About this page. This is the online reference version of the West Computers, Inc. Master Services Agreement, published at westcomputers.com/msa as referenced in Section 16 of the executed agreement.
No Products or Services are provided under this Master Services Agreement alone. Services are delivered under Statements of Work that incorporate these terms. Where a client has an executed Master Services Agreement, that executed copy and its Statements of Work control; where a Statement of Work conflicts with these terms, the Statement of Work prevails.
Clients who need a copy of their executed agreement, or the current version as a Word or PDF file, can request one at info@westcomputers.com.
This MASTER SERVICES AGREEMENT (“MSA”) is effective as of the Effective Date defined in the signature block of the executed agreement, by and between West Computers, Inc. (“Service Provider”) and the client identified in that signature block (“Client”).
Fees will be invoiced to Client twice each month. Invoices are due and payable upon receipt. If payment is not received within 15 days following the invoice due date, Service Provider will give Client written notice of the past-due balance; if payment is still not received within 15 days after that notice, Service Provider may suspend Services and recover Products until payment is received in full. If payment is not received on or before any invoice due date, interest shall accrue at the rate of one and one-half percent (1.5%) per month from the date due until paid in full.
Service Provider may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of Service Provider’s business. Client may not assign their rights and obligations under this Agreement without the prior written consent of Service Provider.
The relationship of the parties established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any agency or employment relationship between the parties or any of their employees. Neither Party shall have any right, power, or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other.
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for Services, Products or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.
During the term of this agreement and for a period of 12 months after the termination of this agreement, neither party shall indirectly; or through any other party, solicit for employment any employees of the other party.
“Confidential Information” means non-public information disclosed by either party to the other in connection with this Agreement, including business, technical, and client data, but excludes information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party free of any confidentiality obligation, is independently developed without use of the disclosing party’s Confidential Information, or is required to be disclosed by law or court order (provided the receiving party gives prompt notice where legally permitted). Each party will protect the other party’s Confidential Information using at least the same degree of care it uses for its own confidential information of similar importance, and will use or disclose it only as necessary to perform under this Agreement or an applicable Statement of Work. This obligation survives termination of this Agreement for three (3) years. If Client is a HIPAA Covered Entity or Business Associate, or otherwise shares Protected Health Information with Service Provider, a separate Business Associate Agreement must be executed before any Services involving that information begin.
This Master Services Agreement and all associated Statements of Work shall be governed by the laws of the State of Mississippi, with exclusive venue in the state or federal courts located in Jones County, Mississippi, and constitutes the entire Agreement between Client and Service Provider. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client. Service Provider is not responsible for failure to render Services due to circumstances beyond its control including, but not limited to, acts of God.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR AN APPLICABLE STATEMENT OF WORK, SERVICES AND PRODUCTS ARE PROVIDED “AS IS,” AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL SECURITY INCIDENTS WILL BE PREVENTED OR DETECTED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEST COMPUTERS OR WEST COMPUTERS’ PARTNERS, SUPPLIERS, LICENSORS, OR CONTENT PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); (II) ANY LIABILITY THAT EXCEEDS THE GREATER OF $2,500 USD OR THE AMOUNT OF FEES ACTUALLY PAID TO WEST COMPUTERS IN THE 2 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (III) USE OF OR INABILITY TO USE THE SERVICES IN CONNECTION WITH EMERGENCY SERVICES. THIS LIMITATION DOES NOT APPLY TO DAMAGES ARISING FROM SERVICE PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THE CONFIDENTIALITY SECTION OF THIS AGREEMENT.
Each party will indemnify, defend, and hold harmless the other party from and against third-party claims, damages, and reasonable expenses (including attorneys’ fees) arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by the indemnified party’s own negligence or willful misconduct. The indemnified party will give prompt written notice of any such claim and reasonable cooperation, and the indemnifying party will control the defense and settlement of the claim.
Any written notice required under this Agreement will be effective when sent by email to the primary business contact designated by each party (with confirmation of receipt) or when delivered to the address listed in the applicable Statement of Work, and will be deemed received one (1) business day after sending by email or three (3) business days after mailing.
If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no waiver will be effective unless in writing and signed by the waiving party.
The latest version of this Master Services Agreement may be viewed at https://www.westcomputers.com/msa. The version published at that address is Version 2.0, last updated . Compare the version and date shown here against the copy you hold to confirm whether the published terms have changed since yours was signed.
The executed agreement is signed by duly authorized representatives of both parties. The Effective Date is the later of the two signature dates, unless a different date is stated in an executed Statement of Work.
West Computers, Inc.
1654 Highway 184, Laurel, MS 39443
Phone: (601) 425-0300
Email: info@westcomputers.com