Master Service Agreement
The parties to this Master Services Agreement (the “Agreement”) are __________________, a ____________, whose address (for billing purposes) is ____________________________________, and its affiliates (collectively, “Customer”), and [name of AOS entity providing services] (“AOS”). For identification purposes, the date of this Agreement is the date it is signed by the last to sign of Customer and AOS. The purpose of this Agreement is to set forth the terms and conditions under which AOS will provide certain services for Customer.
1. Agreement structure. The signing of this Agreement by the parties creates a set of agreed-upon provisions that will be incorporated into contemporaneous and/or future documents (each called an “Addendum”) describing specific services to be performed by AOS for Customer. An Addendum must be signed by both parties and must state that it is made pursuant to this Agreement. Each Addendum, including the incorporated provisions of this Agreement, will constitute a separate contract. All references in this Agreement to “this Agreement” will be deemed to refer to the applicable Addendum and the incorporated provisions of this Agreement.
2. Amendments. All amendments must be clearly identified as an amendment to this Agreement or to a specified Addendum, and must be in writing and signed by authorized personnel of both parties. Any amendment to this Agreement will apply to each Addendum signed on or after the date of the amendment, and will apply to a previously executed Addendum if: (a) the amendment expressly so states; or (b) it is obvious from the context that it should apply to the prior Addendum and does not materially alter the previously established obligations of the parties under that Addendum.
3. Services. “Services” means the services to be provided by AOS, as specified in an Addendum.
4. Term and termination. Each Addendum will take effect when signed by both parties. The actual provision of Services will begin on the “Start Date” specified in the Addendum, which may or may not be the same as the effective date. Each Addendum will continue in effect until terminated by one of the parties in accordance with the paragraph of this Agreement titled “Termination for convenience”, but in the absence of such a termination for convenience: (a) if an Addendum specifies a term of months or a specific termination date, that Addendum will automatically terminate upon expiration of the “Initial Term” (defined as the period beginning on the Start Date and ending on the specified termination date or at the end of the specified number of months) unless the Addendum is renewed by the parties; or (b) if the Services consist of a specific project to be completed and no term of months or termination date is specified in the Addendum, the Addendum will automatically terminate upon completion of the project.
5. Charges. Each Addendum will specify all charges that Customer will pay AOS for the Services to be rendered pursuant to that Addendum.
6. Taxes. AOS will collect from Customer and transmit to the proper authorities all taxes that AOS is required by law to collect from Customer in connection with the transactions contemplated by this Agreement.
7. Invoices. Each invoice rendered by AOS will include an invoice number, a purchase order number or department number (which Customer will provide to AOS), the time period covered by the invoice, the amount of any applicable tax, and sufficient detail to allow Customer to determine the accuracy of the invoice. Except to the extent Customer has a right to withhold or delay payment pursuant to the express provisions of this Agreement, invoices will be paid within 30 days of the invoice date.
8. Disputed invoices. AOS will use commercially reasonable efforts to ensure the accuracy of invoices. Customer will timely pay all undisputed invoice items as provided above, and will notify AOS of any disputed invoice items not later than 60 days after the invoice date, or such invoice will be presumed to be correct. The parties agree to act reasonably to resolve any disputed items.
9. Force majeure. If either party is unable to perform, or is delayed in performing, an obligation under this Agreement because of circumstances outside its control (other than obligations to pay money): (a) the party so affected will promptly give notice to the other party and will use its best efforts to promptly resume performance and (b) subject to compliance with subpart (a) of this paragraph, the party so affected will not be liable for any failure or delay to perform its obligations under this Agreement to the extent such failure or delay is caused by circumstances outside that party’s control.
10. Service levels and remedies. With respect to any monetary remedy specified in an Addendum for AOS’s failure to meet a service level obligation, the parties agree that it would be extremely difficult to determine the amount of actual damages resulting from breach of such obligation, but that the amount specified in the Addendum to be paid to or withheld by Customer in the event of such a breach is a reasonable approximation of such damages and not a penalty, as liquidated damages and Customer’s sole and exclusive remedy for such failure.
