G/WorldCC/Agt-MasterService-CmA/Demo/Step4-MSA-AmplifiedConfidentiality.md

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Master Service Agreement

Acme Incorporated
Quake Inc.
Effective Date: 2017-08-24

By and Between:

- a Delaware Corporation, (ELF Code: XTIQ) registered at Wilmington, Delaware, United States of America with the identity number 12345654321,
- whose principal place of business is 75 State Street, Boston, MA 02109, United States of America,
- represented by Ms. Abigail Altima, its President,
- herein referred to as "Customer",
- a Delaware Corporation, (ELF Code: XTIQ) registered at Wilmington, Delaware, United States of America with the identity number LLC-564738291,
- whose principal place of business is 233 Curtis Street, Menlo Park, CA 94025, United States of America,
- represented by Mr. Solomon Shirley, its President and Chairman,
- herein referred to as "Provider",
Each a "Party" and collectively the "Parties."

This Master Service Agreement (“MSA”), together with the applicable Service Schedule(s) (if any), between Provider and the Customer identified on the Customer Order sets forth the terms and conditions pursuant to which the Customer agrees to purchase and Provider agrees to provide the Service(s) specified in the Customer Order(s).

Recitals
{Why.sec}

In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Definitions
- “Agreement” means this MSA, the applicable Service Schedule for the Service(s) ordered by the Customer and the terms and conditions (if any) specified in the applicable Customer Order(s).
- “Business Day” means any Monday to Friday excluding public, bank and statutory holidays.
- “Charges” means all rates and charges for a particular Service as set out in the Agreement together with any other monies owing under the Agreement.
- "Confidential Information" means any and all technical and non-technical information disclosed by Disclosing Party to Receiving Party under this Agreement including without limitation information regarding:
  patent and patent applications;
  trade secrets;
  proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents and formulae related to the current, future and proposed products and services of Disclosing Party, including without limitation Disclosing Party's information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising and marketing plans
  information Disclosing Party provides regarding third parties; and
  all other information that Receiving Party knew, or reasonably should have known, was Confidential Information of Disclosing Party.
- “Customer Order” means a written request by the Customer for a Service submitted on a Provider approved order form (“Order Form”) and accepted by Provider in accordance with this MSA.
- “Customer Site” means the location(s) owned or occupied by the Customer or its end-users to which Services will be delivered by Provider.
- “Customer Tail Circuit” means a Tail Circuit to be provided by the Customer under a Customer Order.
- “Equipment” means any equipment, device, software or other tangible material supplied by Provider to the Customer as part of a Service.
- “Event of Insolvency” shall mean in relation to a party: (a) a liquidator, provisional liquidator, receiver, administrative receiver, administrator or similar officer is appointed over any of the assets or business of that party; (b) that party enters into a scheme of arrangement or composition with or for the benefit of its creditors generally; (c) any reorganisation, moratorium or other administration with or for the benefit of that party’s creditors generally or any class of its creditors; (d) that party adopts a resolution or proposes to adopt a resolution to wind itself up or becomes unable to pay its debts as and when they fall due or become deemed to become unable to pay its debts as and when they fall due within the meaning of section 123 of the Insolvency Act 1986; or (e) any similar or analogous event happens under the national, state or local laws of any other country.
- “Group”, in relation to either party, means any subsidiary or holding company of that party from time to time, together with any subsidiary of any such holding company (where “subsidiary” and “holding company” have the meanings set out in section 736 of the Companies Act 1985 (as amended)).
- “Mark” means a trademark, service mark or trade name.
- “MSA” means this Master Service Agreement, independent of any Service Schedules.
- “Provider” means the Provider entity identified in the Order Form and any member of its Group authorised by that company to provide Service and/or Equipment to the Customer.
- “Service” means a service provided by Provider pursuant to an accepted Customer Order.
- “Service Commencement Date” means the earlier of the date on which Provider notifies the Customer that the Service is ready, or the date on which the Customer first uses the Service.
