Date: 05/05/2025
1. Description of Services
1.1 Scope of Services.
Dealnox Tech will provide the services and deliverables (“Services”) described in one or more Statements of Work (each, a “SOW”) executed by the parties. Each SOW is incorporated into this Master Services Agreement and may include, without limitation, data, reports, test plans, documentation, software, and any other deliverables specified therein (each, a “Deliverable”). Invoiced items shall be deemed part of the applicable SOW.
1.2 Order of Precedence.
If there is any conflict between this Agreement and an SOW, the SOW shall govern. No additional terms (including those in a Customer purchase order or similar document) will apply unless expressly agreed in writing by Dealnox Tech.
2. Changes to Services
Any requested modification to the scope, timing, or specifications of the Services must be documented in a written change request (a “Change Order”). Each Change Order, once approved by both parties, becomes part of the applicable SOW and this Agreement.
3. Term, Renewal & Termination
3.1 Term.
This Agreement commences on the date the first SOW is mutually executed and remains in force until (a) all Services and Deliverables under all SOWs have been completed and accepted, or (b) this Agreement is terminated in accordance with Section 3.2 or 3.3, whichever occurs first.
3.2 Termination for Cause.
If either party materially breaches its obligations under this Agreement or any SOW and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach, the non-breaching party may terminate this Agreement (or the affected SOW) by providing written notice effective upon the date specified in that notice.
3.3 Termination for Insolvency.
Either party may immediately terminate this Agreement (or the affected SOW) upon written notice if the other party:
- Becomes insolvent or is adjudicated bankrupt;
- Has a receiver, administrator, or similar officer appointed over its assets;
- Enters into any composition, assignment, or other arrangement with its creditors; or
- Otherwise commences or is subject to any proceeding under applicable insolvency laws.
3.4 Effect of Termination.
Upon termination:
a. The Customer shall pay all undisputed fees for Services rendered and Deliverables delivered through the termination date.
b. Each party shall promptly return or, at the disclosing party’s option, destroy all Confidential Information, materials, and property belonging to the other (other than Deliverables for which fees have been paid).
c. All rights and obligations that by their nature survive termination (e.g., payment, confidentiality, indemnity) shall remain in effect.
Below is a refined, professionally drafted version of Sections 4–6, with “Infinitrix” replaced by Dealnox Tech and enhanced for clarity and consistency.
4. Service Delivery Method
Dealnox Tech shall determine the methods, processes, and personnel (including third-party subcontractors) used to perform the Services. Dealnox Tech remains fully responsible for the performance and quality of all Services and Deliverables, regardless of whether subcontractors are engaged.
5. Fees and Expenses
5.1 Fees.
The Customer shall pay Dealnox Tech the fees set forth in the applicable Statement of Work or invoice, in the amounts and according to the payment schedule specified therein.
5.2 Expenses.
The Customer shall reimburse Dealnox Tech for reasonable out-of-pocket expenses (e.g., travel, lodging) incurred in connection with the Services, provided that such expenses have either been pre-approved by the Customer or are consistent with Dealnox Tech’s standard travel policy.
5.3 Taxes.
All fees are exclusive of transaction-based taxes, including sales, use, consumption, value-added, or other indirect taxes (“Taxes”). If Dealnox Tech is required to collect any such Taxes, the Customer shall pay them in addition to the stated fees. For exemptions, the Customer must provide valid exemption certificates prior to invoicing.
5.4 Payment Terms.
Unless otherwise agreed in the Statement of Work, Customer shall pay all undisputed invoices within twenty (20) business days of receipt. Overdue amounts shall accrue interest at 2.0% per month (or the maximum rate permitted by law, if lower). Failure to pay within thirty (30) days constitutes a material breach, entitling Dealnox Tech to suspend Services and/or terminate this Agreement.
6. Confidential Information
6.1 Definition.
“Confidential Information” means any non-public information disclosed (orally, in writing, or by inspection) by one party (“Discloser”) to the other (“Recipient”), including business plans, technical data, product designs, software, financial information, customer lists, and know-how.
6.2 Recipient Obligations.
The Recipient shall:
a. Use Confidential Information solely for performance under this Agreement;
b. Restrict disclosure to its employees, subcontractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as these; and
c. Protect Confidential Information with the same degree of care it uses to safeguard its own confidential materials, but in no event less than reasonable care.
6.3 Exclusions.
Confidential Information does not include information that:
a. Is or becomes publicly known through no breach by the Recipient;
b. Was rightfully in the Recipient’s possession prior to disclosure without confidentiality obligations;
c. Is independently developed by the Recipient without use of the Discloser’s Confidential Information; or
d. Is lawfully obtained from a third party without confidentiality restrictions.
6.4 Legal Compulsion.
If the Recipient is required by law, regulation, or court order to disclose Confidential Information, it shall promptly notify the Discloser (unless prohibited) and cooperate in seeking protective measures.