11. Warranties. AOS represents and warrants: (a) that all Services will be performed in a professional manner, by qualified personnel, and in accordance with the terms of this Agreement and applicable industry standards; (b) that all tangible items furnished to Customer under this Agreement will be of the quality, size and dimensions requested by Customer or required by the terms of this Agreement, will be free from defects in materials and workmanship, and will be fit for the intended purpose; (c) that in performing the Services, AOS will not make unauthorized use of any trade secrets or confidential or proprietary information of a third party; and (d) that AOS will have all right, title, ownership, marketing and other rights required to furnish all Services and tangible items to be provided to Customer under this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CREATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Independent contractor. It is agreed and understood that AOS’s relationship to Customer is that of an independent contractor. Neither party will be deemed to be a partner, agent, employee or joint venturer of the other party. AOS and its employees, agents and contractors will not represent or imply that they are employees, agents, partners or joint venturers of Customer. All persons performing AOS’s obligations under this Agreement will be considered to be solely the employees, contractors or agents of AOS or its contractors, and AOS and its contractors will be responsible for ensuring there is payment of any and all salaries, wages, payroll taxes, insurance and other items payable to or on behalf of such personnel, and for maintaining worker’s compensation insurance on such personnel.
13. Compliance with law. In performing AOS’s obligations under this Agreement, AOS and its personnel will comply with all applicable laws, ordinances, rules and regulations.
14. Personnel on site. If any portion of the Services will be performed at Customer’s premises, AOS’s personnel will comply with Customer’s site rules at all times while on Customer’s premises. Customer will provide AOS with a copy of its then-current site rules.
15. Non-solicitation of employees. Each party agrees not to hire or solicit for employment (or as an individual independent contractor) any employee of the other party until 6 months after the date such person terminates employment with the other party. AOS further agrees not to hire or solicit for employment (or as an individual independent contractor) any other individual while he or she is performing services for Customer pursuant to a contract. If this paragraph is breached by the hiring of an employee of Customer or AOS, damages for such breach are agreed to be equal to the demonstrated cost of training a replacement for such individual. This paragraph does not apply to the hiring or solicitation of any individual who did not become known to the hiring or soliciting party as a result of the relationship between Customer and AOS created by this Agreement.
16. Insurance. AOS agrees to obtain such insurance as it deems necessary and/or appropriate for the services to be provided under each Addendum.
1. It is understood and agreed that, in seeking the professional services of AOS, Customer may be requesting AOS to undertake uninsurable obligations for the Customer’s benefit and, in connection therewith, AOS may encounter the presence or potential presence of hazardous substances or contaminants at Customer’s site. Therefore, Customer hereby indemnifies and agrees to defend and hold AOS harmless against and from any and all loss, cost, damage, liability and expense incurred by AOS arising from the presence or potential presence of any hazardous substance or contaminant at Customer’s site. Such cost and expense shall include, without limitation, (i) reasonable attorneys’ fees and costs of litigation, (ii) reasonable costs arising from any investigation of any governmental agency for purported violation of any environmental law or regulation relating as hazardous substances; (iii) costs of any investigative response, clean-up or remedial actions with respect to the same; and any and all of the foregoing which AOS may be required under any applicable law or regulation to take, cause to be taken, or pay for.
2. Except as provided in subparagraph a above, and to the extent provided in Section 34, AOS shall indemnify and agrees to defend and hold Customer harmless against and from any and all loss, cost, damage, liability and expense incurred by Customer as a result of negligent acts, negligent errors, negligent omissions or willful misconduct on the part of AOS or AOS’s agents, employees or subcontractors in the performance of this Agreement, excepting such liability as may arise out of Customer’s negligence or willful misconduct.