- “Service Schedules” means the schedule(s) attached hereto that contain additional terms and conditions for the provision of specific Service(s) ordered by the Customer.
- “Service Term” means the initial term of a Service specified in the relevant Customer Order together with any subsequent renewal period in accordance with Section 2.2 or such other period as may be agreed by the parties.
- “SLA” means a written assurance of service level availability contained in a Service Schedule.
- “Tail Circuit” means the physical connection (local access circuit) from a Customer Site to the nearest Provider network point of presence.
- “Tax” means any tax, surcharge, fee, duty, VAT (or other sales tax), excise or similar charge or liability.
Term
This MSA shall take effect on the date set forth below and shall, subject to Section 10, remain in force until the end of the last remaining Service Term.
The Service Term, in relation to any particular Service, shall commence on the Service Commencement Date. Subject to the provisions of the Agreement, Provider shall provide the Service during the Service Term. At the expiration of the Service Term, the Service Term and the Agreement shall automatically renew for successive {RenewPeriods.TimeSpan} periods unless terminated by either party by giving notice to the other party at least {AgtStop.Notice.TimeSpan} prior to the end of the Service Term or any renewal period.
Customer Orders
The Customer may submit an Order Form requesting delivery of Service(s) and Provider shall notify the Customer whether it accepts or rejects such order. Nothing in this MSA shall require the Customer to submit, or Provider to accept, any order from the Customer. The Customer Order shall take effect on the date on which it has been signed by both parties and Provider will notify the Customer when it has so signed.
Any additional terms and conditions, or modifications to the terms and conditions of this MSA, sought by the Customer must be clearly set out on the Order Form in the Special Conditions section. Provider may reject any additional term or condition sought by the Customer prior to accepting an order.
Billing and Payment
Acceptance
The Customer shall be deemed to accept the Service unless the Customer gives notice to Provider within {ServiceRejectionNotice.TimeSpan} of the Service Commencement Date that the Service does not meet the technical specifications contained in any applicable SLA or is otherwise in material non-compliance with the Agreement. If the Customer provides such notice, then Provider will test the Service for non-compliance. If Provider verifies the non-compliance, then Provider shall, as the Customer’s sole remedy, promptly take such action as is necessary to correct the non-compliance and shall provide the Customer with a new Service Commencement Date.
Credit Approval
Delivery of Service is subject to credit approval. Provider may, at any time, require the Customer to provide a cash deposit, letter of credit drawn on a financial institution acceptable to Provider or such other security as Provider and the Customer may agree upon to secure the Customer’s payments during the Service Term of the Agreement. The Customer shall provide such requested security within 5 Business Days and Provider shall not be required to deliver or continue to deliver any Service until such security has been obtained.
Invoices and Payment
Provision of the Service is billable upon delivery and the Customer shall be liable for all Charges from the Service Commencement Date. The Customer will be invoiced: (a) monthly in advance for the recurring portion of the Charges; and (b) monthly in arrears for any other Charges. All non-recurring Charges will be invoiced during the month in which they were incurred. All Charges shall be due upon the Customer’s receipt of the invoice and payable within {ChargesPaidWithin.TimeSpan} of the invoice date (without any deduction or set-off whatsoever save in any case of fraud or deceit on the part of Provider). Billing for partial months will be prorated based on a calendar month.
Increase in Charges
. Provider shall have the right to increase the Charges on each anniversary of the date of the Agreement by giving to the Customer at least 30 days notice, provided that any such increase shall not exceed a percentage equal to {MaxAnnualIncreaseInCharges.%} for the year either from the date of the Agreement (in the case of the first such increase) or from the date on which the immediately preceding increase came into effect pursuant to this Section 4.4 (in the case of subsequent increases).
Late Charges
Any undisputed amount not paid to Provider when due shall bear interest at {ChargesLatePaymentMonthlyInterestRate.%} per month or the highest rate permitted by applicable law, whichever is less, from the date payment falls due until payment is received by Provider, both before and after judgement, such interest to be compounded monthly in arrears.
