These terms and conditions form a Master Services Agreement (this “Agreement”) and set forth the terms of our services in connection with the signed Proposal or Contract and any subsequent Schedule of Work between us.  

1.  BACKGROUND

This Agreement establishes the terms and conditions applicable to IET’s provision of professional services to Client, which will be further defined and governed by one or more statements of work incorporated by reference to this Agreement, and specifically including the foregoing Proposal. In this Agreement:

• “IET” refers to Integrated Environmental Technology LLC, a Florida limited liability company having their principal office located at 6450 Bendelow Drive, Lakeland, Florida 33810; 
• “Client” refers to the client information provided on the proposal or contract agreement and 
• IET and the Client may be referred to each as a “Party” or collectively as the “Parties” to this Agreement.
  
  

2.    DEFINITIONS  

The following terms, when capitalized in this Agreement or in any document incorporated into this Agreement, shall have the following meanings:

a. “IET’s Existing Intellectual Property (IP)” means, without limitation, any copyright, tradename or trademark, patent, and trade secret (“Works”), belonging to IET, as further described in the section entitled “Ownership; Proprietary Rights,” below. 

b. “Authorized Representative” means the person or person(s) designated by Client and IET to act on behalf of its/their respective Party for all purposes under this Agreement or any SOW. The Parties’ initial Authorized Representative(s) is/are listed in the signature block of this Agreement.

c. “Client Delay” means (i) Client’s material failure to perform its obligations under this Agreement or any SOW, (ii) the wrongful acts or omissions of Client, (iii) the failure of Client to adequately perform its tasks related to the Services, (iv) unreasonable, untimely, incomplete or inaccurate information from Client, or (v) Client’s failure to make available information, materials, software, hardware, equipment or personnel in the manner required by this Agreement or any SOW. 

 d. “Effective Date” means the latest date of the signatures of the Parties below.

e. “Force Majeure” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; disease, epidemic or pandemic; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the Party affected; or any other events or circumstances not within the reasonable control of the Party affected, whether similar or dissimilar to any of the foregoing.

f. “Agreement” refers to this document and all SOWs issued pursuant to this document, and any amendments to the foregoing in effect from time to time.

g. “Services” means those duties, obligations, products and services specifically described in a SOW. 

h. “Statement of Work (SOW)” means a written statement of the Parties in which the obligations, duties and services regarding a project are detailed. A SOW may have additional exhibits or schedules attached to it; however, to be effective, each SOW must: (1) Be dated and incorporate by reference the terms and conditions of this Agreement; (2) Specify the charges, method of payment, and schedule of payment for the services provided under the SOW; (3) Describe the obligations of IET and Client, including a description of the services to be provided under the SOW, and any service levels applicable to those services; and (4) Be signed by such Party’s Authorized Representative.

3.    SERVICES

a. Generally. IET will provide to Client all Services described in a SOW; however, no work shall commence on any SOW until it is accepted in writing by both Parties. 

b. Enforcement. Once a SOW is signed and received by both Parties, the SOW and all attachments thereto will automatically become part of, and incorporated into, this Agreement by this reference. 

c. Conflict. If the terms of a SOW directly conflict with the terms of this Agreement, then the terms of this Agreement will control unless the SOW specifically states that the language in the SOW controls. 

d. Subcontracting. IET reserves the right to use one or more subcontractors to perform part or all of the Services; however, IET guarantees and remains ultimately responsible for all work performed by its subcontractors. IET will not subcontract any Services that are specifically and expressly designated in a SOW as being non-delegable or non-assignable.

e. Non-exclusive. Client understands and agrees that the Services are provided to Client on a non-exclusive basis, and that IET may perform the same or similar Services for, or on behalf of, IET’s other clients. 

f. Performance. IET will not be responsible for its failure to perform the Services timely where the failure would not have occurred but for a Force Majeure event, or where such failure was the result of Client Delay. In the event that a Force Majeure event or Client Delay causes a delay in IET’s performance, IET and Client will work together in good faith to determine a new time period in which the delayed Services will be performed.

g. Changes in Law. Client shall be responsible for notifying IET promptly of any changes in law, including Client’s regulatory requirements (if any), that may relate to IET’s delivery or Client’s receipt of or use of the Services. In the event that such change in the law occurs, the Parties shall work together to identify the impact of such change(s) on how Client receives and uses, and IET delivers, the Services. Client shall be responsible for any fines or penalties arising from noncompliance by Client or IET arising from Client’s failure to notify IET as described herein. IET shall not have any obligation to monitor or become aware of any laws, including Client’s regulatory requirements (if any), relating to Client’s business or its receipt or use of the Services.

