Become a Telaid labor partner

MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is between Telaid Industries, Inc. (the "COMPANY" ); and the undersigned service provider ("VENDOR"). The COMPANY and VENDOR are each referred to herein as a "Party" and collectively as the "Parties."

1. RECITALS
1.1. WHEREAS, the COMPANY designs, engineers, sells and deploys communications infrastructure to its clients.
1.2. WHEREAS, VENDOR has an independent preexisting business that specializes in the installation and servicing of communications hardware and infrastructure within the market.
1.3. WHEREAS, VENDOR represents and warrants that it posesses the equipment, vehicles, personnel, and tools of the trade to competently perform the obligations established by this Agreement.
1.4. WHEREAS, the COMPANY intends to engage VENDOR, on a project basis, to install, repair, or otherwise service the communications infrastructure that COMPANY designs and engineers for, and deploys to, its customers, and VENDOR desires to be engaged to perform those technical services ("ENGAGED SERVICES").
1.5. WHEREAS, in exchange for providing the ENGAGED SERVICES, the COMPANY agrees to compensate VENDOR according to this Agreement, and pursuant to the terms of each project completed by VENDOR.
1.6. WHEREAS, this Agreement sets forth the general terms on which the COMPANY will engage VENDOR to provide efficient and timely installation, repair and other services to the COMPANY's customers.

In consideration of the mutual promises, covenants and agreements set forth below, the sufficiency of which is acknowledged and agreed, the Parties agree as follows:

2. SERVICES

2.1. General. During the term of this Agreement, COMPANY may offer opportunities to VENDOR to perform ENGAGED SERVICES.
2.2. Statements of Work. As the need arises, COMPANY may notify VENDOR of opportunities to perform ENGAGED SERVICES. To do so, COMPANY may offer to VENDOR a Work Order containing a Statement of Work that specifies the requested services. VENDOR will consider whether to accept or decline the offer and will communicate that decision to COMPANY. VENDOR is not required to accept any Work Order offered to it and VENDOR expressly acknowledges that it may decline any offer to perform ENGAGED SERVICES.
2.2.1. VENDOR agrees and acknowledges that COMPANY has made no representation or other guarantee that it will offer any particular Work Order to VENDOR, and that COMPANY has not promised to use the services of VENDOR for each and every instance in which VENDOR is available to perform ENGAGED SERVICES.
2.3. Scope of ENGAGED SERVICES. The scope of ENGAGED SERVICES is established in each Work Order offered to and accepted by VENDOR. The Statement of Work within a Work Order provides the detailed specifications of each project and VENDOR is required to adhere to the design and build specifications unless COMPANY and VENDOR otherwise agree to amend or revise the Statement of Work. Each Work Order will generally contain information concerning the service location, service description, technical and system requirements for the equipment that will be installed or repaired, electrical and hardware requirements, and other parameters that have been established by the COMPANY's solutions design and engineering team. Additionally, the Work Order will include project objectives and any special instructions for completing the Work Order in the form of deliverables. The Work Order may also include information about what materials, equipment and tools VENDOR may need to complete the project.
2.4. Time Frames. VENDOR shall plan, develop, supervise, control, and coordinate the performance of the Statement of Work so that its progress and sequence and timing of the necessary activities will permit completion within the time frame mutually agreed by the Parties.
2.5. Failure to Complete Statement of Work. VENDOR's failure to complete the work specified in a Work Order that VENDOR accepts may be deemed a material breach of this Agreement that may lead to termination of this Agreement, the Work Order or COMPANY's refusal to offer additional Work Orders to VENDOR.