Disputed Charges
The Customer may, acting in good faith, dispute any portion of an invoice provided that the Customer:
pays the full undisputed portion of the invoice by the due date;
provides Provider with a written statement and supporting documentation regarding the dispute within 30 days from the date of the relevant invoice; and
negotiates in good faith with Provider to resolve the dispute.
If the Customer disputes any portion of an invoice that is based upon Service usage or availability, then Provider's records of such usage or availability shall be presumed to be accurate unless proved otherwise by an independent auditor. If the dispute has not been resolved within 30 days from the Customer’s original written claim, then either party may pursue its rights or remedies in the manner set forth in Section 12.
Taxes
All Charges are calculated exclusive of any Taxes, whether charged to Provider or the Customer, based on the provision of the Service to the Customer and/or the Customer’s use of the Service. The Customer is responsible for payment of all Taxes. VAT will be invoiced in accordance with statutory requirements for such tax and shall be payable, subject to receipt by the Customer of a valid VAT invoice. If the Customer is required to pay a Tax pursuant to this Section 4.7, then the Customer shall pay such amounts as are necessary to ensure that the net amounts received by Provider after all such payments or withholdings equal the amount to which Provider is otherwise entitled to under the Agreement as if such Taxes did not exist.
Fraudulent Use
The Customer will be responsible for all Charges incurred in respect of the Service even if such Charges were incurred through, or as a result of, fraudulent or unauthorised use of the Service. Provider may, but is not obliged to, detect unauthorised or fraudulent use of the Service.
Delivery of Services
Delivery
Provider shall use reasonable commercial endeavours to meet the Service delivery date requested by the Customer in the Customer Order.
Tail Circuits
If the Customer requests, Provider will procure a Tail Circuit required for delivery of a Service. In such case, the Customer acknowledges that: (a) the Tail Circuit(s) will be manufactured and provided by a third party operator; (b) the Tail Circuit(s) will function and perform in accordance with the service level undertakings provided by the third party operator which provides the Tail Circuit(s); (c) any rights, remedies, credits or service the Customer may have or be entitled to regarding a Tail Circuit are limited to those rights, remedies, credits or service provided by the third party operator or manufacturer of the Tail Circuit; (d) the third party estimated costs for the Tail Circuit are incorporated within the Charges and are subject to survey of the Customer’s Site by the third party and may be subject to change, both upwards and downwards, any such change to be passed on to the Customer in its entirety; and (e) if the Customer cancels the Service prior to the conclusion of the Service Term, then the Customer will pay any and all cancellation charges that Provider owes to third parties in respect of the Tail Circuit(s). Where the Customer Order indicates that a Customer Tail Circuit is to be provided, then the Customer will procure and be solely responsible for the Customer Tail Circuit. Provider will have no liability whatsoever in respect of the provision or functioning of a Customer Tail Circuit and the Customer will indemnify and hold Provider harmless from any claims, costs, expenses, damages and losses arising from the provision or functioning of any Customer Tail Circuit.
Modifications
Provider reserves the right to change the terms, specifications and/or conditions of a Service upon not less than 30 days advance notice to the Customer other than where such changes are being made as a consequence of governmental or regulatory action, in which case Provider shall give as much notice as is practicable in the circumstances. If Provider changes a Service in a manner materially adverse to the Customer, then the Customer may cancel such Service without penalty within 10 Business Days of the change by providing written notice to Provider. Such cancellation shall take effect 30 days from the date of the Customer’s notice of cancellation. Otherwise, the Customer’s continued use of such Service constitutes the Customer’s acceptance of any changes. In the case of governmental or regulatory action, Provider shall also have the right to cancel a Service or alter the terms and conditions of the Agreement, if, in its reasonable judgement, the action will make provision of such Service more expensive or difficult, substantially impaired or difficult. In the case of such action, Provider shall also have the right to pass through and to invoice to the Customer, on a pro rata basis, any new or increased fees, assessments, Taxes or other charges imposed on, or required to be collected by Provider, by any governmental agency.
