X

MSA Security Standard Terms and Conditions

 

 

SCHEDULE A

MSA SECURITY

STANDARD TERMS AND CONDITIONS

THESE STANDARD TERMS AND CONDITIONS apply to all products, equipment and/or services provided by Michael Stapleton Associates, Ltd. d/b/a MSA Security (“MSA”) to any client (“Client”).

  1. Services and Equipment. MSA shall provide to Client those security and threat detection services, which may include without limitation explosive detection canine services, explosive screening services and related equipment, intelligence services and/or security assessment services (collectively, the “Services”) which are specified in an agreement, quote, proposal or purchase order signed by Client (the “Agreement”), which Agreement shall incorporate these Standard Terms and Conditions and any applicable Exhibits hereto, all of which shall be part of the Agreement. Services shall be provided for the duration specified in the Agreement (the “Term”) and to the extent that the parties continue to act with regard to the Services under the Agreement beyond the initial duration then such duration shall be deemed to have been extended for an additional period and shall be included in the Term for purposes hereof.
    1. SmartTech® Remote Screening Services. If MSA provides Client with SmartTech® Remote Screening Services and or products or services directly relating to such Services then the SmartTech® Remote Screening System Terms and Conditions set forth on Exhibit A hereto shall, in addition to these Standard Terms and Conditions, also apply and be incorporated into the terms hereof and of the Agreement by this reference.
    2. Standard of Service. With regard to any and all Services provided by MSA under the Agreement, MSA will perform, or will cause to be performed, the Services (i) in a commercially reasonable manner and professional level of service, and (ii) in all material respects in accordance with applicable laws and regulations.
    3. No Other Warranties. Except as provided in the preceding subsection, MSA does not make any warranty concerning the Services, and MSA hereby disclaims, any and all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. Client acknowledges that MSA cannot guarantee that it will detect all potential risks and/or threats to Client and/or its personnel and property. The Services are provided as a modality for Client to mitigate potential risks and threats to persons and property but are not a guarantee of, and MSA expressly disclaims, the detection, avoidance or elimination of any or all such risks or threats. If Client observes any nonconformance with the Services provided as required under the Agreement, MSA must be promptly notified, allowing for necessary corrections.
  2. Fees; Payment Terms.
    1. Client shall pay MSA the fees and expenses as set forth in the Agreement (the “Fees”). Unless otherwise stated in the Agreement, the Fees prescribed in the Agreement shall increase by 3% following the first twelve (12) months of Services. At least ninety (90) days prior to the end of the first twelve (12) months of Services, MSA shall advise Client of any increase in the monthly fees due hereunder. Unless Client gives timely notice of its decision not to continue Services after the first twelve (12) months of Services then the updated (increased) fees shall be effective as of the first day of the next twelve (12) months.
    2. Except as otherwise stated in the Agreement or, if applicable, as provided in the SmartTech® Remote Screening System Terms and Conditions Agreement with respect to equipment provided by MSA, MSA will invoice Client following provision of the Services and Fees shall be payable in United States currency without setoff within thirty (30) days following MSA’s provision of such invoice to Client. If Client fails to pay two (2) consecutive invoices when due, then (i) MSA shall have the right to suspend the subscription and the services until the Client pays all Fees due and outstanding, and (ii) Fees overdue by more than fifteen (15) days shall accrue interest at the rate of 1.5% per month, or the maximum rate allowed by law until the outstanding Fees plus all accrued interest are paid in full. The late charges shall be in addition to, and not in lieu of, other remedies available to MSA hereunder, at law and/or in equity. Client shall not unreasonably withhold acceptance of, or payment for, work completed under the Agreement.

