Last Updated / Effective Date: July 7, 2026

This Master Services Agreement (this “Agreement”) is by and between System Target, LLC, a Kansas limited liability company with its principal place of business at 4550 W 109th St, Suite 110, Overland Park, KS, 66211 (“Provider”), and the entity or individual executing an Order Form or Statement of Work that references or incorporates this Agreement (“Client”). This Agreement governs Client’s procurement and use of Provider’s Services. The “Effective Date” of this Agreement with respect to a specific Client shall be the effective date set forth in the fully executed Order Form or Statement of Work that first incorporates these terms.

Recitals

WHEREAS, Client desires to engage Provider to provide information technology vendor evaluation and professional services;

WHEREAS, Provider has the expertise and resources to provide such services;

WHEREAS, the parties wish to establish the terms and conditions under which Provider will provide the Services to Client pursuant to one or more Statements of Work (each, a “SOW”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

  • 1 “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, customer data, technical information, and the terms of this Agreement and any SOW.
  • 2 “Deliverables” means any reports, analyses, evaluations, software, documentation, or other materials developed or provided by Provider in connection with the Services.
  • 3 “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
  • 4 “Services” means the information technology vendor evaluation and professional services described in each SOW, including but not limited to assessing IT vendors, providing recommendations, consulting on IT strategies, and related professional services.
  • 5 “Statement of Work” or “SOW” means a physical or electronic document executed by both parties (including order forms) that incorporates this Agreement by reference and specifies the Services to be provided, the Deliverables, timelines, fees, payment terms, and any other project-specific terms.

 

2. Services

  • 1 Provider agrees to provide the Services to Client as described in each SOW. This online Agreement shall be deemed fully incorporated into and made a part of each SOW upon the mutual electronic or physical execution of such SOW by authorized representatives of both parties.
  • 2 Provider shall perform the Services in a professional and workmanlike manner, in accordance with industry standards and applicable laws, using personnel who are qualified and experienced in the relevant field.
  • 3 Provider may subcontract portions of the Services with Client’s prior written consent, but Provider remains fully responsible for the performance of any subcontractors.
  • 4 Client shall provide Provider with access to Client’s facilities, systems, data, and personnel as reasonably necessary for Provider to perform the Services, and shall cooperate with Provider in a timely manner.
  • 5 Any changes to the scope of Services in an SOW must be agreed upon in writing via a change order signed by both parties, which may adjust fees, timelines, or other terms accordingly.

 

3. Term and Termination

  • 1 This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year, unless earlier terminated as provided herein. It shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
  • 2 Either party may terminate this Agreement or any SOW:
    • (a) Upon thirty (30) days’ written notice if the other party materially breaches this Agreement or the SOW and fails to cure such breach within the notice period;
    • (b) Immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases business operations;
    • (c) For convenience upon ninety (90) days’ written notice, provided that Client pays for all Services performed up to the termination date and any non-cancellable expenses.
  • 3 Upon termination or expiration, Provider shall destroy all Client Confidential Information. Sections that by their nature should survive (e.g., confidentiality, intellectual property, indemnification, limitation of liability) shall continue in effect.

 

4. Fees and Payment

  • 1 Client shall pay Provider the fees specified in each SOW. Unless otherwise stated in the SOW, fees are based on time and materials at Provider’s standard rates or fixed fees as agreed.
  • 2 Provider shall invoice Client monthly or as defined in each SOW for Services performed and reimbursable expenses incurred. Reimbursable expenses include reasonable travel, lodging, and materials, subject to Client’s prior approval if exceeding $500.
  • 3 Invoices are due net fifteen (15) days from receipt unless otherwise stated in the SOW. Late payments accrue interest at 1.5% per month or the maximum rate allowed by law. Client may dispute invoices in good faith by providing written notice within ten (10) days, but must pay undisputed amounts.
  • 4 All fees exclude taxes, which Client shall pay unless Client provides a valid tax exemption certificate.