Equipment
The Customer acknowledges that:
title to all Equipment remains with Provider, except as expressly provided in a Customer Order;
the Customer shall not, and shall not permit others to, move, rearrange, disconnect, remove, repair, or otherwise tamper with any Equipment, without the prior written consent of Provider;
the Equipment shall not be used for any purpose other than that for which Provider provides it;
the Customer shall take such actions as are reasonably directed by Provider to protect Provider’s interest in the Equipment and shall keep the Equipment free and clear from all liens, claims and encumbrances;
the Customer bears the entire risk of loss, theft, destruction or damage to the Equipment placed on the Customer Sites (except for damage caused by Provider);
in no event will Provider be liable to the Customer or any other person for interruption of Service or for any other loss, cost or damage caused by or related to improper use or maintenance of the Equipment by the Customer or its agents;
if the Equipment was manufactured by a third party, then any manufacturer warranties with respect to the Equipment will be passed on to the Customer by Provider and any rights or remedies the Customer may have regarding the performance or compliance of the Equipment are limited to those rights provided by the manufacturer of the Equipment;
Provider shall not be responsible for any changes to the Service that cause the Equipment to become obsolete or require modification or alteration; and
the Customer agrees to permit Provider to remove the Equipment from any Customer Site after termination or expiration of the Agreement or the Service provided hereunder in relation to which the Equipment was provided.
The Customer shall be solely responsible for the installation, operation, maintenance, use and compatibility of any equipment or software not provided by Provider and Provider shall have no responsibility or liability in connection therewith.
Software Terms and Conditions
Licence
If Provider provides the Customer with software for use in connection with any Service, then the Customer will have a non-exclusive, non- transferable, revocable (for breach only) licence to use such software solely for its own internal use to the extent necessary to use the Service. Such licence shall not entitle the Customer to claim title to, or any ownership interest in, the software (or any derivations or improvements thereto) and the Customer will execute any documentation reasonably required by Provider to document Provider’s existing and continued ownership of, or right to, the software.
Restrictions
The Customer agrees that it will not and will not permit others to: (a) copy the software except as permitted by Provider, except as reasonably required for backup purposes; (b) reverse engineer, decompile or disassemble the software save to the extent that it cannot be prohibited from so doing under applicable law; (c) sell, lease, license or sub-license the software; (d) create, write or develop any derivative software or any other software program based on the licensed software or any Confidential Information of Provider; or (e) take any action prohibited by the owner of the software.
The Customer’s Obligations
Use of Service
The Customer warrants that it shall conduct its operations and shall use the Service in a manner that does not interrupt, impair or interfere with the operations of the Provider network or the use thereof by Provider or any other Provider customer. The Customer shall comply at all times with the operating procedures and interconnection requirements of Provider. The Customer warrants that the content it or its end- users make available through a Service will not:
include any indecent, offensive or obscene material;
constitute a defamation or libel of Provider, its Group companies or any third party; or
result in any liability of Provider or its Group companies to any third party.
Access
The Customer agrees to cooperate with and assist Provider in carrying out Provider’s obligations under the Agreement, including without limitation, providing Provider and its agents access to the Customer Sites to the extent reasonably requested consents from third parties necessary to allow Provider such access. If the Customer fails to provide Provider access or access rights required under the Agreement in order for Provider to deliver the Service, then the Customer will pay all Charges for such Service from and after the date Provider is otherwise ready to deliver them. In addition, Provider shall not be liable for any failure to provide Service to the extent that such failure is due to Provider being denied access to the Customer Sites.
Customer Site
