Last Updated: 04/20/2026
All Services (defined below) rendered to Client by Envoc are subject to the following provisions:
1. Definitions. Unless a different definition is expressly provided in the Master Service Agreement or a Statement of Work, the following terms shall be defined as follows:
A. “Agreement” has the meaning set forth in the Master Service Agreement.
B. “Client Materials” means all works of authorship, information, data, marks, Confidential Information, and other items provided by or on behalf of Client to Envoc.
C. “Confidential Information,” unless already defined in a form of confidentiality agreement between the parties, means: non-public information, including the terms and conditions of the Agreement, the existence of the discussions between the parties, information concerning the Agreement, information regarding each party’s products, services, product designs, plans and roadmaps, prices and costs, trade secrets, know how, inventions, development plans, techniques, processes, programs, schematics, software, data, customer lists, financial information, sales and marketing plans, business opportunities, personnel data, research and development activities, and pre-release products, all copies, notes, extracts, summaries and analyses of any of the foregoing, and any other information which the receiving party (“Receiving Party”) knows or reasonably ought to know is confidential, proprietary or trade secret information of the disclosing party (“Disclosing Party”); provided, however, “Confidential Information” shall not include information which (i) was legally in its possession or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of the confidentiality obligations by the Receiving Party; (iii) is legally obtained by the Receiving Party from a third party source without any obligation of confidentiality; or (iv) is developed independently by or for the Receiving Party without use of or reference to information that would otherwise qualify as Confidential Information but for this exception and such independent development can be documented.
D. “Custom Developments” means any Deliverable, and elements thereof, created by Envoc for, and delivered to, Client under a Statement of Work but excluding any and all Client Materials, Developer Libraries, and Open Source Technology.
E. “Deliverables” has the meaning set forth in each Statement of Work.
F. “Developer Libraries” means any and all discoveries, know-how, ideas, inventions (whether patentable or not), processes, software, techniques, tools, and other technology and information, including Envoc’s Confidential Information, and all tangible embodiments of any of the foregoing, that (a) is either owned by Envoc or licensed to Envoc and (b) either (i) is in existence in electronic or written form or as a product on or prior to the Effective Date or (ii) is conceived, created, developed, reduced to practice or made by or on behalf of Envoc after the Effective Date independently of its activities under this Agreement.
G. “Intellectual Property Rights” means all current and future worldwide patents and other patent rights, utility models, copyrights, mask work rights, trademarks, sui generis database rights, trade secrets, and all other intellectual property and industrial property rights now known or hereafter recognized anywhere in the world, as well as all present and future registrations, applications, disclosures, renewals, extensions, continuations or reissues of any of the foregoing.
H. “Open Source Technology” means any technology from the open source community, including without limitation, any software that requires as a condition of use, modification and/or distribution of such software that other software incorporated into, derived from or distributed with such software be: (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.
I. “Scope of Work” has the meaning set forth in each Statement of Work.
J. “Services” means the professional design and software development services to be provided by Envoc, as more specifically described in any Statement of Work, including the Scope of Work performed on behalf of and/or rendered to Client by Envoc and the creation and delivery of Deliverables.
2. Envoc’s Services.
A. Scope of Work. The Scope of Work which composes the Services that Envoc will perform, and the Deliverables that will result from such Scope of Work, shall be outlined in one or more Statements of Work which shall be signed by both parties. The purpose of the Statement of Work is to provide an overview of the proposed work plan, to identify the Scope of Work effort, and to provide time and cost estimates for completion of Deliverables. If no Statement of Work is signed by Client, Envoc shall have no obligation under this Agreement to perform any Services. The parties shall mutually agree in writing on the cost and schedule for such Services before Envoc shall perform any such Services.