4.    OWNERSHIP; PROPRIETARY RIGHTS

Unless specifically stated in this Agreement or a SOW, nothing herein grants any rights, title, or license to either Party in the other Party’s intellectual property under any theory of patents, copyrights, or trade secrets, and each Party reserves all rights in its ideas, concepts, know-how, methodologies, processes, technologies, algorithms, techniques and other intellectual property of every kind and nature.

5.   PAYMENT & FEES

a. Payment. Client shall pay for the Services pursuant to the fee schedule listed in the relevant SOW. If no fee schedule is listed in the SOW, then fees shall be due and payable to IET upon Client’s receipt of an invoice for such fees. Unless otherwise agreed to by the Parties, all invoices are payable within thirty (30) days following receipt of invoice by Client.

b. Remedies. In the event that an invoice is not timely paid, IET shall have the right (i) to charge interest on the unpaid amount at the rate of 18% per annum or the highest interest rate permitted by law, whichever is less, (ii) to suspend performance of its Services until such time that payment is received by IET, it being understood that such suspension of services shall not be deemed a violation by IET of this Agreement or SOW, and/or (iii) demand and receive from Client additional funds to ensure Client’s payment for future, unperformed Services. In the event that any invoice remains unpaid for a period of thirty (30) days or more following the due date, IET shall have the right (but not the obligation) to terminate the relevant SOW or, in its discretion, all SOWs and/or this Agreement, and demand and receive payment from Client for all work performed by IET under all SOWs up to the date of termination. The remedies described in this subsection are cumulative and not exclusive and shall not diminish or prevent IET from exercising any other remedies available to it at equity or law.

c. Service Fees for Returned Checks. If any check offered by Client in payment for any invoice under this Agreement is returned for lack of sufficient funds, a “stop payment” or any other reason, IET shall charge a fee in the amount of $50.00.

6.     TERM & TERMINATION

a. Term. This Agreement shall commence on the Effective Date and continue until terminated as provided in this Agreement.

b. SOW Termination. A SOW may be terminated according to the terms contained in the SOW. If the SOW is silent on termination, then Client may request the termination of the SOW provided that Client agrees, in writing, to pay any and all costs and fees incurred and charged by IET up to and including the date of termination, including but not limited to any and all costs, expenses, outlays, and fees IET incurs in the early termination of the SOW. With the exception of nonpayment by Client, either Party may terminate a SOW immediately if the other Party commits a material breach of under such SOW, and that breach is not adequately and reasonably fixed within ten (10) days following notice of the breach.

c. Agreement Termination. Either Party may terminate this Agreement by giving written notice to the other Party at least ninety (90) days in advance of such termination. Termination of this Agreement shall automatically terminate any SOW in effect at termination. In addition, this Agreement shall automatically terminate one (1) year following the last date on which IET provides Services to Client under this Agreement or any SOW.

d. No Liability for Termination. If IET terminates a SOW or this Agreement for any reason permitted under this Agreement, IET shall not be responsible or liable to Client for any costs, fees, expenses, charges, debts, or obligations incurred by Client as a result of such termination.

7.     REPRESENTATIONS AND WARRANTIES

a. Authority. Each Party represents and warrants that it has the corporate power and authority to enter into, and be bound by, the terms of this Agreement and all SOWs attached hereto.

b. Non-infringement. Each Party represents and warrants that it has the rights to distribute any materials or information it provides to the other Party shall not infringe the patents, copyrights, trademarks, or other intellectual property rights of any third party.

c. LIMITATION OF LIABILITY. EXCEPT FOR EACH PARTY’S EXPRESS OBLIGATIONS DESCRIBED IN THIS SERVICES AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATED TO THIS SERVICES AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF EITHER PARTY, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO AGENCY BY CLIENT FOR THE PROJECT OR SOW AT ISSUE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS. ALL WORK PRODUCT AND SERVICES PROVIDED TO CLIENT UNDER THIS AGREEMENT ARE PROVIDED “AS IS”. UNLESS EXPRESSLY STATED IN THIS AGREEMENT, IET DOES NOT OFFER AND CLIENT EXPRESSLY WAIVES ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.     NON-SOLICITATION