3. PAYMENT

3.1. Settlement. In exchange for services to be rendered by VENDOR pursuant to this Agreement, and any Engaged Services, the COMPANY agrees to pay VENDOR an amount that is determined and agreed in connection with each Work Order.
3.2. Invoicing for Payment. VENDOR agrees that, within seventy-two (72) hours of completing all objectives within a Statement of Work, or as otherwise agreed in writing by the Parties, VENDOR shall provide all deliverables identified in the Statement of Work, submit to COMPANY an invoice for the completed Work Order, and close out the Statement of Work in the Company's work order system.
3.3. Late Invoicing. Invoices that are submitted later than 72 hours following the completion of a Statement of Work are considered late. VENDOR agrees and acknwoledges that late invoices will incur an administrative fee in the amount of ten percent (10%) of the balance due to VENDOR for the Work Order, to be paid to COMPANY to offset the cost of non-compliance as a result of VENDOR's failure to timely invoice COMPANY. VENDOR acknowledges and agrees that COMPANY, in its sole discretion, may collect an administrative fee from any payment due to VENDOR.
3.4. Reconcilliation. COMPANY will calculate amounts due and owed to VENDOR following receipt of a signed Statement of Work and deliverables defined within the Statement of Work, and remit such amount to VENDOR via ACH within sixty (60) days following VENDOR's submission of an invoice for payment and completing the approvable deliverables identified in a Statement of Work.
3.5. Accelerated Payment Program. VENDOR may also receive expedited payments through COMPANY's accellerated payment program. COMPANY may offer early payment terms under its accelerated payment program in exchange for discounted ENGAGED SERVICES rendered pursuant to a Statement of Work. VENDOR may elect to receive accelerated payment upon request made in advance according to the following terms.
3.5.1. VENDOR agrees to accept a seven percent (7%) discount applied to its invoice in exchange for payment within three (3) days of VENDOR's submission of an invoice for payment and completion of approvable deliverables identified in a Statement of Work.
3.6. Payment Disputes. Any and all disputes arising out of payments allegedly due and owed under this Agreement or any other amount alleged to be due to VENDOR must be made within thirty (30) days of the event or occurrence giving rise to such dispute. Written notice of the dispute shall be delivered to partnersupport@telaid.com and will be deemed made upon receipt of such notice. Any and all such disputes will be evaluated by the COMPANY, and a response will be provided to VENDOR within a reasonable period of time.

4. INDEPENDENT RELATIONSHIP

4.1. Independent Relationship. By entering into this Agreement, the Parties expressly intend to create a business relationship between independent businesses. VENDOR expressly warrants, represents, and agrees, that VENDOR and COMPANY are independent entities having their own established businesses. As an independent contractor engaged by COMPANY, VENDOR shall have exclusive control over the manner and means of performing the ENGAGED SERVICES and any other obligations arising under this Agreement and any Statement of Work. VENDOR is not and will not be an employee of the COMPANY for any purpose. Consequently, VENDOR, its employees, agents, representatives, or subcontractors, are not entitled to the rights and privileges of employment by COMPANY.
4.2. Vendor Discretion. The Parties expressly agree that VENDOR is responsible for exercising independent discretion and judgment to achieve the business objectives and obligations established between the Parties. No officer, agent, representative, or employee of COMPANY has the authority to direct VENDOR as to the manner and means used to provide the ENGAGED SERVICES, and may not prescribe VENDORS' workers hours of work, details of services provided, or otherwise direct VENDOR or its employees, agents or representatives, in the performance of its obligations under this Agreement. The ultimate determination regarding the methods by which VENDOR provides services is entirely committed to the VENDOR's discretion and judgment.
4.3. Maintaining Independence. VENDOR warrants, represents and agrees that, except as specifically agreed by the Parties, neither VENDOR nor its agents, employees or representatives shall advertise or otherwise represent that VENDOR is associated or affiliated with the COMPANY or its customers. COMPANY agrees that, except as specifically agreed by the Parties, neither COMPANY nor its agents, employees or representatives shall advertise or otherwise represent that COMPANY is associated or affiliated with the VENDOR or its customers.
4.4. Compliance with Laws. VENDOR does and will pay all contributions, taxes, and other payments or charges required to be paid by an employer in accordance with the provisions of all applicable state unemployment insurance, workers' compensation, disability benefits, and withholding tax laws, the Federal Insurance Contributions Act, and Federal Unemployment Tax Act and Federal Internal Revenue Code, and does and will comply with all other local, state, and federal laws, regulations, and requirements applicable to its workers or affecting their compensation or conditions of employment applicable to the VENDOR or the performance of ENGAGED SERVICES.
4.5. Non-Exclusive Relationship. Nothing in this Agreement restricts VENDOR from performing services for others.

