TeamAbsolute
T F A M a SO ute 2277 Highway 36 West, Suite 160
Roseville, MN 55113
Main: 612-746-4070
Fax: 612-746-4071
MAS TER SERVICE S AGREEMENT
7.2 Client agrees to indemnify, defend and hold TeamAbsolute harmless from and against any and all costs, liabilities,
losses, damages and expenses by any third party (including, but not limited to, reasonable attorneys’ fees) arising out of or
related to (a} TeamAbsolute’s use or possession of Client materials, software, data, or other intellectual property furnished
by Client, or (b) any claims related to the Services performed by TeamAbsolute by Client’s own customers or vendors to the
extent not caused by TeamAbsolute.
7.3 LIMITED REPRESENTATIONS AND WARRANTIES. TEAMABSOLUTE REPRESENTS AND WARRANTS THAT: THE SERVICES
SHALL:
A. BE PERFORMED SUBSTANTIALLY IN ACCORDANCE WITH THE TERMS OF THE STATEMENT OF WORK ATTACHED AS
EXHIBIT A AND THE SERVICES CHANGES ORDER DOCUMENT(S) THAT, FROM TIME TO TIME, MAY BE ATTACHED AS
EXHIBIT B, AND
B. BE PERFORMED IN A PROFESSIONAL MANNER BY QUALIFIED INDIVIDUALS. EXCEPT AS PROVIDED IN THIS SECTION
7.3, TEAMABSOLUTE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE.
7.4 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER CLIENT
NOR TEAMABSOLUTE WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES,
WHETHER SUCH LOSS OR DAMAGES ARE FORESEEABLE.
7.5 CAP ON- LIMITATION. OF LIABILITY
IN NO EVENT SHALL TEAMABSOLUTE BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUE BY CLIENT, OR FOR ANY OTHER
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES INCURRED OR SUFFERED BY CLIENT ARISING AS A RESULT
QF OR RELATED TO TEAMABSOLUTES!? WORK, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF CLIENT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT FURTHER AGREES THAT THE TOTAL LIABILITY OF
TEAMABSOLUTE FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, OR TO ANY ACT
OR OMISSION OF TEAMABSOLUTE, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO
THE AMOUNT ACTUALLY PAID BY CLIENT FOR TEAMABSOLUTE’S WORK DURING THE THREE-MONTH PERIOD PRECEDING THE
DATE THE CLAIM ARISES.
IN NO EVENT SHALL THIS LIABILITY EXCEED A TOTAL AGGREGATE AMOUNT OF $1,000,000. CLIENT SHALL INDEMNIFY AND
HOLD TEAMABSOLUTE HARMLESS AGAINST ANY CLAIMS BY THIRD PARTIES, INCLUDING ALL COSTS, EXPENSES AND
ATTORNEYS’ FEES INCURRED BY TEAMABSOLUTE THEREIN, ARISING OUT OF OR IN CONJUNCTION WITH CLIENT’S
PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT.
7.6 Insurance Coverage. TeamAbsolute shall, at its sole cost and expense, procure and keep in full force and effect during the
Term of this Agreement, at a minimum, the following kinds of insurance covering operations in the State in which the work
is to be performed:
A. Worker’s Compensation and Employer’s Liability (Worker’s Compensation - Statutory Limits. Employer’s Liability
- $500,000 per incident)
B. Comprehensive General Liability including Contractual Liability ($1,000,000 per occurrence; $3,000,000 general
aggregate)
C. If providing services related to financial issues, Crime coverage / Dishonesty Insurance ($3,000,000 per incident).
If providing services related to the Client Products and Client data/databases, software programming and/or
software development issues, Errors & Omission Insurance ($3,000,000 per incident).
7.7 Basis of the bargain; failure of essential purpose. Client acknowledges that TeamAbsolute has set its prices and
entered into this Agreement in reliance upon the limitations of liability and damages and the disclaimers of warranties set
TeamAbsolute, © 2014 Page 7 of 14
Proprietary and Confidential