B. Additions and Changes. The parties may mutually agree from time to time on additional Statement(s) of Work providing for additional Services to be performed or additional Deliverables to be developed by Envoc pursuant to this Agreement. In the event Client identifies additional or different specifications or user requirements after Envoc begins work on any given Statement of Work, Client shall document such requirements and provide such documentation to Envoc. Upon request, Envoc will provide cost and schedule estimates for each addition, change and/or requirement, and will work with Client to establish priorities for each. If Clients proposes a change to the Scope of Work, Deliverables, and/or any specifications thereof, Envoc may accept or reject such change and, if accepted, Client agrees to (a) make any necessary changes to the timeline and schedule for development, and (b) bear any reasonable extra expense and pay (at Envoc’s standard time and materials rates) for any additional work required by such change. If additions or changes are discussed orally, Envoc may in a written communication to Client memorialize such additions or changes, including Envoc’s acceptance or rejection thereof in whole or in part, which shall govern as between Envoc and the Client.
C. Acceptance of Deliverables. Upon delivery of the Deliverables to Client, Client will test whether the Deliverables conform to the acceptance criteria, if any, specified in the applicable Statement of Work or, in the absence of such stipulated acceptance criteria, according to the applicable part of the specifications of the Statement of Work. Client will accept or reject each Deliverable within thirty (30) days after delivery (“Test Period”) and will give Client written notice of rejection thereof (any such nonconformance will be referred to as “Deficiencies”). Client will be deemed to accept the Deliverable if either Client fails to provide such written notice of Deficiencies to Envoc within the Test Period or there is any deployment or public distribution of the Deliverable by or on behalf of Client. In the event that (and only if) a Deliverable has Deficiencies, Client shall reject the Deliverable and provide written notice to Envoc prior to the last day of the Test Period describing the Deficiencies in sufficient detail to allow Envoc to correct the Deficiencies. Within thirty (30) days after receiving each report regarding Deficiencies, Envoc will use commercially reasonable efforts to correct the Deficiencies so that the Deliverable conforms to the acceptance criteria and/or the applicable part of the specifications of the Statement of Work. The procedure in this Sub-Paragraph will be repeated with respect to a revised Deliverable to determine whether it is acceptable to Client, unless and until the Deficiencies are corrected or Client issues a final rejection of the revised Deliverable after rejecting the Deliverable on at least two (2) prior occasions, whichever occurs first. If Client issues a final rejection of the revised Deliverable pursuant to this Sub-Paragraph, Client’s sole remedy shall be for Envoc to return any and all compensation previously paid to Envoc by Client solely for such Deliverable, but not for any other Services or other costs or expenses under the Statement of Work and, at Envoc’s or Client’s option and upon written notice, the applicable Statement or Work shall terminate. In the event that Client thereafter uses or commercializes any Deliverable that is finally rejected under this Sub-Paragraph, it shall promptly pay to Envoc all amounts that Envoc refunded to Client hereunder.
3. Client Access and Assistance.
A. Client Representative. Client will appoint and designate a “Client Representative,” who shall provide professional and prompt liaison with Envoc and have the necessary expertise and authority to commit Client and perform its obligations under this Agreement, including identifying any Deficiencies and otherwise determining whether a Deliverable conforms to acceptance criteria and/or the specifications of the Statement of Work. Client may change the Client Representative any time and from time to time upon written notice to Envoc. Primary guidance and direction for Envoc with respect to performance of the Services will be the responsibility of the Client Representative, who will be available to attend progress meetings scheduled during normal business hours (and will be available for telephone interview access during normal business hours when Envoc is working remotely) at regular intervals, to maintain clear and open channels of communication, and to minimize problems and facilitate prompt and efficient performance of the Services.
B. Data and Information. Client shall make available in a timely manner at no charge to Envoc all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources required by Envoc for the performance of the Services. Client will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials, and information supplied by Client.
C. Equipment. During the time Envoc personnel is on Client’s premises, Client will provide at no charge to Envoc for such personnel’s use a workspace and access to the appropriate computing resources and environment, including phone, fax, and other mutually agreed office equipment and materials needed for the work such personnel is performing under this Agreement. Without limitation to the foregoing, Client shall indemnify and hold harmless Envoc from and against any and all losses, liabilities, damages, costs and expenses it incurs in connection with Envoc personnel being located on Client’s premises, including injury to persons or property or death.