5. SERVICE LEVEL

5.1. Service Expectations. COMPANY expects the highest level of service. This means timely completion of work called for in the Statement of Work, effective communication with COMPANY and its customers concerning on site start and finish times, adherence to those times, and completing all deliverables identified in a Statement of Work.
5.2. VENDOR's Warranty. VENDOR expressly warrants that (a) all materials and equipment used in or incorporated into ENGAGED SERVICES, or (b) work performed pursuant to a Statement of Work, will be of good quality, new, and free of liens, claims, and security interests of third parties; will be of good quality and free from defects; and will conform to requirements of the Statement of Work. If required by COMPANY, VENDOR shall furnish satisfactory evidence as to the kind and quality of materials and equipment used to complete any Statement of Work.
5.2.1. Code Requirements. VENDOR shall perform the ENGAGED SERVICES in accordance with code requirements, which include but are not limited to all applicable laws, statutes, current building codes, ordinances, rules, regulations and lawful orders of any public authority having jurisdiciton over the work performed by VENDOR.
5.3. Licenses, Permits, Fees, and Notices. Except for the permits and approvals otherwise obtained by COMPANY, VENDOR shall secure and pay for all permits, approvals, government fees, licenses, and inspections necessary for the proper execution, performance, and close-out of the Statement of Work. VENDOR shall deliver to COMPANY a copy of licenses, permits, and approvals obtained by VENDOR in connection with any Statement of Work prior to payment or upon completion of the Statement of Work, whichever is earlier.
5.4. Assignment & Subcontracting. COMPANY selects VENDOR based on its qualifications to perform the types of work offered in the Statement of Work, and VENDOR may not assign this Agreement or subcontract ENGAGED SERVICES to another entity or person, without prior written approval from Partner Support. Unapproved assignment or subcontracting ENGAGED SERVICES will result in the forfeiture of payment otherwise due in connection with any Statement of Work completed in whole or part by an entity or person other than VENDOR. VENDOR is liable to COMPANY, and shall defend and hold COMPANY harmless for any and all damages incurred by COMPANY as a result of VENDOR's assignment or subcontracting of ENGAGED SERVICES to another entity or person, without prior written approval from Partner Support.

6. LABOR & MATERIALS

6.1. Provision of Labor & Materials. Unless otherwise provided in the Agreement or applicable Statement of Work, VENDOR shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, transportation, and any other materials or services necessary to perform the ENGAGED SERVICES described in any Statement of Work.
Vendor Employees. VENDOR agrees and acknowledges that it retains complete and exclusive direction and control over its employees and all those working for it in any capacity. Consequently, VENDOR may employ qualified person(s) to perform ENGAGED SERVICES. VENDOR is responsible for training, supervising, and otherwise managing its employees. VENDOR agrees and acknowledges that its employees shall not be considered employees of COMPANY, and that it is VENDOR's responsibility: (a) to bear all expenses associated with the employment of such persons, including, without limitation, wages, salaries, employment taxes, workers' compensation coverage, health care, retirement benefits and insurance coverages and any other benefits offered by VENDOR; (b) to assume sole responsibility for complying with all applicable laws, rules, and regulations, including but not limited to wage and hour laws, discrimination law, immigration laws and all laws relating to employment of VENDOR's employees; (c) to hold COMPANY and its customers harmless from, and waive any right of subrogation in connection with, any liability and claims by others or by government agencies arising from VENDOR's relationship with VENDOR's employees, agents, workers or substitutes whether irrespective of the type or nature of the claim asserted.
6.1.1. Background Checks. VENDOR agrees that before an employee provides any part of the ENGAGED SERVICES, VENDOR will direct a reputable and qualified third-party background check service, to perform a lawful background check that includes a review of criminal court records in the counties of employee's known residence(s). VENDOR is solely responsible for the costs of performing these background checks, and shall maintain a file consisting of the results of the criminal background checks for all individuals subject to these requirements. VENDOR shall provide proof of compliance with this provision upon COMPANY's request. VENDOR shall also obtain permission to share the results of any background check with COMPANY and its customers upon reasonable request and notice of the same.
6.1.2. Additional Qualifications. VENDOR agrees to abide by specific staffing qualifications that are set forth in any Statement of Work, including but not limited to client requirements for drug testing and Health Insurance Portability and Accountability Act (HIPAA) certifications for VENDOR's employees. VENDOR is solely responsible for the costs of performing or satisfying any such additional qualifications, and shall maintain a file demonstrating VENDOR's satisfaction of any such additional qualifications. VENDOR shall also obtain permission from its employees to share this information with COMPANY and its customers upon reasonable request and notice of the same.
6.2. Tools of the Trade. VENDOR warrants that it posesses or will aquire at its own expense the tools and equipment necessary to competently perform the ENGAGED SERVICES.