The Customer shall provide and maintain, at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the Equipment on the Customer Site. The Customer will comply with all laws and regulations regarding the working conditions on the Customer Site.
Content
The Customer warrants that it will not use the Service in any manner which:
violates any applicable law, rule or regulation;
breaches Provider’s acceptable use policy (as may be amended by Provider from time to time and which is available on {www.provider.com}); or
infringes or contains any content that infringes the rights of others, including without limitation, any copyright, patent, trade mark, trade secret, privacy or proprietary right.
The Customer acknowledges that:
Provider does not monitor and will have no liability or responsibility for the content of any communications transmitted via the Service; or
it is responsible for implementing any desired security mechanisms as network security is not provided by Provider as part of the Service.
Confidentiality
Each Party (a "Disclosing Party") may disclose Confidential Information to another Party (a "Receiving Party").
Publicity
Neither party may use a Mark of the other party or otherwise refer to the other party without the prior written consent of the other party, which consent shall not be unreasonably withheld, in the case of marketing, promotional or advertising materials or activities. Each party’s Marks are proprietary to such party and nothing in the Agreement constitutes the grant of a general licence for their use. Upon termination of this MSA or delivery of written notice by a party, all rights of the other party to use such party’s Marks shall expire. Either party may issue a press release relating to, or otherwise disclose the existence of, the contractual relationship between the parties.
Termination and Suspension
Termination by the Customer
The Customer may terminate the Agreement without liability on {TerminationByCustomer.ForBreachByProvider.TimeSpan} written notice to Provider if: (a) Provider commits a material breach of the Agreement and, in the case of a breach capable of remedy has not cured such breach or omission within {TerminationByCustomer.ForBreachByProvider.CurePeriod.TimeSpan} after receipt of written notice from the Customer; or (b) Provider suffers or undergoes an Event of Insolvency.
Termination or Suspension by Provider
Provider may terminate the Agreement and/or cease or suspend the provision of Service upon written notice to the Customer if: (a) the Customer fails to pay any Charges when due and does not cure the failure within {TerminationByProvider.ForFailureToPayByCustomer.CurePeriod.TimeSpan} of the notice; (b) the Customer's unpaid balance or use of the Service exceeds the Customer's credit limit (if any); (c) if the Customer commits a breach of Section 7; (d) the Customer commits a breach of the Agreement (other than a non-payment or Section 7 breach) and does not cure such breach within {TerminationByProvider.ForBreachByCustomer.CurePeriod.TimeSpan} of written notice from Provider; (e) the Customer makes a material misrepresentation in any submission to Provider; (f) the Customer suffers or undergoes an Event of Insolvency; or (g) the provision of Service is determined by any governmental or legal authority to be contrary to any law, rule, policy or regulation.
Cancellation Charges
If the Customer cancels a Service prior to the conclusion of its Service Term, then the Customer shall pay to Provider all Charges for the Service provided up until the effective date of such cancellation plus a cancellation charge as follows: (a) if the Service is cancelled after the Agreement is signed but prior to the Service Commencement Date, then the cancellation charge will be an amount equal to {Charge.ServiceCancellationBeforeCommencement.cl}; and (b) if the Service is cancelled after the Service Commencement Date but prior to the end of the Service Term, then the cancellation charge will be an amount equal to {Charge.ServiceCancellationBeforeCommencement.cl}. All cancellation charges shall be paid within {Charge.ServiceCancellation.PaymentDueWithin.TimeSpan} of receipt of invoice. Both parties acknowledge and agree that the above cancellation charges are a genuine pre-estimate of Provider’s loss in the event that the Customer were to terminate a Service prior to the end of the Service Term and that they are not intended as a penalty. The cancellation charges provided in this Section 10.3 shall not apply if the Customer cancels a Service pursuant to Section 5.3 or Section 10.1.
Obligations upon Termination or Suspension
