Unmanned Safety Institute (USI)
Master Services Agreement

This Master Services Agreement (“Agreement”) is made and entered into by and between Unmanned Safety Institute, Inc. (also referred to as “USI,” “we,” “us,” or “our”) and the Client as referenced by the applicable Statement of Work (“Client,” “you” or “your”). This Agreement takes effect when Client executes a Statement of Work that incorporates the terms of the Agreement (the “Effective Date”). USI and Client may be referred to in this Agreement collectively as the “Parties”.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term and Termination. This Agreement shall take effect on the Effective Date and shall continue in effect for one (1) year and will automatically renew for successive terms of one (1) year each unless either party provides to the other of its intent to terminate this Agreement not less than thirty (30) days before the end of the calendar year (“Term”). Either party may immediately terminate this Agreement for cause if the other party otherwise materially breaches any provision of this Agreement and, if curable, such material breach remains un-remedied for a period of fifteen (15) days following receipt of written notice thereof. This Agreement, and any applicable Statement(s) of Work, shall terminate, effective upon delivery of written notice by either Party to the other Party of the following: (a) the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of the other Party; (b) the making of an assignment for the benefit of creditors by the other Party; or (c) the dissolution of the other Party.

2. Services. USI shall perform certain services for Client (“Services”) and deliver any requested deliverables, materials, and items, if any such deliverables are requested (“Deliverables”) as described in the written statement(s) of work mutually agreed upon and executed by the Parties (the “Statement(s) of Work”). 

3.  Fees and Invoicing. Client shall pay USI the fees as set forth in and according to the applicable Statement(s) of Work. Unless otherwise specified in the applicable Statement of Work, USI shall provide Client with an invoice for the fees incurred during the immediately preceding one‑month period on or before the last day of each calendar month. Each invoice shall describe in reasonable detail the Services performed, any Deliverables delivered or installed, and all associated time, fees and expenses. Unless otherwise specified in the applicable Statement of Work, Client shall pay all invoices within thirty (30) days of receipt and any tardy payment on invoices are subject to late charges at the maximum lawful rate permitted by Florida law.

4.  Warranties. Except as otherwise expressly provided in this Agreement and in any Statement of Work issued hereunder, no express or implied warranty is made with respect to the Services or Deliverables to be provided by USI hereunder, including without limitation any implied warranty of merchantability or fitness for a particular purpose.

5.  Confidentiality. The Parties may from time to time disclose to each other (both orally and in writing), in connection with the Services provided hereunder, certain financial, technical, legal, marketing, network, and other business information, reports, records, or data which the disclosing party deems, and the receiving party should consider, proprietary or confidential, and of independent economic value to the disclosing party (collectively, “Confidential Information”).The receiving party agrees to treat all Confidential Information provided by the disclosing party pursuant to this Agreement and any Statement(s) of Work issued hereunder as proprietary and confidential to the disclosing party, and the receiving party shall not (without the prior written consent of the disclosing party) disclose or permit disclosure of such Confidential Information to any third party, provided that the receiving party may disclose, on a need-to-know basis, such Confidential Information to its third party subcontractors who have signed non-disclosure agreements with the receiving party, and to current employees, officers, or directors, or legal or financial representatives as needed. The receiving party agrees to safeguard all Confidential Information of the disclosing party with at least the same degree of care (which in no event shall be less than reasonable care) as the receiving party uses to protect its own Confidential Information. The receiving party shall use the disclosing party’s Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. The receiving party further agrees not to use or disclose the disclosing party’s Confidential Information for its own benefit or for the benefit of others, except as otherwise authorized by this Agreement, the applicable Statement(s) of Work, or the disclosing party in writing. All Confidential Information transmitted or disclosed hereunder shall be and remain the property of the disclosing party, and the receiving party shall (at the disclosing party’s election) promptly destroy or return to the disclosing party any and all copies thereof upon termination or expiration of (1) this Agreement, the applicable Statement of Work, or both, or (2) upon the written request of the disclosing party. Upon the request of the disclosing party, any such destruction shall be certified in writing by the receiving party. If a third party seeks access to any of the disclosing party’s Confidential Information in the receiving party’s possession, the receiving party shall promptly notify the disclosing party of such action. Improper disclosure of any of either party’s Confidential Information is a material breach of this Agreement. The provisions of this section shall survive expiration or termination of this Agreement for any reason.

6.  Use of Client Name. Client agrees USI may use or refer to Client in any advertising, publicity, promotional, marketing, or other materials, media, or activities, using any name, trade name, trademark, service mark, logo, or any other designation of Client without the prior written consent of Client, as long as such disclosure is limited to stating that Client is a client of USI.

7.  Intellectual Property. Unless otherwise specifically agreed to in the Statement of Work, any and all reports, computer programs, documentation, specifications, Deliverables, products, work product, software, source code, algorithms, routines, graphics, files, enhancements, modifications, blueprints, diagrams, charts, functional descriptions, photographs, surveys, or other materials, writings, or works of authorship (and any drafts of the foregoing) created, developed, or prepared by USI, its employees, agents, or subcontractors in the course of performing the Services under this Agreement, as well as any derivative works derived all or in part from the same, (collectively, “Work Product”) shall not be deemed a “work for hire” for Client, and shall remain the sole property for the sole benefit of and belonging exclusively to USI. Other than any licensure or use rights granted in any Statement of Work, Client shall be deemed to have expressly disclaimed, any and all right, title, or interest in and to such Work Product.

