Master Service Agreement
This agreement is entered into by and between the Customer that is executing this Agreement (hereinafter “Customer”) its subsidiaries and affiliates and Corporate Relocation, LLC (“CRI”) and its subsidiaries and affiliates.
Customer, its subsidiaries and affiliates from time to time relocate employees to job sites in different locations throughout the world.
CRI has the expertise and capability to assist Customer with the relocation of its employees as more particularly outlined in this Agreement; and Customer authorizes CRI to act on its behalf and desires to utilize certain relocation services of CRI under the terms and conditions provided herein.
Customer hereby contracts with CRI to perform employee relocation services as stipulated in the proposal. CRI represents and warrants that it will exercise a reasonable degree of care in performing the services hereunder and will perform the services in a professional and workman like manner consistent with the highest standards in the applicable industry.
For further clarification on terms used herein, review the Glossary of Terms.
1. Terms of Agreement and Service
This Agreement will be in full force and effect from its execution date until its termination, however, the provisions contained in the Terms of Service clauses will survive termination.
2. Insurance
During the term of this Agreement, CRI shall, at all times and at its own expense, maintain in full force and effect the following insurance coverage: (a) Commercial General Liability Insurance of not less than $1,000,000 each occurrence and $2,000,000 in aggregate; (b) Workers’ Compensation Insurance covering Contractor’s employees as required by the Applicable Law and at the statutory limits required for each state, and Employers Liability coverage for limits no less than $1,000,000 each accident for bodily injury by accident; $1,000,000 each employee for bodily injury by disease; and $1,000,000 policy limit each for bodily injury by disease; (c) Umbrella/Excess Liability providing excess liability coverage with limits no less than $5,000,000 per occurrence; in excess of the primary coverage limits for Commercial General Liability and Employers’ Liability with Customer named as an additional insured; and (d) any other industry standard insurance coverage considering the types of services performed by CRI.
CRI shall carry broad form property insurance and comprehensive general liability insurance on each Home commencing on the Acceptance Date or Date of Possession, whichever is later. Coverage will be maintained for up to replacement cost or the appraised value, whichever is lower, pursuant to standard damage or destruction clause.
Promptly upon learning of a loss or a threatened loss on any Home, CRI will notify Customer and will investigate the loss. Insurance proceeds paid to CRI will be credited to Customer as an offset against costs otherwise subject to reimbursement by Customer. Any loss or damage not covered by this insurance, including, but not limited to, any deductible, will be deemed a cost subject to reimbursement by Customer.
3. Indemnification
Each party agrees to indemnify, defend and hold harmless the other party from and against any and all claims, demands, expenses (including reasonable attorneys’ fees) or assertions of any kind arising out of or in any way connected with (a) any alleged act, gross negligence, willful misconduct, omission, or misrepresentation by the indemnifying party, its officers, directors, employees or agents; or (b) any breach by the indemnifying party of any of the terms, conditions, warranties or representations contained in this Agreement, or in any other instrument executed by the indemnifying party in connection with this Agreement, except to the extent such liabilities arise from:
- repairs necessary to sell a Home, hazardous conditions, or code changes to a Home, so long as such repairs, code changes or hazardous conditions do not arise from the negligence or willful misconduct of CRI, its contractors, agents or employees.
- an Employee’s failure to disclose a material condition known to the Employee or of which the Employee reasonably should have knowledge.
- an Employee’s breach of or failure to perform under the Guaranteed Buyout or Buyer Value Option programs, including but not limited to an Employee’s failure to return an overpayment of Equity, provided such breach or failure to perform does not arise from a breach of any covenant or condition of the Guaranteed Buyout or Buyer Value Option program by CRI, or arise from the negligence or willful misconduct of CRI, its agents or contractors, agents or employees.
- any other acts or omissions of Employees, including without limitation any liabilities which may arise while any such Employee is in possession of a rental car or any form of temporary housing (or other overnight lodging) arranged by CRI pursuant to this Agreement.
- hazardous or toxic wastes or substances at an employee’s Home due to no fault of CRI, its contractors, agents or employees.