7. INSURANCE

7.1. Insurance. VENDOR shall maintain insurance coverages of the type and in the amounts specified below while performing ENGAGED SERVICES for COMPANY.
7.1.1. Coverages & Limits.

Policies containing a self-insured retention will not be accepted. Umbrella amounts may be used to cover the identified limits. Auto Coverage must be "Any Auto" or include coverage for "Non-Owned and Hired Autos". Auto Liability Coverage shall be Primary and Non-Contributory. General Liability coverage shall be Primary and Non-Contributory. Workers' compensation coverage shall include a waiver of subrogation in favor of the certificate holder. The expiration date for all Coverages should expire no less than 30 days from date of submission to COMPANY.

7.1.2. Certificate of Insurance. VENDOR shall provide a current Certificate of Insurance for each of the coverages above. Telaid Industries, Inc. 13 West Main Street, Niantic, CT 06357, shall be an additional insured. The Cancellation section of the insurance certificate shall be revised to read, "Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail 30-day written notice to the certificate holder named."
7.1.3. Failure to Maintain Insurance. Failure to maintain the coverages above, or identify COMPANY as a named insured, is a material breach of this agreement. Failure to maintain insurance will result in a work stoppage, and upon ten (10) days' notice and an opportunity to cure, COMPANY may pursue its remedies for breach of contract as provided for herein and by law.

8. LIABILITY & INDEMNIFICATION

8.1. Liability for and Repair of Damaged Project Work. VENDOR shall be liable for any and all damages and losses that are/were caused in whole or in part by the acts or omissions of VENDOR, its officers, agents or employees (including all subcontractors and suppliers) while completing a Statement of Work. VENDOR shall promptly repair and replace any work or materials for which the VENDOR is liable up to and including any and all equipment or materials provided by COMPANY.
8.2. Indemnification. The COMPANY shall not be liable or responsible for any accidents, loss, injury (including death) or damages to persons or property happening or accruing during the term of the performance of any ENGAGED SERVICES. VENDOR is liable for covering the cost of any such losses resulting from VENDOR's acts or omissions. VENDOR shall fully indemnify, defend and hold harmless COMPANY and protect COMPANY from and against the same. In addition to the liability imposed by law upon VENDOR for damage or injury (including death) to persons or property by reason of the negligence of VENDOR, its officers, agents, employees or Subcontractors, which liability is not impaired or otherwise affected hereby, VENDOR shall defend, indemnify, hold harmless, release and forever discharge the COMPANY, its officers, employees, and agents from and against and waive any and all responsibility of same for every expense, liability, or payment by reason of any damage or injury (including death) to persons or property suffered or claimed to have been suffered through any negligent act, omission, or willful misconduct of VENDOR, its officers, agents, employees, or any of its Subcontractors, or anyone directly or indirectly employed by either of them or from the condition of the premises or any part of the premises while in control of VENDOR, its officers, agents, employees, or any of its Subcontractors or anyone directly or indirectly employed by either of them, arising out of the performance of the ENGAGED SERVICES. VENDOR agrees that this indemnity and hold harmless provision shall apply even in the event of negligence of the COMPANY, its officers, agents, or employees, regardless of whether such negligence is contributory to any claim, demand, loss, damage, injury, expense, and/or liability; but such indemnity and hold harmless obligation shall not apply (i) in the event of the sole negligence of COMPANY, its officers, agents, or employees. VENDOR shall also indenify COMPANY from and against each and every loss arising out of the negligent acts, omissions, unlawful conduct, willful misconduct, of anyone directly or indirectly employed by VENDOR.
8.3. VENDOR agrees to indemnify and hold the COMPANY harmless for any and all claims, costs, damages, fees, penalties, interest, or any other losses arising from VENDOR's failure to comply with local/state/federal tax and regulatory obligations, including but not limited to those laws and obligations set forth in Section 4.4 ("Compliance with Laws").

