1. Services
This Agreement (this “Agreement”) contemplates that GRC Insights, LLC (“GRC Insights”) will furnish to the client named below (the “Client”) such services (the “Services”) as GRC Insights and Client shall agree from time to time, as set forth in agreed upon Statement(s) of Work (“SOW’) and/or Service Level Agreement(s) (“SLA”), each of which shall be incorporated into and made part of this Agreement. Any SOW or SLA entered into by GRC Insights and Client after the date of this Agreement shall be deemed to be incorporated into, made part of, and governed by, this Agreement.
2. Cooperation
Client acknowledges and agrees that GRC Insights’ ability to successfully provide the Services is dependent upon Client’s good faith cooperation with GRC Insights. Without limiting Client’s agreement to cooperate, Client understands that GRC Insights will rely on the information furnished and to be furnished by Client concerning its needs, existing resources, and policies and Client agrees to make available to GRC Insights, when reasonably requested, such access to its policies, files and personnel, and the cooperation of such personnel, as GRC Insights may reasonably request in order to provide the Services. GRC Insights similarly agrees to act in good faith in providing the Services. The parties also agree to work together in good faith if unforeseen circumstances or unanticipated developments occur during GRC Insights’ provision of the Services, which unforeseen circumstances or unanticipated developments may result in a modification of the scope, scheduling or pricing of the Services.
3. Payment
Client shall make payment to GRC Insights in such amounts and at such times as are set forth in any SOW or SLA then in effect or as otherwise mutually agreed upon by GRC Insights and the Client. All of GRC Insights’ invoices shall be due and payable within thirty (30) days of receipt, and shall, if not so paid, bear late charges from such due date at a rate equal to the lesser of: (i) 1.5% per month; or (ii) the maximum percentage charge permitted by applicable law. Client shall pay (and indemnify GRC Insights against) all sales, use, transfer and other taxes, whether federal, state or local, however designated, which are levied or imposed by reason of the transactions under this Agreement, except for income taxes on GRC Insights’ profits. Client expressly authorizes GRC Insights to charge any amount more than thirty (30) days past due pursuant to the terms of this Agreement, to any credit, debit, bank or charge card provided for any purpose by Client to GRC Insights. Client shall reimburse and hold GRC Insights harmless from and for any costs and expenses incurred by GRC Insights, including but not limited to reasonable attorney’s fees and court costs, in collecting any sums which are not paid as required by this Agreement. No delay on the part of GRC Insights in exercising any of its legal rights upon the non-payment of amounts due hereunder shall constitute a waiver of any such rights.
4. Termination
Either party may terminate this Agreement and/or any SOW or SLA issued hereunder for any reason or for no reason upon thirty (30) days’ advance written notice to the other party. Either party may also cancel this Agreement and/or any SOW or SLA issued hereunder, without prior notice, in the event the other fails to fulfill any material obligation contained in this or any other agreement between the parties. Upon termination by any party for any reason, Client shall pay to GRC Insights, without offset or deduction of any kind, all accrued charges for Services, whether or not invoiced, which are due and owing by Client to GRC Insights to the date of such termination, and Client agrees that it waives any right it may have against GRC Insights to offset fees payable by Client to GRC Insights.
5. Warranty
GRC Insights warrants that it will provide the Services in a competent, diligent, professional and workmanlike manner and that GRC Insights’ personnel will comply with Client’s policies while on Client’s premises. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEEDING SENTENCE, GRC INSIGHTS DOES NOT MAKE, AND CLIENT, BY ACCEPTING GRC INSIGHTS’ COMMENCEMENT OF THE PERFORMANCE OF THE SERVICES, EXPRESSLY WAIVES, ANY WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY EQUIPMENT PROVIDED IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL GRC INSIGHTS HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES WITH RESPECT TO, OR ASSOCIATED WITH, THE SERVICES, THE EQUIPMENT OR ANY OTHER OBLIGATION ARISING UNDER THIS AGREEMENT OR OTHERWISE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Confidentiality
GRC Insights acknowledges that in the course of providing the Services it may obtain confidential or proprietary information of the Client, and agrees to preserve the secrecy of such confidential information using a degree of care at least as great as it uses with its own confidential information,.
