MASTER SERVICES AGREEMENT
This Master Services Agreement (this Agreement) is made and effective as of December 7, 2017 (the Effective Date) by and between Vista Consulting Group, LLC, a Delaware limited liability company (VCG) and Datto, Inc., a Delaware corporation (Service Recipient). Each of VCG and Service Recipient may be referred to herein as a Party or the Parties.
WHEREAS, VCG provides certain professional services, including services of the type desired to be obtained by Service Recipient;
WHEREAS, Service Recipient has elected to retain VCG to provide certain services; and
WHEREAS, VCG desires to provide such services;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Confidential Information means any information that is treated as confidential by a Party, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
Deliverables means all documents, work product and other materials that are delivered to Service Recipient hereunder or prepared by or on behalf of VCG in the course of performing the Services, including any items identified as such in any Statement of Work.
Disclosing Party means a Party that has disclosed information treated as confidential by such Party.
Equipment means any equipment, systems, cabling or facilities provided by Service Recipient and used directly or indirectly in the provision of the Services.
Intellectual Property Rights means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.