Neither the termination of the Agreement nor the suspension or cancellation of any Service for any reason shall relieve the Customer of its obligation to pay all Charges for Service accrued and owing up to and including the date of termination, suspension or cancellation or otherwise payable pursuant to the Agreement. In addition, such termination, suspension or cancellation shall not preclude Provider from pursuing any other remedies available to it at law or in equity. If Provider has terminated this MSA or suspended or terminated any Service or Agreement, then the Customer agrees to pay Provider a reconnection fee, if Provider agrees to reactivate the Service. The amount of any such reconnection fee shall be determined by Provider at its sole discretion.
Indemnification, Exclusions and Limitations of Liability
Subject to the exclusions and limitations set out in this Section 11, each party shall indemnify (the “Indemnifying Party”) and hold harmless the other party from and against any claims, demands, actions, costs, liabilities or losses (including reasonable legal fees) arising out of the gross negligence or intentional misconduct by the Indemnifying Party, its employees or agents, in their performance of the Agreement.
Subject to Section 11.7, neither party shall be liable, whether in contract, tort (including negligence) or otherwise howsoever, through indemnification or otherwise, to the other party or any third party for any loss of revenue, profit, goodwill, anticipated savings, data or other pure economic loss or any indirect, incidental or consequential damages, arising from, or relating to, the Agreement or the performance or non- performance of its obligations thereunder.
Subject to Section 11.2 and Section 11.7, in no event shall the liability of Provider in connection with the Agreement (whether in contract, tort (including negligence) or otherwise), through indemnification or otherwise, exceed: (a) in relation to a single claim or series of related claims, twice the Charges paid during the month preceding the claim or, in the case of the first month of the Agreement, the amount otherwise due for such month; and (b) in respect of Provider’s aggregate liability during each Year, the total amount actually paid by the Customer to Provider for the Service during the previous Year. For the purposes of this Section 11, a “Year” shall mean a period of 12 months commencing on the date of the Agreement or any anniversary thereof.
Credits, if any, calculated pursuant to the applicable Service Schedule are the Customer’s exclusive remedy in respect of any failure to provide the Service. The Customer shall not be entitled to credits during any period in which it is past due on amounts owed to Provider.
The Customer agrees to defend, indemnify and hold harmless Provider, its Group companies and agents from any claims, liabilities, losses, damages and expenses, including reasonable legal fees, arising out of or relating to: (a) the use of the Service by the Customer or its end-users; and/or (b) claims of third parties seeking damages for any loss or misuse of data by the Customer or its end-users.
Provider shall have no liability to any of the Customer’s customers in relation to the Services and the Customer shall indemnify Provider for any and all costs, damages, liabilities and expenses arising out of, or relating to, any claim by any such end-user or third party.
Neither party limits or excludes its liability for fraud or deceit, personal injury or death arising from their negligence or any liability of Provider where the Customer deals as a consumer (as defined by section 12 Unfair Contract Terms Act 1977 “UCTA”)) and UCTA specifically prevents the exclusion or limitation of that liability and Section 11.2 and Section 11.3 do not apply to any such liability.
Disputes
Governing Law
The Agreement shall be governed by {GoverningLaw.cl}.
Tribunal
A claim by Provider for payment of any monies due from the Customer may be brought in the courts of any jurisdiction in which Provider carries on business. In all other cases, the parties hereby irrevocably submit to the exclusive jurisdiction of {Tribunal.cl}.
Warranties
Governmental Requirements and Compliance
Each party hereby represents and warrants to the other party that it has and will maintain in full force and effect, all approvals, consents, governmental authorisations, licences and permits as may be required to enter into and perform its obligations under the Agreement. The Customer and Provider each agree to cooperate with and support the other in complying with any requirements applicable to their respective rights and obligations hereunder imposed by any governmental or regulatory agency or authority. Each party agrees to comply with all applicable laws, rules and regulations relating to the execution and performance of the Agreement.
Exclusion of Other Warranties
Except as specifically provided in the Agreement, the Service and the Equipment are provided on an “as is” and “as available” basis and Provider excludes any other warranty, terms and/or conditions of any kind, including without limitation, those of satisfactory quality, non-infringement or fitness for a particular purpose. Provider expressly disclaims any representation or warranty that the Service or the software or Equipment will be error free, secure or uninterrupted. No advice or information given by Provider, its Group companies or contractors shall create a warranty.