Client acknowledges and agrees that during the course of the provision of Services by GRC Insights that GRC Insights may have access or be privy to certain information that is protected by various federal, state, and local laws (“Privacy Laws”), and which Privacy Laws may require that Client provide notice to and/or receive express consent and permission from, in writing or otherwise, certain individuals to whom the information pertains (“Protected Individuals”). Client agrees, acknowledges, represents and warrants that it will provide and/or obtain all notices, consents, and permissions from the Protected Individuals as required by applicable Privacy Laws. As further consideration for provision of Services under this Agreement, Client agrees, to the fullest extent permitted by applicable law, to indemnity, defend and hold harmless GRC Insights, and its members, managers, officers, employees and agents (collectively, the “GRC Insights Indemnified Parties”), from and against any and all third party claims, demands, proceedings, suits and actions, together with any and all related liabilities, obligations, losses, damages, fines, judgments, settlements, charges, and expenses (including, but not limited to, reasonable attorneys’ and accountants’ fees, court costs and disbursements) (collectively, “Claims”), incurred or borne by, or asserted or assessed against, any of the GRC Insights Indemnified Parties to the extent any such Claims relate to or arise out of, in any manner whatsoever, to Client’s failure to provide and/or obtain any or all notices, consents, and permissions to or from a Protected Individual as required by applicable Privacy Laws.
If Client’s business involves the creation, receipt, maintenance, or transmission of “protected health information”, as that term is defined in 45 C.F.R. §160.103, and the Client must disclose such fact to GRC Insights in order for GRC Insights to provide the Services. If required by applicable law, GRC Insights will enter into a Business Associate Agreement with the Client that meets the requirements of the Health Information Portability and Accountability Act and the regulations promulgated thereunder.
7. GRC Insights Personnel
GRC Insights acknowledges that its personnel may be required to perform the Services at Client’s premises and such personnel shall abide by the policies of Client required to be observed by Client’s own employees. Client shall have the right, upon notice, to require GRC Insights to remove any of its personnel who have been found to have knowingly violated such policies.
8. Nonsolicitation
Client recognizes that the employees of GRC Insights, and such persons’ loyalty and service to GRC Insights, constitute a valuable asset of GRC Insights. Accordingly, Client agrees not to make any offer of employment to, nor to employ or enter into a consulting relationship with, any GRC Insights employee who provided Services to Client on behalf of GRC Insights within one (1) year of the last date on which such Services were provided.
9. Delays or Defaults
GRC Insights shall not be liable for delays or defaults in furnishing the Services hereunder if such delays or defaults on the part of GRC Insights are related in any way to:
- (i) Acts of God or of a public enemy;
- (ii) Acts of the United States or any state or political subdivision thereof;
- (iii) Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;
- (iv) Embargoes, epidemics or quarantine restrictions, supply chain delays; or
- (v) Other causes beyond the control of GRC Insights including, but not limited to, the acts or failures to act, of Client.
10. Relationship of the Parties
GRC Insights has at all times been, and shall at all times be and be deemed to be an independent contractor of Client. Neither GRC Insights nor any of its staff is an employee or agent of Client for any purpose whatsoever and shall not be entitled to any benefits provided to Client’s employees. Nothing contained within this Agreement shall be construed to render GRC Insights or any member of GRC Insights’ staff, an employee, partner, agent of, or joint venturer with Client for any purpose. Neither GRC Insights nor GRC Insights’ staff has or have any authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding upon Client in the absence of an express written authorization to the contrary.
11. Notices
Any notice required to be given by a party to the other party shall be in writing and shall be effective when personally delivered to the addressee or transmitted by email with delivery confirmed, or one business day after the date sent by nationally recognized overnight courier with delivery confirmed, to the address set forth below or to such other address as may be specified by a party in a notice duly given to the other party.
12. General
This Agreement is the entire agreement and understanding of the parties with respect to its subject matter and supersedes and merges any prior understandings, agreements (oral or written), quotes, proposals, specifications or negotiations. This Agreement may not be modified except by a writing signed by both parties. This Agreement shall be governed and construed exclusively by the laws of New York State, without reference to the conflicts rules of such state which might direct the application of the substantive law of any other jurisdiction. Unless GRC Insights otherwise elects, any litigation concerning this Agreement shall be tried exclusively in a court with subject matter jurisdiction located in Monroe County, New York, and the parties hereby irrevocably submit and consent to the personal jurisdiction of all such courts for this purpose. No action, regardless of form, arising out of this Agreement, shall be brought by Client more than two (2) years after such cause of action shall have accrued. This Agreement shall be deemed entered into on the earlier of: (i) the date when fully executed by the duly authorized representatives of the parties; or (ii) the date upon which GRC Insights begins performing Services for the Client pursuant to a SOW or a SLA.