  3. Confidentiality.
    1. MSA hereby agrees that it shall keep strictly confidential all information that it presently possesses or may obtain in connection with the Services with respect to trade secrets, private or confidential information or other confidential affairs of Client and/or its officers, directors, employees and/or affiliates, including, without limitation, information, photographs or video, conversations, operations, databases, methods, concepts, data, other business affairs, and methods, plans, details or information as to Client and/or its officers, directors, employees and/or affiliates, and other information concerning Client not readily available to the public (collectively, “Client Confidential Information”). For the avoidance of doubt, “Client Confidential Information” shall include the existence of the Agreement, the terms hereof, any and all information or communications marked “confidential” by Client, all mail screened as part of the Services, and any and all information or communications regarding the Services.
    2. Client hereby agrees that it shall keep strictly confidential all information that it presently possesses or may obtain in connection with the Agreement with respect to trade secrets, private or confidential information or other confidential affairs of MSA and/or its member(s), owner(s), associates and related entities or persons, including, without limitation, MSA’s personnel, pricing, operations, training and training materials, protocols, databases, proprietary methods, compensation figures, suppliers, technical processes and other proprietary business affairs and methods, plans, details or information as to MSA and/or its member(s), owner(s), associates and related entities, its or their personnel, and other information concerning MSA not readily available to the public (collectively, “MSA Confidential Information).
    3. Without limiting MSA’s obligations under subsection (a) or Client’s obligations under subsection (b), each of MSA and Client shall use at least the same care and discretion to safeguard and avoid the disclosure, publication or dissemination of the other party’s Confidential Information as it uses with its own information that it does not wish to disclose, publish or disseminate. Without the prior written consent of the disclosing party, neither party shall disclose to any third party the Confidential Information of the other party or the fact that the other party’s Confidential Information has been made available by the disclosing party; provided, however, that MSA may disclose Client Confidential Information to its employees and subcontractors who are providing the Services hereunder to the extent that such employees or subcontractors have a need to know such information and Client may disclose MSA Confidential Information to its employees to the extent that such employees have a need to know such information. MSA and Client shall each procure the agreement of such employees and subcontractors to adhere to the obligations set forth in this Section 3 by requiring all employees and subcontractors with access to the other party’s Confidential Information (including, without limitation, all employees and subcontractors involved in the performance of the Services) to a confidentiality agreement consistent with the terms of this Section 3, and MSA and Client, as applicable, shall be responsible for any breach thereof by such employees or subcontractors.
    4. If MSA or Client is required pursuant to legal process to disclose any Confidential Information of the other party, as applicable, it shall promptly so notify the disclosing party, in order to permit the disclosing party to seek a protective order or take other appropriate action. The receiving party shall cooperate in the disclosing party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded the disclosing party’s Confidential Information. If, in the absence of a protective order, the receiving party is, in the written opinion of its counsel addressed to the disclosing party, compelled as a matter of law to disclose the applicable Confidential Information, the receiving party may disclose to the party compelling disclosure only that part of such Confidential Information required by law to be disclosed.
    5. At either the written request of a party, or upon the termination of the Agreement, each party shall immediately either return to the other, or destroy (and certify such destruction) all copies of all written Confidential Information of the other party, which has been provided to such party including, but not limited to, written summaries of any oral Confidential Information provided by the disclosing party. Notwithstanding the foregoing, each party may retain copies of the other party’s Client Confidential Information in routine back-up of electronic data processing systems. Each party’s obligations under this Section 3 shall survive any return or destruction of the other party’s Confidential Information.
    6. Notwithstanding the foregoing, it is understood that when known or available in the public domain, through no act or failure to act by the receiving party, or if previously and lawfully known to the receiving party or if subsequently lawfully acquired by the receiving party from third parties not under any obligation of confidentiality or secrecy to the disclosing party, such information shall not be deemed to be Confidential Information of the disclosing party subject hereto.

  4. Ownership of Intellectual Property. MSA is not conveying any right or interest in any of its intellectual property other than as specifically set forth in these Terms and Conditions and any applicable Exhibits hereto. To the extent that it may be necessary for Client to utilize, in connection with the Agreement, any other intellectual property owned or licensed to MSA, including but not limited to, any patent rights, trademarks, services marks, copyrights, trade dress, or other proprietary information of MSA’s, Client acknowledges that such intellectual property rights are owned by, as applicable, MSA or MSA’s licensors and that Client is not acquiring any rights in the same.

