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a• Cherry
<br />Bekaert
<br />Proposal for City of Santa Ana
<br />Attachment B — Standard Terms & Conditions
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />MASTER SERVICES AGREEMENT
<br />This MASTER SERVICES AGREEMENT is entered into as of 20_
<br />("Effective Date"), by and between ("Customer') and CHERRY
<br />BEKAERT ADVISORY LLC, a Delaware limited liability company ("Cherry Bekaert" and, together with
<br />Customer, the "Parties," and each of them individually, a "Party").
<br />RECITALS
<br />WHEREAS, Customer desires to retain Cherry Bekaert to provide those certain Services (defined
<br />below) set forth in each applicable SOW (defined below) to Customer pursuant to this Agreement.
<br />NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,
<br />and for other good and valuable consideration, Cherry Bekaert and Customer hereby agree as follows:
<br />1. Definitions. Unless otherwise stated in this Agreement, the defined terms set forth below shall
<br />have the following meanings:
<br />1.1. "Aareement" means this Master Services Agreement together with all applicable addenda
<br />and amendments signed by each Party, and all schedules, exhibits, annexes, and SOWs attached to this
<br />Master Services Agreement or otherwise incorporated herein by reference.
<br />1.2. "Background IP" means all documents, hardware, data, know-how, methodologies,
<br />software, templates, and other materials, Including computer programs, reports, and specifications,
<br />including all Intellectual Property Rights therein, provided by or used by Cherry Bekaert in connection with
<br />performing the Services, in each case developed or acquired by Cherry Bekaert prior to the
<br />commencement or independently of this Agreement.
<br />1.3. "Customer Data" means any data, information or material provided, inputted, or submitted
<br />by Customer or on Customer's behalf to enable the performance of the Services or otherwise in relation
<br />to this Agreement or the Services.
<br />1.4. "Intellectual Property Rights" means all rights comprising or relating to intellectual
<br />property, including, but not limited to: (a) patents, patent disclosures and inventions (whether patentable
<br />or not), (b) trademarks, service marks, trade dress, trade names, brand name, logos, corporate names
<br />and domain names, and all other similar indicia of source of goods and services, in each case together
<br />with all of the goodwill associated therewith, (c) works of authorship (whether or not copyrightable),
<br />expressions, designs, copyrights and copyrightable works (including, but not limited to computer software,
<br />programs, and applications), mask works, moral rights, industrial design rights, and rights in data and
<br />databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual
<br />property rights, in each case whether or not registered and including all registrations and applications for,
<br />and continuations, continuations -in -part, reissues, divisions, renewals or extensions of, such rights, and
<br />all similar or equivalent rights or forms of protection pursuant to the laws of any jurisdiction in any part of
<br />the world.
<br />1.5. "Services" means the professional services and Work Product, if any, to be provided by
<br />Cherry Bekaert to Customer under this Agreement as described in more detail in each applicable SOW.
<br />1.6. "Statement of Work" or "SOW" means each Statement of Work entered into by the
<br />Parties from time -to -time and incorporated herein by reference.
<br />1.7. "Technology Partner IP" means all documents, hardware, data, know-how,
<br />methodologies, software, templates, and other materials, including computer programs, reports, and
<br />specifications, including all Intellectual Property Rights therein, provided by or used by a Technology
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com
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