19 - Master Service Agreement with SpearTip for 12-month cybersecurity professional services

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MSA 2020 - for use in North America the provisions of Section 15. Client will pay any disputed amounts within five calendar days after applicable disputed matters have been resolved. 3.5 Late Payment Interest; Convenience Fee. If Client does not pay an invoice within 20 calendar days after receipt, SpearTip may add an interest charge of one and one-half percent (1-1/2%) per month, or the maximum rate allowed by law if less; this interest will begin to accrue on the 211h day after Client's receipt of SpearTip's invoice and will accumulate on the outstanding balance on a daily basis until paid in full. Payments of invoices made by credit card will incur a convenience fee of 2.5% of the invoice amount, or the amount charged to SpearTip for processing; whichever is less. 4. CLIENT RESPONSIBILITIES 4.1 Client Personnel, Facilities and Resources. Client will provide SpearTip with timely access to appropriate Client personnel and will arrange for SpearTip personnel to have suitable and safe access to Client's facilities and systems. Client will also provide suitable office space and associated resources for SpearTip personnel working on-site, including all necessary computing and office support resources, and will undertake any other responsibilities described in the applicable SOW/Proposal. 4.2 Approvals and Information. Client will respond promptly to any SpearTip request to provide information, approvals, or authorizations that are reasonably necessary for SpearTip to perform the Services in accordance with the requirements of the SOW/Proposal. In addition, SpearTip may request instructions, directions or decisions from Client. SpearTip will document the requests and may present a default instruction, direction or decision. If the SOW/Proposal does not specify a period for Client's response, the time period will be seven (7) calendar days. If Client does not respond within the specified time period, SpearTip will be entitled to proceed on the basis of the default instruction, direction or decision, or in its reasonable discretion. 4.3 Sensor Issues. Client is responsible for resolving all sensor health issues. SpearTip may identify any sensor health issues to Client as part of its Deliverables. Client is responsible for investigating sensor issues including the deployment of appropriate sensors on all nodes, hosts or endpoints. SpearTip is not responsible for detecting and responding to malicious threats as result of blind spots in Client's network from the failure Client's failure to install appropriate sensors. 5. SPEARTIP RESPONSIBILITIES SpearTip's specific responsibilities in performing the Services including any service level agreements will be set out in the applicable SOW/Proposal. SpearTip's employees, consultants and agents will use reasonable business practices while performing the Services and will, as much as possible given the nature of the Services, observe the working hours, working rules, and policies of Client while working on Client's premises, including but not limited to compliance with Client's technology security handbook or Client's information technology policies. 6. CHANGE ORDERS 6.1 Changes to Statements of Work. Either party may propose changes to the scope, nature or time schedule of the Services being performed under an applicable SOW/Proposal. Requests for changes will be submitted to the other party in writing for consideration of feasibility and likely effect on the cost and schedule for performance of Services. The parties will mutually agree to any proposed changes, including resulting equitable adjustments to costs and schedules for the performance of Services. Proposed changes will be affected through written amendments to the affected SOW/Proposal, signed by both parties (referred to as "Change Orders"). SpearTip may proceed with performing changed work following receipt of an oral instruction to proceed by Client's Project Manager, as designated in the SOW/Proposal, or another authorized representative provided that SpearTip sends a written confirmation of such instruction to the Client Project Manager. 6.2 Effect on Prices. Amounts payable pursuant to Change Orders will be in addition to any compensation or expenses specified in the SOW/Proposal. If a Change Order will have the effect of delaying the expected completion date of any milestones under a SOW/Proposal, the amounts payable under the Change Order will include a reasonable carrying charge reflecting SpearTip's cost of funds for the rescheduled milestone(s). MSA 2020 2 Confidential and Proprietary