TeamAbsolute
TEANMabsolute 2277 Highway 36 West Suite 160
Roseville, MN 55113
Main: 612-746-4070
Fax: 612-746-4071
MAS TER S ERVICES AGREEMENT
2.2 Ownership. The Client agrees that any Hardware or Software purchased as a result to fulfill the Services identified
in this Agreement is the sole ownership of TeamAbsolute. TeamAbsolute shall retain an electronic listing of all equipment
purchased and placed into service for this Agreement. In the event of the termination of this Agreement, Client shall comply
with Section 4.4 of this Agreement.
2.3 Cooperation. The Client agrees to cooperate with TeamAbsolute in its rendering of the Services, including, without
limitation, providing TeamAbsolute with reasonable access to appropriate equipment, systems, data, information and
personnel of the Client, and maintaining operational telecommunications systems that allow constant communication
between TeamAbsolute and Supported Systems.
The Client acknowledges that when its personnel are to work with TeamAbsolute personnel, the failure of the Client’s
personnel to cooperate with TeamAbsolute, or the Client’s un-timeliness or faiture to assign the appropriate Client personnel
could adversely affect TeamAbsolute’s ability to perform.
if TeamAbsolute provides Client with prior notice of the Client’s failure to (i) maintain the Client’s system (ii) cooperate, or
(iii) assign such personnel and Client fails to timely cure such failure, as defined in TeamAbsolute’s then current Standard
Operating Procedures(“SOP”), then if such un-timeliness or failure to perform its obligations interferes with TeamAbsolute’s
ability to perform, TeamAbsolute shall be relieved from its obligations to the extent caused by such failures.
The Client further acknowledges and agrees that TeamAbsolute may, in performing its obligations pursuant to this Agreement,
be dependent upon and using systems, data, material, and other information furnished by the Client without any independent
investigation or verification thereof, including, but not limited to, the identification of the Supported Systems, and that
TeamAbsolute shall be entitled to rely upon the functionality of the systems and accuracy and completeness of such
information in performing the Services.
3. PUBLICITY.
Fither party may use the other’s logo, trademark, trade name, or other designation (“Trademark”) in any promotion or
publication without the prior written consent of the other party, except as prohibited in Section 9.
4, TERM.
4.1 The term of this Agreement shall commence on the Effective Date and shall continue for four (4) years thereafter
unless otherwise agreed to by both parties as part of a separate addendum to this Agreement. Ninety-days (90) prior to the
fourth anniversary of the commencement of this Agreement, TeamAbsolute will notify Client of the pending anniversary.
Client will have thirty-days (30) to respond to TeamAbsolute as to its intention to renew, cancel or modify the terms of this
Agreement. in lieu of a notice of termination or renegotiation, this agreement will be deemed perpetual for an additional
year,
4,2 This Agreement may only be terminated by either party (a) upon the breach by the other party of any material
obligation hereunder, which breach has not been cured within thirty (30) days after the breaching party has received written
notice thereof or (b) if all or a substantial portion of the assets of the other party are transferred to an assignee for the
benefit of creditors, to a receiver or to a trustee in bankruptcy, or a proceeding is commenced by or against the other party
for relief under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days, or the other party is
judged bankrupt.
4.3 Upon the termination of this Agreement for any reason, all licenses granted herein shall immediately terminate,
TeamAbsolute shall no longer have any obligation to provide the Services and each party shall return to the other all property
(including any Confidential Information (as defined in Section 9)) of the other party in its possession or control. The rights
and duties of the parties under Sections 7, 8, 9, 10 and 11 shall survive the termination or expiration of this Agreement.
TeamAbsolute, © 2014 Page 3 of 14
Proprietary and Confidential