9. TERM & TERMINATION

9.1. Term. This Agreement becomes effective the date on which VENDOR acknowledges its acceptance of its terms, whether through written or electronic signatures, and remains in effect for a period of one year from the effective date. The Agreement will automatically renew thereafter in one-year increments until terminated by either party.
9.2. Termination. Either party may terminate this agreement upon 30 days written notice to partnersupport@telaid.com. In the event of termination by either party, VENDOR remains obligated to complete any oustanding or unfinished Statements of Work in a manner consistent with this Agreement and the Statement of Work, and COMPANY remains obligated to process and pay VENDOR according to the terms of this Agreement.

10. NON-DISCLOSURE & NON-SOLICITATION.

10.1. Non-Disclosure, Preservation of Confidential Information. "Confidential Information" means information that (a) relates to COMPANY's business, (b) is disclosed to VENDOR or about which VENDOR become aware through VENDOR's engagement by COMPANY, (c) is not generally known outside of COMPANY, and (d) has value to COMPANY and includes, but is not limited to, data and information with regard to COMPANY's method for the provision of services, business plans, finances, records, personnel, designs, marketing, customers and customer lists, customer requirements, sales, products, systems, processes, trade secrets, methods, know-how, sales methodologies, sales channels, pricing, and/or data and plans. Throughout VENDOR's engagement with COMPANY and at all times thereafter: (a) VENDOR will hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person; (b) VENDOR will not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of VENDOR's obligations established in a Statement of Work; (c) VENDOR will not use the COMPANY's Confidential Information or trade secrets to attempt to solicit, induce, recruit, or take away clients or COMPANY's customers; and (d) if VENDOR learns any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, VENDOR will promptly advise COMPANY of all facts concerning such action or threatened action. VENDOR agrees that the unauthorized use by a partner, shareholder, member, officer, spouse or family member of such Confidential Information shall be deemed a violation by VENDOR of this provision. VENDOR further acknowledges that it would be an unfair method of competition for VENDOR or such partner, shareholder, member, officer, spouse or family member to use or duplicate any Confidential Information from COMPANY for any use other than performing according to an accepted Work Order and Statement of Work. This paragraph does not apply to information which VENDOR can demonstrate came to VENDOR's attention prior to disclosure thereof by COMPANY or which, at or after the time of disclosure by COMPANY, had become or becomes part of the public domain through publication or communication by others. Nothing contained in this Agreement is intended to prohibit or prevent VENDOR from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblowing proceeding or other proceeding before any federal, state, or local government agency, e.g. the EEOC, NLRB, SEC, etc., or in any legislative or judicial proceeding nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, VENDOR's rights and abilities to contact, communicate with or report unlawful conduct to federal, state, or local officials for investigation or participate in any whistleblower program administered by any such agencies. COMPANY further acknowledges VENDOR's rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights. Under the Federal Defend Trade Secrets Act of 2016, VENDOR shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to VENDOR's attorney in relation to a lawsuit for retaliation against the COMPANY for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
10.2. Non-Solicitation. VENDOR, including all partners, shareholders, members, officers, spouses or family members, employees, agents, and representatives agrees that VENDOR will not, directly or indirectly without first obtaining COMPANY's prior consent:
10.2.1. at any time during the term of this Agreement, and for six (6) months following expiration or termination of this Agreement, provide any of the ENGAGED SERVICES or services that are competitive with the services offered by VENDOR to COMPANY for any COMPANY customer to which VENDOR provided ENGAGED SERVICES during the term of this Agreement;
10.2.2. at any time during the term of this Agreement, and for six (6) months following expiration or termination of this Agreement, solicit any COMPANY customer to whom VENDOR provided services during the term of this Agreement, to provide ENGAGED SERVICES or similar services or services that are competitive with the services offered by VENDOR to COMPANY;