4. Exclusion of Certain Damages; Limitation on Liability
Exclusion of certain damages. Except for a party’s gross negligence, willful misconduct, and/or breach of confidentiality obligations, in no event shall either party be liable to the other Party under this Agreement for any indirect, consequential, special, incidental, or punitive damages in connection with any claims arising from breach of this Agreement or otherwise arising from or related to this Agreement or use of a Party’s marks. This exclusion applies even if a Party has been advised of the possibility of such damages in advance and even if any available remedy fails of its essential purpose.
Limitation on liability. Except for either Party’s gross negligence, willful misconduct, and/or infringement indemnification obligations hereunder, in no event will either Party be liable to the other Party under this Agreement or otherwise, regardless of the form of claim or action, in the aggregate during the Term of this Agreement in an amount that exceeds the amount of fees paid or payable by Customer to CRI under the relevant case file, except that a party’s liability for indemnification obligations and/or breach of confidentiality obligations, in the aggregate, during the Term of this Agreement shall not exceed the greater of (i) 5x fees paid or payable by Customer to CRI under the relevant case file.
5. Confidentiality
“Confidential Information” means all financial, business, and other information, in whatever form or medium, including, without limitation, any trade secrets, processes, financial data, pricing, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, databases, drawings, models, marketing data, and client information that is furnished or disclosed by one Party to the other Party in connection with this Agreement. Each Party will i) maintain the other Party’s confidential information with strict confidence, using the same degree of care and confidentiality that it provides for its own confidential information and in any event, no less than a reasonable degree of care; (ii) not disclose such Confidential Information to any third parties without the disclosing party’s prior written consent; and (iii) not use any such Confidential Information for any purpose except to perform, and/or receive the benefit of, the services under this Agreement.
The receiving Party will instruct its employees, agents, representatives, and consultants (and those of its Affiliates) who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the receiving Party uses with respect to its own confidential information, which will be no less than reasonable care and discretion.
Confidential Information shall not include information that (1) is publicly known, (2) has been provided to the receiving Party by another party not known to be bound by a confidentiality agreement, (3) was independently developed by a Party without the other Party’s Confidential Information, and (4) is disclosed at the request of auditors, any regulatory authority responsible for the regulation of either Party or pursuant to the subpoena power or order of any court, tribunal, regulatory authority or other body so empowered, provided that such disclosure is limited to the purpose for which it is intended and reasonable measures are taken to ensure that the confidential nature of the documents or information will be maintained.
Upon the disclosing party’s request, the receiving party will promptly permanently delete and/or return to the disclosing party all the disclosing party’s Confidential Information and provide the disclosing party with a written confirmation certifying the receiving party’s compliance with the foregoing obligation.
6. Termination
Either party hereto may terminate this Agreement for any reason by giving the other party thirty (30) days prior written notice of such termination.
7. Default
The following will be events of default:
- The failure or refusal by CRI or Customer to perform any of their respective material obligations under this Agreement, including but not limited to, the payment of moneys due in a timely manner.
- The filing of a petition of bankruptcy or insolvency or for reorganization under the bankruptcy laws of the United States or under any insolvency act of any state or the making of an assignment for the benefit of creditors.
- The default in the punctual payment of amounts due hereunder to a party and such default continues for thirty (30) days after written notice thereof; and
- The filing of involuntary proceedings under any such bankruptcy law or for the dissolution of a party or the appointment of a receiver or trustee for all or substantially all the properties of a party and such proceedings are not dismissed, or such appointment vacated within 60 days after the institution or appointment thereof.
8. Remedies for Default
In the event of a default by either party, then the non-defaulting party will be entitled to all remedies as provided in law and equity, including, but not limited to, the right to immediately terminate this Agreement upon written notice to the other party.
In addition, in the event of Customer's default for failure to pay CRI in a timely manner, CRI will be entitled to elect any one or more of the following remedies, upon CRI first providing Customer with reasonable notice and an opportunity to cure:
- CRI may declare the entire amount of all sums due under this Agreement immediately due and payable.
- CRI will be entitled to recover all costs, including reasonable attorney fees, incurred in collecting all sums due.
- CRI will be entitled at its sole option to complete any or all the Homeowner Services that have been requested and to be paid therefore or to terminate work on any or all such services.