6.5 Remedies.
The parties agree that any unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Accordingly, the Discloser is entitled, in addition to other remedies, to seek injunctive relief to enforce these confidentiality obligations.
Below is an enhanced, professionally refined version of Sections 7–9, updated for Dealnox Tech and optimized for clarity, legal precision, and readability.
7. Customer Authority, Environment Safeguards & Indemnity
7.1 Authority.
The Customer represents and warrants that it has full power and authority to engage Dealnox Tech to perform the Services set forth in the applicable Statement of Work (including any security assessments, penetration tests, or evaluations on the Customer’s or a third party’s live production systems, applications, facilities, or environments, collectively the “Systems”).
7.2 Production Environment.
The Customer shall not request or authorize any Services against a live production environment unless explicitly identified and agreed in the Statement of Work.
7.3 Contingency Planning.
For each System subject to testing or evaluation, the Customer must maintain and provide Dealnox Tech with a comprehensive business-resumption and contingency plan (the “Plan”). At minimum, the Plan must:
- Provide for regular backups of all program and data files;
- Safeguard against equipment failure;
- Include disaster recovery and continuity procedures; and
- Ensure integrity and confidentiality of all data and applications.
7.4 Indemnity.
Except in the case of Dealnox Tech’s willful misconduct or gross negligence, the Customer agrees to indemnify, defend, and hold harmless Dealnox Tech, its affiliates, and their respective officers, directors, employees, agents, and customers from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:
- Any failure of the Customer’s Plan;
- Disruptions or damages to the Systems caused by the performance of Services; or
- Any third-party claims resulting from the Customer’s failure to comply with Sections 7.1–7.3.
8. Mutual Representations & Warranties
Each party represents and warrants that:
- It has the full corporate power and authority to enter into and perform this Agreement.
- This Agreement has been duly executed and constitutes a valid, binding obligation enforceable in accordance with its terms.
Dealnox Tech further warrants that all Services will be performed in a professional manner consistent with industry standards applicable to the scope of work described in the relevant Statement of Work.
9. DISCLAIMER & LIMITATION OF WARRANTIES
9.1 Disclaimer of Implied Warranties.
Except as expressly provided in Section 8, Dealnox Tech disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
9.2 Third-Party Products and Services.
Dealnox Tech makes no warranty regarding third-party products, software, or services that may be integrated with or delivered as part of the Services or Deliverables. Any such third-party offerings are subject to the separate terms and warranties of their respective providers.
10. Limitation of Liability
10.1 No Consequential Damages.
Except for (a) obligations under Section 6 (Confidentiality), or (b) liability arising from a party’s fraud or willful misconduct, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages — including, without limitation, lost profits, loss of business, or loss of goodwill — arising out of or in connection with this Agreement, the performance of Services or Deliverables, or any alleged breach, even if advised of the possibility of such damages.
10.2 Cap on Direct Damages.
Subject to Section 10.1 and excluding any amounts recoverable under indemnification, each party’s aggregate liability for direct damages arising out of or relating to this Agreement, its performance, the Services, or any breach shall not exceed the total fees actually paid or payable by the Customer to Dealnox Tech under the SOW giving rise to the claim.
10.3 Fundamental Basis.
The parties agree that these limitations and exclusions of liability are essential to the allocation of risk under this Agreement and that neither party would have entered into this Agreement without these provisions.
11. Intellectual Property Rights
11.1 Ownership
- Dealnox Tech IP. Dealnox Tech retains all right, title, and interest in and to its pre-existing intellectual property, including tools, utilities, software, methodologies, processes, strategies, models, and any enhancements or derivatives thereof (“Dealnox Tech IP”).
- Customer IP. The Customer retains all right, title, and interest in and to its pre-existing intellectual property, data, and materials (“Customer IP”).
Nothing in this Agreement shall be construed as a transfer of ownership of either party’s IP.
11.2 Customer License to Dealnox Tech
To enable Dealnox Tech to perform the Services, the Customer grants Dealnox Tech a royalty-free, non-sublicensable, non-exclusive, and revocable license to use, reproduce, and modify Customer IP solely as necessary to fulfill its obligations under this Agreement. All use of Customer IP by Dealnox Tech shall be subject to the confidentiality obligations in Section 6.
11.3 Customer License to Deliverables & Dealnox Tech IP
Upon full payment of all fees due for the applicable Statement of Work:
- The Customer is granted a non-exclusive, worldwide, perpetual, royalty-free license to use the Deliverables and any Dealnox Tech IP embedded therein solely for its internal business operations as specified in the applicable SOW.
- The Customer may not sublicense, distribute, sell, or otherwise commercially exploit the Deliverables or underlying Dealnox Tech IP separate from the packaged Deliverables.
11.4 Dealnox Tech’s Continuing Rights
Dealnox Tech shall retain ownership of all Dealnox Tech IP—even if incorporated into a Deliverable. Any improvements, modifications, or derivative works created by Dealnox Tech during the performance of Services shall likewise vest exclusively in Dealnox Tech.
