'Nate of project artifacts -finalized implementation plan
i t !raining-customized to reflect Cathedral City specific configuration.onsile and remote training of Cathedral City stall and
licensees
s iii Go Ilse-implementation ot'\1J Freeway's LeafData Systems so$ware kxCathedral City operations.
c) Ongoing Support-- support team.technical support.maintenance to deployed solution.
3) Customer Obligations and'Tasks
Cathedral City is responsible for pros iding a primary point of contact to\11 I rt-essay I ear1)ata Systems for this engagement. This point of contact
ss ill:
a) Serse as the interfitce between MJ Freessa)'s Leul'Duta Systems project team and the Cathedral(its xtall'insolsed in the project.
h) Obtain applicable information.data.and approsals as required by MI 1:essay's leaf Data Systems project team to perli,rm the sets ices.
c) I Delp resolse issues that may arise during the engagement.
di Pros ide tcedb;tck throughout project to assist with impnn ing elk ctisencs.ol'migrant
et Participate in a%shits paper study ssith\1J I iv-essay detailing the goat..and results of the pilot protect
I) Participate in sschinars slab MJ 1'ressay team
g1 Prosaic rcli rence ti,r MJ 1:rcessay
hl Pros ide quotes for press releases lift M1 I reessay
4) Timetabk.
a) Estimated Comntencernent Date: 1 121 2016
h) FStimat d Completion 1)ate: I'2-20111 lone year from(io Lis et
5, Deliserables.
Ikliserahles are the services described atho%e in Paragraph 2.
6) Other Terms
If Customer purchase.a license to D ocurmntatiun the tisllos%ing tirctions apply:
a) Documentation."Docuntentatioti"means the fiolios%ing documentation or ssritten materials:
i) Training materials- wrinen,electronic,and sides%recordings.
hi License.Documentation is licensed and not sold,Subject to the term,and conditions of this Agreement.\IJ Freeway hereby grants
to Customer a non-esclusise.non•tr4ns)i ruble,limited,resucable license.without the right to sublicense.to doss 11141/40.1 and use the
1)ocumentatiun for Customer's internal business purposes%%hick ifapplicahle,includes the limited right to share I)o,cunentation
ssith Customer's medical cannabis licensees utilizing I cat Data Systems.
e) Restrictions.Customer shall not reproduce.reseal.share.distribute or make asailahie Documentation to any third party except as
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Customer',personal or internal business use only.Except as others%ise authorized by \tJ Freeways Customer shall not,and to
ensure that Customer's employees,agents,contractors.and personnel shall nut:
i) use.copy.adapt,translate,modify.stth-license.sell or distribute any portion of()ueumentation other than to the cstent That
the)are expressly licensed to do so under the Agreement or as°thermise e‘pressly permitted by lass.cohere such rights cannot
he modified by agreement:
ii) altos%any access or use of 1)oeumentation other except a.,expressly permitted in paragraph hi of this section:and
iii[ create derisatise works sshether using all or sonic of the Documentation.
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7) Fees and Payment Terms.
a) Customer shall pa) \IJ I•recwa) according to the lidlooing pa)mem schedule:
12 Uate/\lilestone I)elh•erabk/tiersice/\Ijkwtone(iran)) r ,tmount �
1_ 16 2016 Project&Scheduk Approval Soil°
• Project Charter
• Requiretnent..Validation
• Project Plan
• Project Implementation Plan&Schedule
123 3017 S).tem Build.Cu.tomjration.and System Slum
j f Implementation
• Detailed Anul)sis&Design
• lest Platt.
• Code('ustomjiation
• System.Integration&t':1 I lest
: • Finalised Implementation Plan
• I raining
• (kaki:
1 24.2017 1 24.2018 Ongoing Support Soot)
i • I ethnical Support
• Maintenance to Ikploy
ed Solution
8t•shinier this Statement of Dbrk t"S4tin r• are also arrerine to the terms and conditions of 31.1 Free war's Services,4areement located a(
w•M•K•.'niIreewa t.a•one%e n-1.0 were ent("31S41. The SO$'h whines to the terms and conditions of the;NS4,
IN WI INkSS WI It.Rkt It.All I reewu)and Customer cause this Statement of Work to he duly executed helus.
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