  5. Non-Solicitation. Client recognizes that MSA’s staff is trained in a unique and specialized field, and that MSA devotes substantial time and expense to recruit, train and retain its personnel. Client agrees that it will not solicit, hire or engage, directly, or through any third party, any of MSA’s personnel, whether as an employee, consultant or otherwise, at any time during the Term or for a period of two (2) years following the expiration or earlier termination of the Agreement.

  6. Indemnification.
    1. Client shall indemnify MSA and its equity holders, directors, officers, employees, agents and representatives (collectively, the “MSA Indemnitees”) in respect of, and defend and hold them harmless from and against, any and all any claims, losses, damages, liabilities or expenses (including reasonable out-of-pocket attorneys’ fees) suffered, incurred or sustained by an MSA Indemnitee in connection with this Agreement or the Services provided hereunder except to the extent caused by or resulting from (i) gross negligence or willful misconduct of MSA in connection with the provision of Services under this Agreement; or (ii) a breach by MSA of this Agreement other than in connection with the provision of Services.
    2. MSA shall indemnify Client and its equity holders, directors, officers, employees, agents and representatives (collectively, the “Client Indemnitees”) in respect of, and defend and hold them harmless from and against, any and all any claims, losses, damages, liabilities or expenses (including reasonable out-of-pocket attorneys’ fees) suffered, incurred or sustained by a Client Indemnitee in connection with this Agreement or the Services provided hereunder except to the extent caused by or resulting from (i) gross negligence or willful misconduct of Client or the Client Indemnitee in connection with this Agreement; or (ii) a breach by Client of this Agreement.

  7. Injunctive Relief. The parties acknowledge that in the event of a breach or a threatened breach by the other party (the “Breaching Party”) of its obligations of confidentiality, the non-Breaching Party will not have an adequate remedy at law alone. Accordingly, in the event of any such foregoing breach or threatened breach, in addition to damages and any other remedies provided by law, the non-Breaching Party shall be entitled, without the need to post a bond or any other security, to specific performance, or otherwise to such equitable and injunctive relief as may be available to restrain the Breaching Party, including its employees, contractors, or agents, from the violation of the provisions hereof. Nothing herein shall be construed as prohibiting the non-Breaching Party from pursuing any other remedies available at law or in equity for such breach or threatened breach. In the event of any violation of the Agreement, the Breaching Party shall reimburse the non-Breaching Party for all costs and expenses, including reasonable attorneys’ fees, incurred in order to enforce the provisions of the Agreement or exercise any remedies for a violation thereof.

  8. Notices. All notices, approvals and consents provided for herein shall be in writing and be given in person, by nationally recognized overnight courier, by U.S. mail or by means of facsimile or email, and shall become effective: (a) on delivery if given in person; (b) on the date of affirmative confirmation of receipt if sent by facsimile or email; (c) one (1) business day after delivery to the overnight service; or (d) three (3) business days after being mailed, with proper postage and documentation, for first-class registered or certified mail, prepaid, in any case, to the address of the party as set forth in the Agreement (provided, that except for notices delivered via email, a copy of each notice shall also be sent simultaneously via email to the applicable recipient), as such address may be modified by written notice of such party in accordance with the requirements of this Section.

  9. Termination. Either party hereto shall be entitled to terminate the Agreement upon ten (10) days’ prior written notice to the other party if the other party materially breaches any of its obligations hereunder, and the same is not cured within such ten (10) day period. Without limiting the foregoing, if either party breaches its confidentiality obligations hereunder then the other party shall have the right to immediately terminate the Agreement upon written notice. The Agreement may only be terminated prior to the expiration of the then current term as provided herein and pursuant to a written notice delivered by the terminating party to the other party which sets forth the basis for such termination. If MSA terminates the Agreement for cause, all Fees due through the remainder of the unexpired Term shall automatically accelerate and become immediately due and payable in full.