Force Majeure
Except with respect to payment obligations, neither party shall be liable for any delay or failure to perform its obligations under the Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God or nature, insurrection or civil disorder, war, laws or restrictions imposed by any governmental or judicial authority, acts or omissions of third parties, power outages or interruptions of other utility service, shortages of parts or materials, magnetic interference, or unavailability of telecommunications service or facilities.
Miscellaneous
1. Assignment
  The Customer may not assign or otherwise transfer (including, without limitation, a transfer due to a change in control of the Customer) any of its rights under the Agreement without the prior written consent of Provider, which shall not be unreasonably withheld. No permitted assignment or transfer shall relieve the Customer of its obligations hereunder. Provider may assign any of its rights and/or sub-contract any or all of its obligations under the Agreement to any then existing Group company without the Customer’s consent. Provider provides any services under the Agreement as an independent contractor to the Customer.
2. Notices
  All notices or other communications under the Agreement shall be in writing and shall be deemed to have been delivered in the absence of evidence of earlier delivery:
  on the delivery date if delivered by hand;
  the next Business Day after being deposited for delivery with a nationally recognised overnight courier;
  on the date received if sent by facsimile with evidence of successful completion; or
  3 days after deposit in the mail. Notices sent to the Customer will be delivered to the Customer's address set out on the first accepted Customer Order.
  Notices to Provider shall be sent as follows:
  Notices to Provider:
  Quake Inc.
  233 Curtis Street
  Menlo Park, CA 94025
  Attention: Quimby Quartz, Vice President
  with a copy to the Provider Account Manager listed on the Customer Order.
  Notices to Customer shall be sent as follows:
  Notices to Customer:
  Acme Incorporated
  75 State Street
  Boston, MA 02109
  Attention: Abigail Altima, Corporate Secretary
  with a copy to the Customer Account Manager listed on the Customer Order.
3. Entire Understanding
  The Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter of the Agreement. The parties acknowledge that: (a) they have not entered into the Agreement in reliance of any representations, terms or other assurances not expressly set out in the Agreement; (b) their sole remedies in relation to the Agreement are those for breach of contract; and (c) that this Section 15.5.1 does not apply in respect of any fraudulent representations or other assurances.
4. Priority of Annexes
  All applicable Service Schedules, exhibits or attachments thereto, and all Customer Orders are incorporated herein by reference and made a part hereof. If there is an inconsistency between i) a provision of these General Terms and Conditions in this MSA, ii) a provision in an applicable Service Schedule and iii) a provision in a Customer Order, then the Customer Order shall take priority, then the applicable Service Schedule and then the General Terms and Conditions in this MSA.
5. Amendment
  Except as provided by Section 5.3 or any applicable Service Schedule, the Agreement may only be amended or modified by a written document signed by both parties.
6. Surviving Terms
  All terms and conditions of the Agreement which by their nature are intended to survive termination of the Agreement shall so survive.
7. Interpretation to Make Valid
  If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
8. Waiver
  Failure by either party to enforce any of its rights under the Agreement will not act as a waiver of that right unless the waiving party acknowledges the waiver in writing. No single waiver shall be deemed a continuous waiver.
9. No Third Party Beneficiaries
  No provision of this MSA shall be enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10. Counterparts
  This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.

Signature
The parties understand, acknowledge and agree that once the Customer Order has been accepted by Provider, the Agreement will form a legally binding contract between them.

Acme Incorporated

("Customer")

By:

{xSignature}
Name: Abigail Altima
Title: President

Date: {Sign.YMD}
Signed at: Boston, Massachusetts, United States of America

Quake Inc.

("Provider")

By:

{xSignature}
Name: Solomon Shirley
Title: President and Chairman

Date: {Sign.YMD}
Signed at: Menlo Park, California, United States of America

Annexes
{Annex.sec}