 

5. Confidentiality

  • 1 The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses for its own similar information, but no less than reasonable care. The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it except to its employees, subcontractors, or agents who need to know it and are bound by similar confidentiality obligations.
  • 2 Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed ; or (d) is received from a third party without restriction.
  • 3 If required by law, the Receiving Party may disclose Confidential Information after providing prompt notice to the Disclosing Party to allow it to seek protective measures.
  • 4 Upon termination or request, the Receiving Party shall return or destroy all Confidential Information.

 

6. Intellectual Property

  • 1 Client owns all right, title, and interest in and to any Deliverables created specifically for Client under an SOW, including all Intellectual Property Rights therein. Provider hereby assigns all such rights to Client upon full payment.
  • 2 Provider retains ownership of its pre-existing materials, methodologies, tools, and general know-how (“Provider IP”). Provider grants Client a non-exclusive, non-transferable, royalty-free license to use Provider IP solely as incorporated into the Deliverables for Client’s internal business purposes.
  • 3 Client grants Provider a limited license to use Client’s data and materials solely to perform the Services.
  • 4 Provider warrants that the Deliverables do not infringe third-party Intellectual Property Rights, except to the extent arising from Client-provided materials.

 

7. Representations and Warranties

  • 1 Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement does not violate any other obligation ; and (c) it will comply with all applicable laws.
  • 2 Provider warrants that the Services will be performed in accordance with the SOW and industry standards.
  • 3 EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

8. Indemnification

  • 1 Provider shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from any third-party claims arising from: (a) Provider’s gross negligence or willful misconduct; (b) infringement of Intellectual Property Rights by the Deliverables (excluding Client materials) ; or (c) violation of laws by Provider.
  • 2 Client shall indemnify Provider similarly for claims arising from Client’s materials or instructions.
  • 3 The indemnified party shall provide prompt notice of claims and cooperate in defense. The indemnifying party controls the defense but may not settle without consent if it admits liability or requires action by the indemnified party.

 

9. Limitation of Liability

  • 1 NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.
  • 2 EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

 

10. Insurance

  • 1 Provider shall maintain, at its expense, insurance coverage including: (a) commercial general liability ($1,000,000 per occurrence); (b) professional liability/errors and omissions ($2,000,000 per claim limit); (c) workers’ compensation as required by law ; and (d) cyber liability if handling sensitive data.
  • 2 Provider shall provide certificates of insurance upon request.

 

11. Miscellaneous

  • 1 Independent Contractor: Provider is an independent contractor, not an employee or agent of Client. Provider is responsible for its own taxes and benefits.
  • 2 Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control (e.g., acts of God, war), except for payment obligations.
  • 3 Assignment: Neither party may assign this Agreement without the other’s written consent, except in connection with a merger or acquisition.
  • 4 Governing Law: This Agreement shall be governed by the laws of the state of Delaware, without regard to conflict of laws principles. Disputes shall be resolved in the courts of Kansas.
  • 5 Notices: All notices shall be in writing. Notices to Provider shall be sent to its principal place of business set forth in the preamble. Notices to Client shall be sent to the physical or email address specified in the active SOW or Order Form.
  • 6 Entire Agreement & Online Modifications: This Agreement and any executing SOWs constitute the entire agreement, superseding prior understandings. Provider reserves the right to modify the terms of this online Agreement from time to time by posting a revised version to www.systemtarget.com/legal/msa. For any active SOW, the version of this Agreement online on the effective date of that specific SOW shall continue to govern that project for its duration. Updates to this page will not apply retroactively to active, pre-existing SOWs unless mutually agreed upon in a signed writing.
  • 7 Severability: If any provision is invalid, the remainder remains in effect.
  • 8 Waiver: No waiver is effective unless in writing.

 

11.9 Acknowledgment of Enforceability: Client explicitly acknowledges and agrees that its physical or electronic signature on an SOW or Order Form referencing www.systemtarget.com/legal/msa serves as absolute confirmation that Client has read, understood, and explicitly agreed to be bound by all terms, conditions, and provisions of this Master Services Agreement.