  10. Effect of Termination or Expiration. Upon the expiration or earlier termination of the Term for any reason, MSA’s obligation to provide any Services shall cease and Client shall within ten (10) days following such termination or expiration, pay to MSA all Fees owed through the date of termination and return to MSA at Client’s expense all equipment owned by MSA in Client’s possession, if any, in good working order and repair other than ordinary wear and tear from use in accordance with the instructions provided by MSA. Client shall fully cooperate with MSA to effect the prompt return or removal of all such equipment from Client’s facility. If Client fails to facilitate the return of any of MSA’s equipment within ten (10) days following such expiration or earlier termination, MSA may invoice Client for the full replacement value of such equipment.

  11. Attorneys’ Fees. If MSA must bring an action to enforce the Agreement and/or to collect moneys due hereunder and prevails in that action then MSA shall be entitled to recover all of its attorneys’ fees, costs and expenses so incurred in addition to, and not in lieu of any other remedies awarded by a court of competent jurisdiction.

  12. Independent Contractor. At all times hereunder, MSA shall be acting as an independent contractor. Nothing contained in the Agreement shall be construed to constitute MSA as a partner, employee, joint venturer or agent of Client, nor shall either party hereto have any authority to bind the other party in any respect, it being intended that each party hereto shall remain an independent contractor responsible for its own actions.

  13. Client’s Obligations and Representations. Client understands, acknowledges and agrees that the Services are intended to mitigate, minimize, or reduce in a commercially reasonable manner potential risks and/or threats to Client, its personnel and property involving explosives. Client understands and acknowledges that, while MSA will provide the Services in a professional and commercially reasonable manner under this Agreement, such Services cannot be guaranteed to detect, deter, avoid or eliminate all potential risks, threats and therefore MSA cannot and does not guarantee, and hereby expressly disclaims, that the Services will, in fact, detect, mitigate, deter, avoid and/or eliminate potential risks, threats and/or resulting harm to Client, its personnel or property or to any third party. If Client observes any nonconformance with the Services provided as required under the Agreement, MSA must be promptly notified, allowing for necessary corrections.

  14. Limitation of Liability. Client acknowledges and agrees, on behalf of itself, its members, officers, directors, shareholders, trustees, managers, employees, invitees, representatives and agents, that MSA is expressly disclaiming any and all liability for harm to person or property, including death, resulting from or caused by any third party whatsoever. Notwithstanding anything to the contrary contained in the Agreement, the limit of MSA’s liability (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) to Client or any Client Indemnitee under the Agreement shall not exceed in the aggregate the Fees actually received by MSA for the Services performed under the Agreement during the twelve (12) month period immediately preceding the date on which the MSA was notified of a claim. In no event will MSA be liable for any indirect, incidental, special, punitive, consequential, exemplary or reliance damages (including lost or anticipated revenues or profits) arising out of the Agreement or the provision of the Services based upon any theory of liability, even if MSA is advised of the possibility of such damages. No individual member, officer, official, employee, volunteer, agent or affiliate of MSA shall be personally liable hereunder, and no recourse shall be held against any such party’s assets by reason of a breach of the Agreement by MSA or otherwise.

  15. Miscellaneous.
    1. The failure of either party to enforce its rights hereunder or to require performance by the other party of any part of the Agreement shall not affect the full right to exercise such right or to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision of the Agreement constitute a waiver of any later breach of the same or any other provision.
    2. Neither the Agreement nor any of the rights hereunder may be transferred or assigned by either party hereto without the prior written consent of the other party. A sale, merger or other transaction in which all or substantially all of the equity or assets of MSA are transferred to another party shall not be deemed an assignment hereunder. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and/or permitted assigns.
    3. If any provision in the Agreement is found to be unenforceable by a court of competent jurisdiction, then that provision shall be deemed stricken herefrom, and the remainder of the Agreement shall remain in full force and effect.