D. Client Tasks. Envoc’s role is to assist Client with the proper implementation of the Deliverables. Tasks that are primarily the responsibility of the Client personnel will remain the responsibility of Client and under such Client supervision, management and control, even if Envoc assists in performing such tasks.
4. Price and Payment for Services.
A. Compensation for Services. Envoc shall be compensated by Client for the Services rendered as specified in the Statement of Work.
B. Taxes, Duties and Shipping Costs. All prices specified in the Statement of Work are exclusive of sales, use, excise and other applicable taxes, duties and similar levies on the Services or on the Deliverables, all of which shall be payable by Client in addition to the prices as specified in the applicable Statement of Work, unless Client provides Envoc with a valid exemption certificate therefrom. Client is responsible for paying all shipping costs and import duties for products ordered or delivered under this Agreement.
C. Out-of-Pocket Expenses. In addition to the payment for the Services and the Deliverables specified in the
applicable Statement of Work, Client shall reimburse Envoc for all reasonable out-of-pocket expenses incurred by Envoc or its employees, independent contractors or agents in connection with the Services rendered under this Agreement, provided that such expenses have been approved in advance by the Client Representative. Such out-of-pocket expenses shall include reasonable documented travel expenses approved in advance by the Client Representative. Such reasonable documented travel expenses shall be those that are in accordance with Client’s travel entertainment policy for its own employees, except that in all cases business class travel shall be considered reasonable for any trip requiring one-way travel time of six (6) hours or more.
D. Invoices, Late Fees and Further Costs. Envoc invoices shall be submitted to Client biweekly. Unless the Statement of Work provides otherwise, such invoices shall be due upon receipt. If an invoice is not paid after thirty (30) days, a late charge of 1.5% will be added monthly (18% per annum), or the highest rate allowed by law, to any outstanding balance that is past due. Payments received from Client will be credited towards late charges prior to outstanding balances. Client shall further be responsible for all costs incurred by Envoc in connection with any claim made by Envoc in order to recover payment of Client’s account, including without limitation all professional fees, attorney’s fees, and costs of collection.
5. Intellectual Property.
A. Deliverables. Deliverables may include Developer Libraries, Open Source Technology, Client Materials, and/or Custom Developments, as applicable. As between Envoc and Client, Client is not the author or owner of the Developer Libraries or Open Source Technology or of any Intellectual Property Rights in the foregoing; and Envoc and its licensors own all Intellectual Property Rights in the Developer Libraries and Open Source Technology. Client will not challenge or contest, directly or indirectly, Envoc’s ownership of the Developer Libraries and Envoc’s Intellectual Property Rights therein and validity and enforceability of the foregoing. Subject to Client’s compliance with all obligations under the Agreement, including timely payment of all invoices, and Client’s consent and compliance with any third party licenses, as applicable, Envoc will grant to Client a non-exclusive, perpetual, irrevocable, worldwide, fully-paid up license in the Developer Libraries and Open Source Technology to the extent required to allow Client to use and maintain the Deliverables for the purposes contemplated by the Statement of Work, including the right, by all means now known or later developed, to distribute, publicly and digitally perform, publicly and digitally display, create and have created derivative works and new versions of the Deliverables by or on behalf of Client. Notwithstanding the foregoing, and unless the Statement of Work provides otherwise, Client shall not be entitled to a copy of source code in the Developer Libraries.
B. Client Materials; Custom Developments. As between Envoc and Client, Client owns all Intellectual Property Rights in Client Materials, and Client hereby grants to Envoc and its employees, agents, and contractors a license in all Intellectual Property Rights in Client Materials as necessary or helpful for Envoc to render the Services, including creating the Deliverables. Upon completion of the Scope of Work by Envoc and delivery to Client of all Deliverables contemplated by a Statement of Work, and subject to Client’s compliance with all obligations under the Agreement, including timely payment of all invoices, and Client’s consent and compliance with any third party licenses, as applicable, Envoc will assign to Client all its rights, title, and interest in all copyrights in Custom Developments, and Client hereby grants to Envoc and its employees, agents, and contractors a non-exclusive, perpetual, irrevocable, worldwide, fully-paid up license to all copyrights in the Custom Developments, except that Envoc may not use such Custom Developments for a direct competitor of Client that carries on or engages in a business similar to Client in the same geographic territory.