During the term of this Agreement and for a period of six (6) months following the expiration or termination of this Agreement (the “Restrictive Period”), neither Party will hire the other Party’s employees, nor solicit, or knowingly induce or influence, any of the other Party’s employees or contractors to discontinue or reduce the scope of their employment or business relationship with such other Party. The Parties acknowledge and agree that any Party aggrieved by the other Party’s breach of this covenant of non-solicitation may suffer irreparable harm and, in the event of such breach, monetary damages would be inadequate to compensate the aggrieved Party for such breach. Accordingly, in addition to any other remedies available to it at law or in equity, the aggrieved Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement, without the requirement of posting bond.

9.     MISCELLANEOUS

a. Notices. Whenever under the provisions of this Agreement, notice is required or permitted to be given to either Party, such notice may be delivered by electronic mail (“email”). Email notice shall be deemed received by a Party when such notice is sent to the last known email address provided to the sending Party by the receiving Party. Notwithstanding any provision to the contrary, however, email notice shall be effective only if the receiving Party subsequently acknowledges receipt of the email notice via a return email to the sending Party in which the sending Party’s original email is either referenced or reproduced. Notice provided in any method other than by email shall be deemed given either when delivered personally, or by courier, or by facsimile machine with printed transmittal confirmation sheet; or, three (3) days after mailing, postage prepaid by registered or certified mail, return receipt requested, addressed to the Party for whom it is intended with copies provided to the address set forth in this Agreement or to such other addresses as a Party shall hereafter designate in writing to another Party. Subject to the terms described herein, the Parties acknowledge and agree that email and/or digital copies or electronic transmissions satisfy all “writing” requirements under this Agreement.

b. No Authority. It is expressly understood and agreed that no employee, agent, or other representative of one Party has any authority to bind the other Party with respect to any statement, representation, warranty, covenant, or other expression unless such statement, representation, warranty, covenant, or other expression is specifically set forth in this Agreement or a signed SOW.

c. Amendment. No amendment, waiver, or modification of this Agreement (including all SOWs incorporated into this Agreement) or any provision of this Agreement shall be valid unless in writing, stating with specificity the particular amendment or modification to be made, and duly executed by the Parties.

d. No Waiver. Nothing contained in this Agreement (including all SOWs incorporated into this Agreement) shall cause the failure of either Party to insist upon strict compliance with any covenant, obligation, condition or agreement contained in this Agreement to operate as a waiver of, or estoppel with respect to, any such covenant, obligation, condition or agreement. Waiver by any Party of any breach of any provision of this Agreement shall not be considered as, nor constitute a continuing waiver or waiver, breach or cancellation of, any other breach of any provision of this Agreement. 

e. Attorneys’ Fees. In the event of any action, including but not limited to litigation or arbitration, between the Parties to enforce the provisions of or with respect to this Agreement (including all SOWs incorporated into this Agreement), the prevailing Party in such action shall be entitled to reimbursement for reasonable attorneys’ fees and costs at trial (if relevant) and on appeal.

f. Governing Law; Jurisdiction and Venue. This Agreement (including all SOWs incorporated into this Agreement) and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws rules. The Parties agree to first attempt to amicably resolve any disputes arising out of or relating to this Agreement through mutual discussions. Should discussions fail to resolve any such dispute, the Parties agree to said dispute to mediation prior to instituting any litigation. In the event that such mediation is unsuccessful, the Parties irrevocably submit and consent to the exclusive jurisdiction and venue of the state courts in and for Polk County, Florida and the Federal Courts in and for the Middle District of Florida. The Parties waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement. The Parties agree not to raise the defense of forum non conveniens.

g. Counterparts. The Parties may execute and deliver this Agreement in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement.

h. Entire Agreement. This Agreement (including all SOWs incorporated into this Agreement) contains the sole and entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any and all other prior or contemporaneous written or oral agreements or understandings between them with respect to the subject matter contained herein.