11. ACKNOWLEDGEMENT

11.1. VENDOR acknowledges that it is both the COMPANY and VENDOR's shared intentions to engage VENDOR as an independent contractor and not an employee. VENDOR understands and acknowledges that the ENGAGED SERVICES will be provided to COMPANY as an independent contractor, and that VENDOR, its agents, employees and representatives, will not, for the purposes of unemployment compensation, workers' compensation, human rights law, wage payment and collection, and related employment purposes be treated as an employee of COMPANY. VENDOR acknowledges that VENDOR will not be provided unemployment compensation or workers' compensation benefits by COMPANY. VENDOR acknowledges VENDOR will not be eligible for the benefits and protections of human rights or wage payment and collection laws. VENDOR acknowledges VENDOR's independent obligation to pay all applicable federal, state, and local income and other taxes, if any, on any contractual remuneration received pursuant to this Agreement. VENDOR acknowledges that VENDOR is contractually required to file a business or self-employment income tax return with the appropriate federal, state, and local agencies regarding the fees for services obtained through offering services. VENDOR acknowledges that VENDOR is providing services through a business entity, including but not limited to, a partnership, a limited liability company or corporation, or through a sole proprietorship registered as required under state or local law. VENDOR acknowledges that, with the exception of the exercise of control necessary to ensure compliance with statutory, regulatory, licensing, permitting, or other similar obligations required by a governmental or regulatory entity, or to protect persons or property, VENDOR actually and directly controls the manner and means by which the work is to be accomplished, even though VENDOR may provide orientation, information, guidance, or suggestions about the COMPANY's products and services, customers and operating systems, and training otherwise required by law.

12. MISCELLANEOUS

12.1. Integration. This Agreement constitutes the entire agreement between the parties with reference to the subject matter hereof and supersedes all prior negotiations, understandings, representations and agreements, if any. No representations not contained in this Agreement shall be of any force or effect, or binding on the parties. This agreement supersedes any and all previous agreements of the parties.
12.2. Incorporation. This Agreement is incorporated into each Statement of Work accepted by VENDOR.
12.3. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, or overnight courier, to the address set forth in each Party's signature block hereto. Either Party may change its address for receiving notice by giving written notice to the other Party.
Questions about this Agreement or any of its terms may be directed to Telaid, Attn: Partner Support, 13 West Main Street, Niantic, CT 06357 or e-mail partnersupport@telaid.com. 12.4. Successors & Assigns. VENDOR may not assign any or all of its rights under this Agreement without the prior written consent of the COMPANY. Any attempted assignment or assumption without such written consent shall be null and void and without legal effect. Nothing expressed or referred to in this Agreement shall be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.
12.5. Governing Law. This Agreement shall be interpreted and construed under the laws of the State of Connecticut.
12.6. Jury Waiver. VENDOR EXPRESSLY AND KNOWINGLY WAIVES ANY RIGHT TO A JURY TRIAL IN THE EVENT THAT ANY ACTION ARISING OUT OF THIS AGREEMENT OR ANY OTHER DISPUTE ARISING BETWEEN THE PARTIES IS LITIGATED OR HEARD IN ANY COURT.
12.7. Construction. The headings in this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions within. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party.
12.8. Survival. The expiration or termination of this Agreement will not affect the provisions, rights and obligations set forth therein.
12.9. Severability. If any term, clause or provision of this Agreement shall be adjudged to be invalid, the validity of the remainder shall not be affected thereby, and all remaining terms, clauses, and provisions shall be valid and enforceable to the fullest extent of the law.
12.10. Statute of Limitations. Unless legally prohibited, the Parties agree that the statute of limitations for any alleged breach of contract or any other claim arising out of this Agreement or the relationship of the parties shall be one (1) year from the earliest alleged breach or other accrual of the alleged cause of action.
12.11. Duty to Mitigate. Each Party must make reasonable efforts to mitigate any loss resulting from breach of this agreement or arising in connection with the Parties' legal relationship.
12.12. Enforcement. In the event either Party commences a lawsuit or another proceeding to enforce any provision of this Agreement, the prevailing party shall be entitled to recover from the losing party the fees (including attorneys' and any other professional's fees), costs and expenses reasonably incurred in enforcing the Agreement.