  16. Force Majeure. MSA shall not be required to provide any Services and shall not be liable to Client, any Client Indemnitee or to any other third party for failure to perform or delays in performing any part of the Services if such failure or delay results from an act of god, actions of a governmental authority, laws, embargo, fire, pandemic, strike, other labor trouble or any other cause or circumstance reasonably beyond the control of MSA (any of the foregoing, a “Force Majeure”). Upon the occurrence of any Force Majeure which results in, or is reasonably expected to result in, delay or failure to perform according to the terms of the Agreement, MSA will promptly give notice to Client of such occurrence and the effect and/or anticipated effect of such occurrence. MSA will use its commercially reasonable efforts to minimize disruptions in its performance and to resume performance of its obligations under the Agreement as soon as reasonably practicable, and Client will be released from any payment obligation to MSA (on a pro-rated basis) with respect to the affected Services during the period of such Force Majeure.

  17. Governing Law; Jurisdiction; Jury Waiver. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of conflict of laws principles. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THE AGREEMENT. Any action brought to enforce the terms of the Agreement, and/or any action arising in relation to the Services, whether brought by Client and/or MSA shall be brought before the state or federal courts of New York, sitting in New York County, to which exclusive jurisdiction both parties hereto hereby submit. Client expressly waives any defenses of improper or inconvenient forum or lack of personal jurisdiction.

  18. Survival. The provisions of Sections 2 through 8, 10 through 12, and 14 through 20, inclusive, shall survive the expiration or earlier termination of the Term, as provided in such provisions or as applicable.

  19. Construction. Client acknowledges it has reviewed the Agreement, these Standard Terms and Conditions and any other Term and Conditions incorporated herein, has had an opportunity to seek the advice of counsel, and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of these documents or any amendments thereto.

  20. Entire Agreement. These Terms and Conditions together with the Agreement and any other Terms and Conditions incorporated herein (i) constitute the entire agreement between the parties with respect to the subject matter hereof, superseding all prior understandings, whether oral or written, including any proposals or responses thereto and (ii) can be amended only by an instrument in writing signed by MSA.

MSA is licensed by the New York Department of State, Division of Licensing Services.


 Exhibit A

To

MSA Security Standard Terms and Conditions

MSA SECURITY

SmartTech® Remote Screening System Terms and Conditions

THESE SMARTTECH® REMOTE SCREENING SYSTEM TERMS AND CONDITIONS apply to all SmartTech® related products, equipment and/or services provided by Michael Stapleton Associates, Ltd. d/b/a MSA Security (“MSA”) to any client (“Client”) in addition to, and in supplement of, MSA Security’s Standard Terms and Conditions. Terms used but not defined herein are as defined in MSA Security’s Standard Terms and Conditions.

  1. Services and Equipment

(a)        SmartTech® Remote Screening System. MSA will provide to Client the number of SmartTech® Remote Screening Systems, if any, set forth in the Agreement hereto, each system consisting of (i) one SmartTech® personal computer, keyboard, monitor and headset (collectively, the “SmartTech® Equipment”) and (ii) MSA’s proprietary SmartTech® software (the “Software”). Any SmartTech® Screening System(s) provided hereunder shall be integrated with, and installed on an X-Ray machine described in the Agreement (the “X-Ray Equipment”) and located at the facility(ies) listed in the Agreement (whether singular or plural, the “Facility”). Client agrees that it will not damage or remove the SmartTech® Equipment or Software from the X-Ray Equipment or Facility. Client further agrees that it will not use the SmartTech® Remote Screening Systems in any unlawful manner or in any manner that may violate the rights of a third party.  

(b)        Software Subscription. MSA hereby grants to Client a non-exclusive, non-assignable, non-transferable, revocable subscription to use the Software provided hereunder, only as installed as described herein, during the Term. In no event will Client seek to, or otherwise remove, copy, reverse engineer, decompile or otherwise tamper in any way with the Software at any time. The Software shall at all times belong solely to MSA, and other than the limited subscription rights granted herein, all right, title and interest in and to the Software, including all copyright, patent and all other intellectual property rights therein, shall remain solely and exclusively with MSA. Client shall not remove any copyright or other notices appearing on the Software. If Client in any way tampers, endeavors to de-install, copy, or otherwise interfere with the operation of the Software, the same shall be deemed a breach of the Agreement.