C. Advertising. Envoc may identify Client as a customer of Envoc, and Envoc may use Client’s name, logo, and/or marks in advertising and marketing materials, including on Envoc’s website.
D. All Rights Reserved. All rights not expressly granted under the Agreement are reserved to their respective owners. Neither party may exercise the Intellectual Property Rights of the other party, except as expressly permitted under the Agreement.
6. Confidential Information. Each of the parties recognizes that it will come into possession of information that
comprises valuable trade secrets and other Confidential Information which is exclusively owned by the other party. Both parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement and at all times following the termination or expiration of this Agreement. The parties may, however, disclose Confidential Information only to their employees and contractors who need to know Confidential Information in order to assure the parties’ respective compliance with the other terms and conditions of this Agreement. The Receiving Party may not use the Confidential Information of the Disclosing Party, except for the purpose of exercising its rights and fulfilling its obligations set forth in the Agreement and for no other purpose. Upon expiration or earlier termination of the Agreement, the Receiving Party shall: (i) cease using the Confidential Information, and (ii) destroy, unless specifically requested by the Disclosing Party to return such Confidential Information, and certify in writing such destruction of all Confidential Information including copies, notes or extracts thereof within ten (10) business days of such expiration or the effective date of termination. In the event of the breach of this provision regarding Confidential Information, it is understood that damages will be difficult to ascertain and either party may petition for injunctive relief in addition to any other relief which they may have under the law, this Agreement or any other agreement executed in connection herewith.
7. Term. For each Statement of Work, and unless the Statement of Work provides otherwise, the term of such Statement of Work shall commence on its Effective Date and continue until completion of the Services, unless earlier terminated in accordance with this Agreement.
8. Termination.
A. Post-Termination Rights
i. Fees. In the event of termination of this Agreement by either party for any reason, Client shall pay Envoc for all work and expenses accrued prior to the effective date of such termination, and Envoc shall be entitled to invoice Client for such work.
ii. Survival. To the extent necessary for the enforcement of the parties’ respective rights and obligations under the Agreement, such provisions shall survive expiration or earlier termination of the Agreement. In addition, any unresolved disputes remaining after expiration or earlier termination of this Agreement shall, notwithstanding such expiration or termination, be resolved in accordance with the provisions hereof.
B. Termination by Client Without Cause. Subject to the foregoing, upon fifteen (15) business days’ written notice, Client may terminate this Agreement and the provision of the Services without cause, provided that no such termination will entitle Client to be released from the obligation to pay or to a refund of any portion of the fees due or paid, as applicable, prior to the effective date of termination for Services rendered pursuant to any and each Statement of Work previously signed by Client and/or internal and out-of-pocket expenses accrued.
C. Termination by Envoc Without Cause. Envoc may terminate this Agreement, or any Statement of Work, immediately and the provision of the Services at any time without cause by giving Client written notice of termination and refunding to Client all of its fees paid under such Statement of Work, without interest and excluding Envoc’s
costs, taxes, and out-of-pocket expenses, whereupon this Agreement shall thereafter be null and void and of no further effect, with the exception of the parties’ continuing rights as specified in Sub-Paragraph “A” above entitled “Post-Termination Rights. ”
D. Termination for Cause. If Client fails to timely pay any amount due to Envoc or if Client’s the breach or default under the Agreement is not capable of being cured, Envoc may suspend or terminate this Agreement or any Statement of Work, at Envoc’s option, immediately upon written notice to Client. Subject to the foregoing, in the event of a breach of any material term or condition hereunder by either party, the parties shall follow the procedure set forth in the Sub-Paragraph entitled “Informal Dispute Resolution Procedure. ”
9. Limited Warranty. Unless a Statement of Work provides otherwise, Envoc warrants for a period of thirty (30) days from delivery to Client that the Deliverables will conform to the acceptance criteria, if any, specified in the applicable Statement of Work or, in the absence of such stipulated acceptance criteria, according to the applicable part of the specifications of the Statement of Work. Client’s sole remedy for a breach of the foregoing warranty shall be the procedure set forth in the Sub-Paragraph titled “Acceptance of Deliverables. ” SUBJECT TO THE FOREGOING, ENVOC’S SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS, AND ENVOC SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, IN THE SERVICES, SCOPE OF WORK, AND/OR DELIVERABLES INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THEY WILL BE FREE OF BUGS OR DEFECTS. MODIFICATIONS MADE TO DELIVERABLES BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES.