11.5 Effect of Termination or Non-Payment
- If this Agreement or a specific SOW is terminated prior to completion, Dealnox Tech’s obligation is limited to delivering only those portions of the Deliverables for which the Customer has paid in full.
- No license to incomplete Deliverables or underlying Dealnox Tech IP shall be granted until all undisputed fees for those Services are paid.
- Dealnox Tech disclaims all warranties (express or implied) regarding any partial or incomplete Deliverables delivered under these circumstances.
12. Non-Solicitation
During the term of this Agreement and for a period of one (1) year thereafter, the Customer agrees not to directly or indirectly solicit, recruit, or hire any Dealnox Tech employee, contractor, or consultant whom the Customer has had contact with in connection with this Agreement, unless through a general public recruitment process (e.g., advertising or job postings) not specifically targeted at Dealnox Tech personnel. The Customer acknowledges that any breach of this provision may cause Dealnox Tech irreparable harm, entitling Dealnox Tech to seek injunctive relief (without requirement of posting a bond) in addition to any other remedies available at law or in equity.
13. Notices
All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement (each, a “Notice”) must be in writing and addressed to the intended recipient at the address specified in the applicable Statement of Work or as otherwise designated in writing. Notices will be deemed effective:
- Upon delivery, if delivered personally;
- One (1) business day after sending, if sent by a recognized overnight courier service; or
- Three (3) business days after mailing, if sent by certified or registered mail, postage prepaid.
Either party may change its address for Notices by giving notice to the other in accordance with this Section.
14. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations (excluding payment obligations) under this Agreement if and to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, civil unrest, labor disputes, pandemics, shortages of supplies or transportation, governmental actions, or internet or telecommunications failures. The affected party must promptly notify the other in writing of the cause and expected duration of the delay. Performance shall resume as soon as reasonably practicable after the event concludes.
15. Dispute Resolution
15.1 Amicable Negotiation.
The parties shall first attempt to resolve any disagreement, claim, or controversy arising out of or relating to this Agreement (a “Dispute”) through good-faith negotiations and other alternative dispute-resolution methods prior to initiating formal proceedings.
15.2 Written Notice & Claim Procedure.
If the parties are unable to resolve the Dispute informally within thirty (30) days of initial notification, the aggrieved party may deliver a written notice of claim to the other party, setting forth the nature and basis of the Dispute. The recipient shall acknowledge receipt in writing and shall have thirty (30) days from receipt to respond and attempt to resolve the claim.
15.3 Arbitration.
If the Dispute is not resolved through negotiation or the claim procedure within sixty (60) days of the initial notice of claim, it shall be finally settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect.
- Seat & Venue: Houston, Texas, USA
- Governing Rules: AAA Commercial Arbitration Rules
- Number of Arbitrators: One (1) independent arbitrator, mutually selected by the parties; if the parties cannot agree, the AAA will appoint the arbitrator.
- Language: English
- Emergency Measures: The arbitrator may grant interim or emergency relief in accordance with the AAA’s Optional Rules for Emergency Measures of Protection.
15.4 Governing Law.
This Agreement, and any Dispute arising out of or in connection with it (including non-contractual claims), shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.
16. Miscellaneous
16.1 Entire Agreement.
This Master Services Agreement, together with all incorporated Statements of Work and Change Orders, constitutes the complete and exclusive understanding between the parties concerning its subject matter, superseding all prior discussions, proposals, and agreements—even if in writing or oral. This clause does not limit liability for fraud or willful misconduct.
16.2 Interpretation.
The parties have each participated in negotiating and drafting this Agreement. Accordingly, no rule of construction that ambiguities be resolved against the drafter shall apply.
16.3 No Implied Waivers.
No action, inaction, or course of conduct of either party shall constitute a waiver of any right or remedy under this Agreement, except by a written instrument signed by the waiving party. Consent to one act by a party does not imply consent to any subsequent act.
16.4 Severability.
If any provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, that provision shall be reformed only to the extent necessary to make it enforceable or, if that is not possible, be severed, and the remainder of the Agreement shall remain in full force and effect.
16.5 Amendments.
Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.
16.6 Headings.
Section headings are for convenience only and do not affect interpretation of this Agreement.
16.7 Counterparts & Electronic Execution.
This Agreement may be executed in multiple counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered electronically (e.g., PDF or fax) shall have the same force and effect as original signatures.
16.8 Compliance Adjustments.
If any provision becomes invalid due to changes in applicable law, the parties shall negotiate in good faith to replace it with a valid provision that closely matches the original intent.
16.9 Process & Contact Updates.
Each party shall promptly notify the other in writing of any changes to its business processes or contact information that could affect performance under this Agreement.
16.10 Assignment.
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Dealnox Tech may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.
16.11 Accuracy & Notice of Changes.
Each party warrants that the information it provides (e.g., banking details, legal name, address) is accurate. Should any such information change, the providing party will notify the other in writing without delay. Failure to do so will render the defaulting party responsible for any resulting costs or losses.