8.  Mutual Indemnification. Client shall indemnify, defend, and hold harmless USI, and its officers, directors, employees, and agents from and against any and all claims, liability, expenses, causes of action, damages, losses, costs, expenses, attorneys’ fees, professional fees, and obligations including reasonable attorneys’ fees arising or allegedly arising in any manner out of, related to, or attributable to USI’s provision of Services under this Agreement or applicable Statement of Work(s). USI shall indemnify, defend, and hold harmless Client, and its officers, directors, employees, and agents from and against any and all claims, liability, expenses, causes of action, damages, losses, costs, expenses, attorneys’ fees, professional fees, and obligations including reasonable attorneys’ fees arising or allegedly arising in any manner out of, related to, or attributable to USI’s willful misconduct or gross negligence. These indemnification obligations shall survive expiration or termination of this Agreement for any reason.

9.  Limitation of Liability. Neither party to this agreement shall be liable to the other party for consequential, incidental, punitive, or indirect damages (including, but not limited to, lost profits or lost savings) arising from, relating to, or in connection with this Agreement or any Statement of Work issued hereunder, even if such party has been advised of the possibility of or could have foreseen such damages. USI’s aggregate liability hereunder shall in no event exceed the total fees paid by Client to USI under the applicable Statement(s) of Work. This limitation of liability applies regardless of the form of action, whether in contract, tort, or otherwise.

10.  Insurance. Client shall procure and maintain insurance for the entirety of the Term and for one year thereafter, in full force and effect with financially sound and reputable insurers qualified to do business in Florida of an amount and of a type acceptable to USI. USI shall be named as an additional insured under any applicable insurance policies with respect to any liability arising from the Services performed by or on behalf of Client. Client and its insurers shall provide waivers of subrogation in favor of USI with respect to any claims, including any deductibles or self-insurance maintained thereunder. Client shall provide USI with evidence of all required insurance in a form acceptable to USI prior to commencement of USI’s Services and shall provide written notice to USI at least sixty days prior to expiration of any of the required coverages. Client shall promptly provide USI with copies of the additional insured endorsement, declaration sheet, and policy upon request.

11.  Conflict of Interest. Client certifies that, to the best of its knowledge and belief, no economic, beneficial, employment or managerial relationship exists between Client and any employee or relative of any employee of USI or any USI affiliate, which would tend in any way to influence such employee in the performance of his or her duties on behalf of USI or any USI affiliate in connection with the awarding, making, amending or making determinations concerning the performance of this or any other Agreement.

13.  Miscellaneous. This Agreement and referenced Statement of Work(s) comprises the complete and entire agreement between the parties with respect to the subject matter hereof. It supersedes all prior and contemporaneous oral and written agreements and discussions. This Agreement may not be amended or modified except by an instrument in writing mutually executed by both parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter. All notice given under this Agreement to USI or Client shall be deemed served when sent via email to contact information in Statement of Work.

This Agreement is binding upon, and shall inure to the benefit of, the parties hereto and their respective agents, representatives, assigns, heirs, and successors in interest. No provision of this Agreement is intended or shall be construed to provide or create any third party beneficiary right or any other right of any kind in any patient, customer, affiliate, shareholder, partner, officer, director, contractor or agent of either party, or in any other person and all terms and provisions hereof shall be solely between the parties to this Agreement. This Agreement has been and shall for all purposes be deemed to have been, negotiated, executed, and delivered within the state of Florida, and the rights and obligations of the parties shall be construed and enforced in accordance with, and governed by, the laws of Florida. The exclusive venue for any dispute arising out of or regarding this Agreement shall be the United States District Court for the Middle District of Florida, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue or inconvenient forum laid therein.  Each party has participated in, and in any construction to be made of this Agreement shall be deemed to have participated in, the negotiating, drafting, and execution of this Agreement and each of its parts. In no event shall either party be liable for any failure or delay in performance due to causes or circumstances beyond its reasonable control and without its fault or negligence (including, but not limited to, Acts of God, acts of the public enemy, acts of the United States of America, or any state, territory or political division of the United States of America, or of the District of Columbia, fires, floods, terrorist activities, or other natural disaster, strikes or any other labor disputes, communication line or internet service failures, as well as freight embargoes). The party claiming such a failure or delay must promptly notify in writing the other party of such failure or delay if reasonably practicable to do so under the circumstances. In any action to enforce any terms of this Agreement, for breach of any provision of this Agreement, or otherwise related to this Agreement, the prevailing party shall be entitled to an award of their reasonable attorneys’ fees and costs. Each party acknowledges and agrees that any controversy that may arise under or relate to this agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any action arising out of or relating to this agreement. Each party to this agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of any action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section.