18. Confidentiality. For purposes of this Agreement, Customer’s “Confidential Information” consists of: (a) all non-public information (including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans) relating to Customer’s business (or to the business of Customer’s licensors, suppliers or other trading partners) that is either marked or otherwise identified as confidential or proprietary, or that a reasonable person would understand to be considered confidential by Customer (even if not so marked or identified); and (b) all information that Customer is obligated by law to treat as confidential for the benefit of third parties, including but not limited to personal, financial, and/or health information about individuals who have applied for or purchased financial products or services from Customer. AOS acknowledges that, in connection with the performance of this Agreement or otherwise in the course of its dealings with Customer, AOS may receive Confidential Information from Customer or may otherwise have access to or learn of Customer’s Confidential Information. In the absence of Customer’s prior written consent to a specific disclosure or use, AOS will not disclose to any third party any of Customer’s Confidential Information, either orally or in writing, and will not appropriate any of Customer’s Confidential Information to AOS’s own use or to the use of any third party. Confidential Information that is provided by Customer to AOS will be used by AOS and its agents only for the purpose for which it was provided, and access to such information will be restricted to individuals who require the information (or access to the information) to further that purpose. Without limiting any of the foregoing, AOS will take at least such precautions to protect Customer’s Confidential Information as AOS takes to protect its own confidential information, and in any event will take all precautions that are reasonably necessary to protect the security of Customer’s Confidential Information. Upon Customer’s request, AOS will return to Customer all tangible items containing any of Customer’s Confidential Information, including all copies, abstractions and compilations thereof, without retaining any copies of the items required to be returned. Whether or not affiliates are included in the term “Customer” for purposes of this Agreement in general, they will be treated as being so included for purposes of the confidentiality provisions of this Agreement. Accordingly, the Confidential Information of Customer’s affiliates will be considered part of Customer’s Confidential Information.
19. Notification obligation. Upon learning of any unauthorized disclosure or use of Customer’s Confidential Information, AOS will notify Customer promptly and cooperate fully with Customer to protect Customer’s Confidential Information.
20. Disclosure required by law. If AOS believes it is required by law or by a subpoena or court order to disclose any of Customer’s Confidential Information, then prior to any disclosure AOS will promptly notify Customer in writing, attaching a copy of the subpoena, court order or other demand, and AOS will make all reasonable efforts to allow Customer an opportunity to seek a protective order or other judicial relief.
21. Non-restricted information. Except as stated in the final sentence of this paragraph, nothing in this Agreement will be construed to restrict disclosure or use of information that: (a) was in the possession of or rightfully known by AOS, without an obligation to maintain its confidentiality, prior to receipt from Customer; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by AOS in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by AOS without the participation of individuals who have had access to Customer’s Confidential Information. AOS acknowledges that certain laws governing information about individuals are more restrictive than the foregoing statements, and AOS agrees to comply in all respects with such laws.
22. Duration of obligations. The obligations imposed by this Agreement with respect to Confidential Information will survive termination of this Agreement and will remain in effect with respect to each item of Confidential Information until that information becomes unprotected under the terms of the paragraph above titled “Non-restricted information”. However, if applicable law sets a maximum period for the duration of obligations of nondisclosure and non-appropriation of confidential information, the obligations imposed by this Agreement with respect to each item of Confidential Information (other than trade secrets and other than information about individuals that is protected by law) will remain in effect only until such period expires.
23. Electronic file transfers. If data files will be transferred electronically between the parties in connection with the performance of Services under this Agreement, the details pertaining to such file transfers will be set forth in the applicable Addendum. In connection with such file transfers, each party agrees to comply with the security requirements specified in the applicable Addendum, and to use all commercially reasonable efforts to safeguard data belonging to the other party that is in its possession or control.