9. Notices
All notices between the parties relating to this Agreement, unless otherwise stated herein, will be in writing and will be deemed to have been received when delivered by email or three (3) business days after being deposited in the United States mail, postage prepaid, certified return receipt, and addressed as follows:
If to CRI:
Bryan O’Connell
Corporate Relocation, LLC
1432 Wainwright Way
Suite 100
Carrollton, TX 75007
bryano@corprelo.com
If to the Customer:
To the address Customer provided when agreeing to services
10. Governing Law
The internal laws of the State of Delaware will govern the provisions of this Agreement.
11. Attorneys' Fees
In any action or proceeding arising out of any matter associated with this Agreement, the prevailing party will be entitled to reimbursement of its reasonable attorneys' fees and costs from the other party.
12. Entire Agreement
This Agreement together with all attachments or documents incorporated into it represents the entire Agreement between the parties and supersedes all prior Agreements and communications (oral or written), prior negotiations, undertakings and understanding between the parties relating to the services are merged into this Agreement. This Agreement may not be amended, modified, altered, or changed in any manner, except as agreed to in writing and signed by all parties.
13. Waiver
The failure by either party in one or more instances to insist upon the other party’s strict compliance with any provision of this Agreement will not be deemed a waiver or relinquishment of the right to assert or rely upon any such provision on any future occasion.
14. Agreement Construction
If any provision of the Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy, or otherwise unenforceable, the remaining provisions shall remain in full force and effect and a court of competent jurisdiction shall supply a provision or provisions to replace the affected provision(s) which most closely approximates the original intent of the parties.
15. Record Retention
CRI will maintain complete records of all transactions under this Agreement for a period of at least three years from the date service is rendered. The records will be maintained in accordance with generally accepted accounting principles and will be available for audit by Customer at its expense at the offices of CRI during regular business hours, upon a minimum of three (3) weeks prior written notice.
16. Assignment and Succession
This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of Customer and CRI. Neither party may assign its rights under this Agreement without the prior written permission of the other party, except that either party may (without the other party’s prior written consent) assign this Agreement in whole to a successor in interest in connection with a merger, acquisition, corporation reorganization, or sale of all or substantially all such party’s stock or assets to which this contract relates. Notwithstanding the foregoing, CRI may assign its rights to receive payment for purposes of financing, which will not affect its obligation to observe and perform all the terms of this Agreement
This Agreement is not a third-party beneficiary contract, and no Employee or other person or organization, except Customer and CRI will have any rights under this Agreement.
17. Force Majeure
CRI shall have no liability for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (which causes are hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic (including potential future impacts of Covid-19 pandemic), quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or generalized lack of availability of raw materials or energy.
18. Non-Solicitation
Company agrees, during the term of this Agreement, beginning with the Effective Date, and for a period of two (2) years following expiration or termination of this Agreement, without the prior written consent of CRI, shall not directly or indirectly solicit for employment or employ any employee (or supplier partner) of CRI, with whom it has worked during the performance of this Agreement.
19. Translation
This Agreement and any related documents may be translated into one or more languages; however, the English translation shall be the official version and shall prevail over all other translations. Any translations will be arranged and completed by CRI but at the reasonable expense of the Client. All dollar amounts are in United States currency unless otherwise specified.
20. Anti-Bribery
In conformity with the United States Foreign Corrupt Practices Act of 1977, as amended, and any rules or regulations promulgated thereunder (the “FCPA”), the Corruption of Foreign Public Officials Act (CFPOA) in Canada, the United Kingdom Bribery Act of 2010 and any other applicable anti-bribery or anti-corruption laws (the “Bribery Laws”), CRI and its officers, employees, agents and sub-contractors, shall not directly or indirectly (i) make any offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government (including a decision not to act) or any other person, or inducing such official or person to use his influence to affect any such act or decision in order to assist CRI in obtaining, retaining, or directing any business or (ii) take any other action that causes a violation of Bribery Laws.
21. Dispute Resolution
Any dispute between the Parties regarding the interpretation or enforcement of this Agreement or any of its terms shall be addressed by good faith amicable negotiation between the Parties, in the first instance. Should such negotiations fail to resolve the dispute in a reasonable time, either Party may initiate an appropriate action in any regulatory or judicial forum of competent jurisdiction.