(c)         Leased Equipment.      MSA shall lease to Client the SmartTech® Equipment plus the leased equipment, if any, set forth in the Agreement (collectively, the “Leased Equipment”). Following receipt of the initial lease payment due hereunder, if any, in accordance with the Agreement, MSA shall deliver the Leased Equipment to Client at the Facility. Client expressly acknowledges and confirms that the Leased Equipment is being leased by Client during the Term only. All right, title and interest in and to the Leased Equipment shall at all times remain in MSA. MSA shall have the right to file a UCC-1 Financing Statement to confirm MSA’s ownership of the Equipment, as well as appropriate continuation statements throughout the Term. Client will not remove any labels or other plaques affixed to the Leased Equipment reflecting MSA’s ownership of the Leased Equipment, nor will Client grant any third party any lien, security or other interest in or to the Leased Equipment. At the expiration or earlier termination of the Term for any reason, Client will coordinate with MSA to effect the return of the Leased Equipment to MSA. The cost of shipping will be borne by Client. Should Client fail to return to MSA the Leased Equipment at the expiration or earlier termination of the Agreement, then Client shall be liable to MSA for the full replacement cost of the Leased Equipment as of the date of expiration or termination.

(d)        Purchased Equipment. Effective upon receipt of the purchase price and delivery of equipment as provided in this subsection, MSA hereby sells, transfers, assigns and conveys to Client, and Client hereby purchases, acquires and takes assignment of, all of MSA’s right, title and interest in and to, the purchased equipment, if any, set forth in the Agreement (collectively, the “Purchased Equipment”), subject to the terms and conditions of the Agreement. Unless otherwise set forth in the Agreement, upon the execution and delivery of the Agreement Client shall pay to MSA fifty percent (50%) of the purchase price for the Purchased Equipment as prescribed in the Agreement and pay the balance upon delivery of the Purchased Equipment to the Facility in accordance with the Agreement. MSA shall deliver to, and cause to be assigned to, Client the manufacturer’s warranty for the Purchased Equipment upon delivery of the Purchased Equipment and receipt of the entire purchase price or, if later, at such time as MSA is no longer providing maintenance services for such Purchased Equipment. Client shall take no action that would void the manufacturer’s warranty for the Purchased Equipment during any period in which MSA is providing maintenance services for such Purchased Equipment.

(e)        Equipment Maintenance and Repair. MSA will keep the SmartTech® Equipment and Software provided under the Agreement, if any, maintained and in good working order for the Term of the Agreement. In addition, MSA will provide Client with maintenance and repair services for such other equipment, if any, as set forth in the Agreement hereto (collectively, the “Maintained Equipment”) for the periods indicated in order to keep such equipment in good working order and repair. If at any time during the Term any of the Software, the SmartTech® Equipment or the Maintained Equipment (collectively, the “Covered Equipment”) is not functioning properly, Client shall promptly contact MSA to schedule any necessary repair and/or maintenance service.

(f)         Use and Training. Client agrees that it shall cause its personnel to operate the Covered Equipment properly and with due care in accordance with MSA’s instructions and the manufacturer’s instructions. MSA will provide to Client the training services, if any, relating to use of any of the Covered Equipment as set in the Agreement. Client expressly acknowledges that if it in any way tampers with or damages the Covered Equipment, its performance will be compromised.