24. Computer system access. If AOS will have access to any part of Customer’s computer system in the course of performing under this Agreement, the provisions of this paragraph will apply. AOS and its personnel will use such access solely to perform AOS’s obligations under this Agreement, and will not attempt to access any Customer system, electronic file, software or other electronic service except as specifically required to perform such obligations. AOS will limit access to Customer’s computer system to those of its personnel who require such access in order to perform AOS’s obligations under this Agreement, and will provide Customer with a list of the names of all such individuals. AOS agrees that each of its personnel who have access to Customer’s computer system: (a) will be assigned a separate log-in ID by Customer and will use only that ID when logging on to Customer’s system; (b) will log-off Customer’s system immediately upon completion of each session of service; (c) will not allow the use of his or her log-in ID or password by other individuals to access Customer’s computer system; and (d) will keep strictly confidential the log-in ID and all other information that enables such access. In addition, AOS and its personnel will strictly follow all other Customer security rules and procedures for the use of Customer’s electronic resources that are provided by Customer from time to time. AOS will promptly notify Customer upon termination of employment or reassignment of personnel with access to Customer’s computer system so that login IDs may be changed and other necessary preventive measures may be taken by Customer to prevent unauthorized access. If Customer revises the requirements for access to its computer system, AOS will be notified of the changed or additional requirements and will comply with them as a prerequisite to further access. Each individual who is to be allowed access to Customer’s computer system will be required by Customer to read a summary of the conditions under which such access is allowed, and to sign that summary indicating they understand their responsibilities in connection with such access. AOS understands and agrees that: (i) any access by AOS personnel to Customer’s live environment is subject to monitoring by Customer; (ii) AOS personnel will make no change to any Customer system without Customer’s prior approval for the specific change; and (iii) all user identification numbers and passwords disclosed to AOS and any information obtained by AOS as a result of AOS’s access to or use of Customer’s computer and electronic storage systems will be considered Confidential Information of Customer. AOS will cooperate fully with Customer in the investigation of any apparent unauthorized access to Customer’s computer or electronic data storage systems by AOS or its personnel.
25. Remote access. If AOS will have remote access to any part of Customer’s computer system in the course of performing under this Agreement, the provisions of this paragraph will apply in addition to all provisions of the paragraph titled “Computer system access”. AOS agrees: (a) to use only a remote access method approved by Customer; (b) to provide Customer with the full name of each individual who will have remote access to Customer’s computer system and the phone number at which the individual may be reached while connected to Customer’s system If the connection to Customer’s network is an ongoing connection such as frame relay or T1 line, access will be allowed only if Customer receives satisfactory evidence that AOS’s firewall is maintained with adequate security, as determined by TruSecure Corporation or by another independent third-party reviewer acceptable to Customer.
26. Equitable relief. In that any breach of the confidentiality provisions of this Agreement is likely to cause irreparable harm to Customer for which damages will be an inadequate remedy, AOS agrees that any court of competent jurisdiction may enter an order restraining such breach.
27. Prohibition on publicity. Neither party may advertise or promote itself using the name, service mark or description of the other party, without the written consent of the other party in the case of each such use.
28. Termination for convenience. If the applicable Addendum states that AOS guarantees that the Services will be made available to Customer for a specified period of time, then AOS agrees that, absent a material breach by Customer, AOS will make the Services available to Customer for at least the period of time so specified in the Addendum. Otherwise, AOS may terminate the Addendum without cause by: (a) giving Customer 30 days’ written notice that it is terminating the Addendum for convenience; and (b) refunding to Customer the unearned portion of any payments made in advance by Customer in connection with the Services. Customer may terminate an Addendum at any time without cause by providing 30 days’ written notice to AOS, in which case AOS will refund to Customer the unearned portion of any payments made in advance by Customer in connection with the Services.
29. Material breach. The voluntary or involuntary commencement of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against either party or the appointment of a receiver for all or substantially all of either party’s assets will be considered a material breach of this Agreement by such party.
30. Effect of termination. Termination of an Addendum will not terminate this Agreement, and the parties will remain free to enter into any future Addendum pursuant to this Agreement. In addition, termination of an Addendum will not relieve either party of any previously accrued obligations or of any obligations that by their nature are intended to survive termination. In addition to obligations relating to Confidential Information, which survive subject to the terms of the paragraph of this Agreement titled “Duration of obligations”, obligations that survive termination will include but not be limited to obligations in connection with warranties and indemnification.
31. Customer property. All items furnished by Customer to AOS in connection with AOS’s performance of the Services will remain the property of Customer unless otherwise expressly stated in the Addendum. Upon termination of an Addendum for any reason (or when items are no longer needed by AOS for the performance of the Services, if earlier), AOS will promptly return the Customer property to Customer or, at Customer’s option, allow Customer to retrieve it.