10. Limited Liability. TO THE GREATEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR PAYMENT OF INVOICES,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER, EITHER IN CONTRACT OR TORT, FOR ANY AMOUNT GREATER THAN THE FEES THAT ENVOC HAS COLLECTED FROM CLIENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. EXCEPT FOR PHYSICAL INJURIES OR INJURIES CAUSED BY THE INTENTIONAL OR GROSS FAULT OF ENVOC, CLIENT FURTHER AGREES THAT IN NO EVENT SHALL ENVOC BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT, IN TORT, OR OTHERWISE, EVEN IF ENVOC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Dispute Resolution.
A. Governing Law. The Agreement shall be governed by the laws of the State of Louisiana, without regard to conflict of law principles.
B. Opportunity to Cure.
i. Condition Precedent For Remedies At Law. Except for a claim that Client has failed to pay amounts due to Envoc for Services rendered under this Agreement, neither party may sue the other party seeking monetary damages or other remedies at law, whether in tort or in contract, unless the aggrieved party has first adhered to the following informal dispute resolution procedure; provided, however, that nothing herein shall prevent either party from seeking a temporary restraining order, preliminary injunction, or other remedies in equity to protect its Confidential Information and/or to enforce or enjoin any infringement or misappropriation of its Intellectual Property Rights and/or specific performance of related rights under this Agreement. If a party fails to strictly observe the foregoing limitations on suing the other party and sues the other party without first attempting to resolve the dispute in accordance with such informal dispute resolution procedure, such other party shall be entitled to dismissal without prejudice of the party’s lawsuit unless and until the parties have attempted to resolve the dispute in accordance with such informal dispute resolution procedure.
ii. Informal Dispute Resolution Procedure. The aggrieved party shall notify the other party in writing (the “written notification”) of the nature of the dispute with as much detail as possible about the deficient performance of the other party. Representatives of each party with authority to settle the dispute shall meet in person or by telephone within five (5) business days of the date of the written notification to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective parties. Such party representatives shall issue a joint report to their respective management about the nature of the dispute in detail and a plan of corrective action. If the parties’ representatives are unable to agree on a plan of corrective action, Client’s senior partner or executive and Envoc’s President shall meet in person or by telephone to facilitate an agreement within ten (10) business days of the date of the written notification. If management cannot resolve the dispute or agree upon a written plan of corrective action to do so within fifteen (15) business days of the date of the written notification, or if the agreed-upon completion dates in the written plan of corrective action are exceeded, the limitations on filing lawsuits set forth in the preceding Sub-Paragraph (i) shall no longer apply.
C. Exclusive Venue; Attorney’s Fees. The parties irrevocably consent to the exclusive jurisdiction of the State and Federal Courts located in Baton Rouge, Louisiana, and the parties waive any objection to personal jurisdiction or venue thereto. If a legal proceeding is commenced to enforce, interpret, or obtain a declaration of rights under this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys’ fees and costs incurred in the proceeding from the non-prevailing party, as well as any reasonable attorneys’ fees and costs that the prevailing party incurred prior to commencing the proceeding and to enforce this provision.
12. General Provisions.
A. Order of Precedence. In the event of a conflict between any provision of, on the one hand, Envoc’s Service Terms and Conditions and/or the Additional Terms for Hosting and Maintenance Services and, on the other hand, any Master Service Agreement or Statement of Work, the provisions of the latter shall take precedence and govern.