  1. Results of Services. Client acknowledges that MSA does not guarantee the results of any of its Services or that the use of the SmartTech® Equipment, or any other equipment, when used with the Software, will detect all potential risks and/or threats to Client and its personnel and property. The Services and SmartTech® Equipment are provided as a modality for Client to mitigate potential risks and threats to persons and property but are not a guarantee of, and MSA expressly disclaims, the detection, avoidance or elimination of any or all such risks or threats. MSA therefore does not make any warranty concerning the Services or use of the SmartTech® Equipment, and MSA hereby disclaims, any and all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

  2. Insurance. Throughout the Term, Client shall insure the SmartTech® Equipment and any Leased Equipment, if any, at its full replacement value. Upon the request of MSA, Client shall deliver to MSA a certificate of insurance evidencing this coverage, and naming therein MSA as a loss payee and additional insured.

  3. Ownership of Intellectual Property. Client acknowledges that the Software is proprietary to MSA. During the Term, Client is being provided a non-exclusive, non-assignable, non-transferable, and revocable subscription to use the Software, in object code format only, as it is installed on the Equipment. The Client will not, nor will it permit any third party, to reverse engineer, decompile, deconstruct, create derivate works from or otherwise copy the Software for any purpose whatsoever. Upon the expiration or earlier termination of the Term, the subscription shall expire. Other than the limited rights granted hereunder, Client is acquiring no rights in or to the Software, and Client shall take no action to challenge or compromise MSA’s ownership and copyright in and to the Software.

  4. Injunctive Relief. Client acknowledges that in the event of a breach or a threatened breach by Client of any restrictions or limitations on Client’s use of the Software, SmartTech® Equipment, or any Leased Equipment hereunder, or MSA’s ownership of the Software, MSA will not have an adequate remedy at law alone. Accordingly, in the event of any such foregoing breach or threatened breach, in addition to damages and any other remedies provided by law, MSA shall be entitled, without the need to post a bond or any other security, to specific performance, or otherwise to such equitable and injunctive relief as may be available to restrain the Client, including its employees, contractors, or agents, from the violation of the provisions hereof. Nothing herein shall be construed as prohibiting the non-Breaching Party from pursuing any other remedies available at law or in equity for such breach or threatened breach. In the event of any violation of the Agreement, the Breaching Party shall reimburse the non-Breaching Party for all costs and expenses, including reasonable attorneys’ fees, incurred in order to enforce the provisions of the Agreement or exercise any remedies for a violation thereof.

  5. Termination for Cause relating to Software or SmartTech® Equipment. In addition to its other termination rights as provided, if Client breaches its obligations regarding the Software or SmartTech® Equipment as prescribed in Sections 1(a) or 3 above, then the MSA shall have the right to immediately terminate the Agreement upon written notice. Upon such a termination, or the Client tampers with the Software or SmartTech® Equipment in any manner as prohibited by these terms, all Fees due through the remainder of the unexpired Term shall automatically accelerate and become immediately due and payable in full.

  6. Effect of Termination or Expiration. Upon the expiration or earlier termination of the Term for any reason, Client shall return to MSA at its expense the SmartTech® Equipment, if any, and any other Leased Equipment provided to Client by MSA hereunder, in good working order and repair other than ordinary wear and tear from use in accordance with the instructions provided by MSA. Client shall fully cooperate with MSA to effect the prompt return or removal of all such equipment from Client’s Facility. In all cases, effective immediately upon expiration or earlier termination of the Agreement for any reason, the Software subscription shall automatically terminate, and Services will cease. If Client fails to facilitate the return of all such equipment within fifteen (15) days following such expiration or earlier termination, MSA shall invoice Client for the full replacement value of such equipment.

  7. Relocation of Equipment. At no time during the Term will the Client relocate any of the SmartTech® Equipment or the Leased Equipment, if any, from the Facility. If Client plans to move its operations from the Facility to a new location, Client shall so advise MSA at least 30 days in advance so that the parties can coordinate the relocation or return of the SmartTech® Equipment and the Leased Equipment, if any.

  8. Client Obligations. Client is responsible for obtaining and maintaining any other equipment, utilities, or services it may need, including all associated costs, to utilize the Software or SmartTech® Equipment and for MSA to provide the Services, including but not limited to, Internet service and connectivity, electrical or physical office equipment, provision and maintenance of physical premises, and any utility services such as electricity.