This Master Services Agreement ("Agreement") is entered into as of the Effective Date by and between Cirkadis, a California company with offices at 2680 Orbiter Street, Brea, CA 92821 ("Cirkadis"), and the Client identified on the signature page below.
1. Services. Cirkadis will provide professional services as described in one or more Statements of Work ("SOWs") executed under this Agreement. Each SOW will reference this Agreement and describe the specific services, deliverables, timelines, and fees for that engagement.
2. Independent Contractor. Cirkadis is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Neither party has any authority to bind the other.
3. Fees and Payment. Client will pay Cirkadis the fees set forth in each SOW. Unless otherwise specified, Cirkadis will invoice monthly for services rendered and expenses incurred, and Client will pay undisputed invoices within thirty (30) days of receipt.
4. Confidentiality. Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for the purposes of this Agreement, and to protect it with at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event with less than reasonable care.
5. Intellectual Property. Subject to Client's payment of all applicable fees, Cirkadis assigns to Client all right, title, and interest in the deliverables specifically created for Client under a SOW. Cirkadis retains all right, title, and interest in its pre-existing materials, methodologies, know-how, and general tools.
6. Warranties. Cirkadis warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CIRKADIS DISCLAIMS ALL OTHER WARRANTIES...
7. Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY'S LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE TWELVE MONTHS PRECEDING THE CLAIM...