32. Dispute resolution. In the event of any dispute arising out of or relating to this Agreement, the parties agree to attempt in good faith to resolve the dispute first by direct negotiation and then, if that is not successful, by mediation with a neutral third-party mediator acceptable to both parties. Mediation expenses will be shared equally by the parties. Any dispute arising out of or relating to this Agreement which is not settled by agreement of the parties within a reasonable time will be settled exclusively in a binding arbitration by a single arbitrator. The location of any arbitration proceeding will be in Johnson County, Kansas. The arbitration will be governed by the Federal Arbitration Act. The arbitrator will be selected and the arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), except that the provisions of this Agreement will control over the AAA rules. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing, but will otherwise bear their respective costs incurred in connection with the arbitration. Depositions will not be allowed, but information may be exchanged by other means. The parties agree to use their best efforts to ensure that the arbitrator is selected promptly and that the arbitration hearing is conducted no later than 3 months after the arbitrator is selected. The arbitrator must decide the dispute in accordance with the substantive law which would govern the dispute had it been litigated in court. This requirement does not, however, mean that the award is reviewable by a court for errors of law or fact. Following the arbitration hearing, the arbitrator will issue an award and a separate written decision that summarizes the reasoning behind the award and the legal basis for the award. The arbitrator may not require one party to pay another party’s costs, fees, attorneys’ fees or expenses. The award of the arbitrator will be binding on each party. Judgment upon the award may be entered in any federal district court.
33. Limitations on remedies.
1. In no event will AOS be liable for any damages or loss caused by Customer’s failure to perform its responsibilities, or under any circumstances for lost profits, consequential or incidental damages arising out of any alleged breach by AOS.
2. In all events, Customer’s sole and exclusive remedy under the Agreement and/or any Addendum with AOS will be to terminate the Agreement.
3. With respect to any claimed defects in hardware, Customer agrees to look solely to the manufacturer. In all events Customer shall first give AOS thirty days written notice of any alleged breach and the opportunity to contact the manufacturer to cure such breach (if such breach cannot be cured within said thirty-day period, AOS shall have such additional time as is reasonably necessary to contact the manufacturer concerning the same..
4. Irrespective of the provisions of this paragraph 33, AOS, at its sole option, may choose to repair the system, replace the system or refund monies without incurring any liability to Customer. Should AOS elect to repair, replace or refund monies AOS’ shall not undertake any expenditure in excess of any monies paid to AOS by Customer.
34. Non-waiver. No term or provision of this Agreement will be deemed waived and no breach will be deemed excused unless such waiver or consent will be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other will constitute a consent to, waiver of, or excuse for any different or subsequent breach.
35. Partial invalidity. If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect. In addition, the parties or the court will modify any unenforceable provision so as to make it enforceable under applicable law, while keeping the modified provision as consistent as possible with the original intent of the parties.
36. Assignment. Neither party’s rights or obligations under this Agreement (except the right to receive money) will be assigned or delegated without the written consent of the other party, except that either party may without such consent assign all of its rights and delegate all of its obligations under this Agreement to an entity: (a) which such party owns or controls; (b) by which such party is owned or controlled; or (c) which is under common ownership or control with such party. In addition, Customer may with AOS’s consent assign its rights and delegate its obligations under this Agreement to an entity to which Customer transfers substantially all of its assets relating to this Agreement. Any consent required by this paragraph will not be unreasonably withheld, conditioned or delayed. In the case of any assignment permitted hereunder without the other party’s consent, the assignor will promptly notify the non-assigning party in writing of the assignment and will include in its notice a statement of the facts that permit assignment without consent.
37. Successors and assigns. This Agreement will inure to the benefit of and be binding upon the respective successors and assigns, if any, of the parties. Nothing in this paragraph will be construed to permit any attempted assignment that would be unauthorized pursuant to any other provision of this Agreement.
38. Construction. The paragraph headings in this Agreement are for reference purposes only and will not be deemed a part of this Agreement. The wording used in this Agreement is the wording chosen by the parties to express their mutual intent, and no rule of strict construction will apply against either party.
39. Entire agreement. If Customer’s purchase order form is provided to AOS in connection with this Agreement, the terms and conditions of that form will be superseded by the provisions of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
40. Governing law. This Agreement will be governed by the laws of the State of Kansas, without reference to conflict of law principles. However, if any version of the Uniform Computer Information Transactions Act (UCITA) is or becomes a part of the law of the aforementioned state, said statute will not govern any aspect of this Agreement, and instead the law as it existed prior to the enactment of that statute will govern.