IMPORTANT MESSAGE: PLEASE READ THIS MASTER SERVICES AGREEMENT CAREFULLY BEFORE CLICKING "ACCEPT," AS IT SETS FORTH THE LEGAL TERMS AND CONDITIONS GOVERNING THE PARTIES' RELATIONSHIP.

BY CLICKING "ACCEPT," YOU ARE INDICATING YOUR ACCEPTANCE THAT YOU:
(A) AGREE TO THESE LEGAL TERMS AND CONDITIONS ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY IDENTIFIED IN THIS AGREEMENT,
(B) REPRESENT THAT YOU HAVE THE AUTHORITY TO DO BIND YOUR COMPANY TO AGREEMENT, AND
(C) AGREE TO USE ELECTRONIC SIGNATURES, AND BE SUBJECT TO THE PROVISIONS OF THE U.S. E-SIGN ACT (THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT (ESIGN, PUB.L. 106-299, 14 STAT. 464, ENACTED JUNE 30, 2000, 15 U.S.C. CH. 96)).

IF THESE STEPS ARE NOT WHAT YOU INTEND, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN DO NOT CLICK ACCEPT. ANY QUESTIONS YOU HAVE ABOUT THIS AGREEMENT MAY BE DIRECTED TO: partnersupport@telaid.com

DECLARATION OF INDEPENDENT BUSINESS

STATUS PURSUANT TO A.R.S. § 23-1601

This declaration of independent business status is made by VENDOR in relation to services performed by the VENDOR for or in connection with COMPANY. VENDOR states and declares the following:
(a) VENDOR acknowledges that VENDOR operates VENDOR's own independent business and is providing services for or in connection with COMPANY as an independent contractor.
(b) VENDOR acknowledges that VENDOR is not an employee of COMPANY and the services rendered for or in connection with COMPANY do not establish any right to unemployment benefits or any other right arising from an employment relationship.
(c) VENDOR is responsible for all tax liability associated with payments received from or through COMPANY and COMPANY will not withhold any taxes from payments to VENDOR.
(d) VENDOR is responsible for obtaining and maintaining any required registration, licenses or other authorization necessary for the services rendered by VENDOR.
(e) VENDOR is not insured under COMPANY's health insurance coverage or workers' compensation insurance coverage.
(f) COMPANY does not restrict VENDOR's ability to perform services for or through other parties and VENDOR is authorized to accept work from and perform work for other businesses and individuals besides COMPANY.
(g) VENDOR has the right to accept or decline requests for services by or through COMPANY.
(h) COMPANY expects that VENDOR provides services for other parties.
(i) VENDOR is not economically dependent on the services performed for or in connection with COMPANY.
(j) COMPANY does not dictate the performance, methods or process VENDOR uses to perform services.
(k) COMPANY has the right to impose quality standards or a deadline for completion of services performed, or both, but VENDOR is authorized to determine the days worked and the time periods of work.
(l) VENDOR will be paid by or through COMPANY based on the work VENDOR is contracted to perform and that COMPANY is not providing VENDOR with a regular salary or any minimum, regular payment.
(m) VENDOR is responsible for providing and maintaining all tools and equipment required to perform the services performed.
(n) VENDOR is responsible for all expenses incurred by VENDOR in performing the services.
(o) VENDOR acknowledges that the terms set forth in this declaration apply to VENDOR, VENDOR's employees, and VENDOR's independent contractors.