B. Notices. Any notice permitted or required under this Agreement may be e-mailed, delivered personally or mailed by registered mail to the addresses as specified on the Master Service Agreement, any Statement of Work, or as the parties may otherwise designate by notice hereunder.
C. Assignment and Contractors. Neither party may assign or transfer this Agreement or their rights and obligations hereunder, without the prior written consent of the other party, and any attempted assignment or transfer without such consent shall be null and void ab initio . The parties recognize that Client has retained Envoc’s services for Envoc’s unique development capabilities. Envoc reserves the right, however, to delegate certain of its duties under this Agreement to persons, entities and subcontractors which it determines are capable of performing its obligations hereunder.
D. Non-Solicitation and Non-Hiring. During the term of this Agreement, and for a period of two years after the
expiration or termination of this Agreement, Client, any affiliate of Client, or other party providing services to Client shall not to hire or solicit the employment of any person who (a) at the time of such solicitation or hiring is presently an employee or contractor of Envoc, or (b) at any time within one year prior to such solicitation or hiring has been an employee or contractor of Envoc, and directly or indirectly associated with Envoc’s Services under this Agreement. The parties recognize and agree that the damages resulting to Envoc from a breach of this Section are difficult or impossible to calculate, and that irreparable injury to Envoc would result from any such breach. Envoc shall be entitled to injunctive relief in the event of any breach or threatened breach of this Section, in addition to any other remedy in law or equity arising therefrom. Additionally, if Client, any affiliate of Client, or other party providing services to Client hires such a person or contracts with such a person, Client shall pay to Envoc liquidated damages equal to two times such person’s annual base salary immediately preceding such person’s termination of employment with Envoc. The parties agree that such liquidated damages are a reasonable estimate of the damages which would be suffered by Envoc in the event of such hiring.
E. Independent Contractor; No Third Party Beneficiaries. The parties intend that an independent contractor relationship will be created by this Agreement and that no additional partnership, joint venture or employee/employer relationship is created. Unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than the parties any rights, remedies or other benefits under or by reason of this Agreement.
F. Force Majeure. Neither party shall be liable to the other for delays or failures in performance (other than failures to satisfy any payment obligations) resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God (including named storms), pandemics and endemics, riots, acts of war, governmental regulations, communication or utility failures. The party seeking relief from the force majeure event shall promptly notify the other of the occurrence of such event. In the event that Envoc fails to deliver a Deliverable within thirty (30) days after the completion date set forth in the applicable Statement of Work due solely to such causes, Client may either: (a) terminate the applicable Statement of Work as to such Deliverable not delivered; or (b) suspend the applicable Statement of Work in whole or in part for the duration of the delaying cause. Envoc shall resume performance under the applicable Statement of Work immediately after the delaying cause ceases.
G. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
H. Waiver and Amendment. The failure by either party to enforce any provision of this Agreement will not be deemed a present or future waiver of that or any other provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the parties. Any provision of this Agreement may be amended (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties.
I. Legal Compliance. Client will comply with all applicable laws, and Client will not violate any applicable law in connection with EnvocIs Services. Client will defend, indemnify, and hold harmless Envoc against any claim, investigation, or penalty arising from or relating to any unlawful acts of Client, including without limitation any breach of laws relating to intellectual property, cyber security, and/or data privacy.
J. Headings. Headings used in this Agreement are for ease of reference only and shall in no way define, limit, or construe the scope or extent of such provision or in any way affect the construction or interpretation of such provision or this Agreement.
K. Integration. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and all prior representations, understandings and agreements regarding the subject matter hereof, either written or oral, expressed or implied, are superseded and shall be and of no effect.
L. Counterparts. Any Master Service Agreement or Statement of Work may be executed by Client and Envoc in multiple counterparts, each of which shall be an original but all of which together shall constitute one instrument. The electronic (including ,pdf) signature of a party shall be valid as an original signature of a party, and shall be effective to bind such party.