41. Consents, permissions and approvals. If a provision of this Agreement requires one party to obtain the other party’s written consent, permission or approval (or similar indication of agreement) with respect to a specified matter, such consent, permission or approval (or similar indication of agreement) will, unless otherwise expressly stated in the applicable provision of this Agreement, be valid if and only if it is given on a paper document manually signed in ink by an authorized representative of the party giving such consent, permission or approval (or similar indication of agreement). Notwithstanding the foregoing: (a) if the party’s authorized representative faxes such a manually-signed paper document to the other party, the faxed copy of the manually-signed paper document will be valid to the same extent as the original; and (b) in no event may any provision of this Agreement be changed via email or by any document which is signed by only one party.
42. Notices. If a provision of this Agreement specifies that a “notice” to the other party must be “written” or “in writing”, or that a party is to “notify” or give “notification” to the other party in writing, then the written notice, to be valid, must comply with the following requirements unless (and to the extent) the provision of this Agreement in which the written notice is referenced expressly allows deviation from these requirements. The requirements are as follows: (a) the notice must be written on a paper document that is addressed to the party’s designated notice recipient and is either faxed to the notice recipient’s fax number shown below or delivered to the notice recipient’s address shown below; and (b) except in the case of a faxed notice, delivery of the notice must either be in person (with a signature from the notice recipient acknowledging the date of receipt), or through the use of an independent courier that provides or maintains a record of the delivery date, or by prepaid certified or registered mail with a return receipt requested. Written notices that meet these requirements will be deemed to have been “given”: (i) in the case of a faxed notice, when the transmitting party obtains machine confirmation that all pages of the faxed notice have been successfully transmitted to the correct fax number; (ii) in the case of a notice sent by courier, when the notice is actually delivered to the notice recipient’s address; and (iii) in the case of certified or registered mail, three days after the notice is deposited in the U.S. Mail, properly addressed and with postage prepaid. The parties’ designated notice recipients, along with their respective addresses and fax numbers, are set forth below. Either party may change its designated notice recipient, or the fax number or address of the notice recipient, by giving written notice to the other in compliance with the provisions of this paragraph.
Notices to Customer: Notices to AOS:
12851 Foster Street
Overland Park, KS 66213
Facsimile #: Facsimile #:
THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY SIGNING BELOW AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY.
Printed name: ____________________________
Printed name: ____________________________
This Addendum is made pursuant to the Master Services Agreement (the “Agreement”) between __________________, a ____________, and its affiliates (collectively, “Customer”), and [name of AOS entity providing services] (“AOS”). This Addendum incorporates all terms and provisions of the Agreement.
– Customer is signing the Agreement on the same date as it signs this Addendum.
– Customer signed the Agreement on .
– AOS will begin providing the Services immediately after this Addendum is signed by both parties.
– AOS will begin providing the Services .
When Addendum terminates
– This Addendum will terminate on completion of the project described below in the description of Services.
– This Addendum will have an Initial Term of months.
– This Addendum will have an Initial Term ending on .
– This Addendum will remain in effect until terminated by one of the parties in accordance with the Agreement.
– AOS does not anticipate using any subcontractors in connection with this Addendum, and will not subcontract any work without Customer’s advance written consent.
– Customer consents to AOS’s use of subcontractor(s) to perform the following services:
– The above consent applies only to AOS’s use of the following designated subcontractors:
Customer’s consent for the use of any other subcontractor must be obtained separately in writing.
– The above consent applies to AOS’s use of subcontractors to be selected by AOS in its reasonable discretion.
Description of Services
Service levels and associated remedies
Electronic file transfers
Data security requirements
Continuity of Services
Computer system access
– AOS personnel will not require access to Customer’s computer system in order to perform the Services.
– AOS personnel will require access to Customer’s computer system in order to perform the Services. Such access will be given only if a Customer information security officer has verified that the access is appropriate and is only at the level necessary to enable the performance of this Addendum.
Each party represents that the individual signing below on its behalf has read this Addendum, understands it, and has full authority to bind such party.
Printed name: ____________________________
Printed name: ____________________________