MASTER SERVICES AGREEMENT
This Master Services Agreement (this “MSA”) becomes effective as of the latest signature date below (the “Effective Date”). Together with any applicable Order Form that references this MSA, it forms the legal agreement (collectively, the “Agreement”) between Colombatti LLC (“Colombatti,” “we,” or “us”) and the customer identified on the applicable signature page or Order Form (“Client” or “you”). Colombatti and Client may be referred to together as the “Parties” and individually as a “Party.”
Colombatti provides a procurement, spend intelligence, contract visibility, negotiation support, benchmarking, advisory, and related platform and services offering (collectively, the “Platform” and “Services”). The Platform is intended to help customers evaluate software, AI, and supplier spend more effectively, organize procurement workflows, and make better-informed commercial decisions.
During the Term, Client appoints Colombatti as a limited advisor and representative solely to the extent reasonably necessary for Colombatti to provide the Services and assist with procurement analysis, supplier evaluation, and commercial negotiation support. For clarity, Colombatti is not authorized to execute agreements on Client’s behalf unless the Parties expressly agree otherwise in writing. Client will reasonably cooperate by providing personnel, documents, operational context, and access to relevant information needed for Colombatti to perform the Services.
Client’s access to the Platform and Services will be defined in one or more order forms (each, an “Order Form”). Each Order Form may describe the scope of Services, subscription period, pricing, usage limitations, support terms, and any additional commercial conditions. Any unused service capacity or subscription rights expire at the end of the applicable subscription term unless otherwise stated in the relevant Order Form.
4.1 License. Subject to this Agreement and the applicable Order Form, Colombatti grants Client a non-exclusive, non-transferable, limited right to access and use the Platform during the subscription term solely for Client’s internal business purposes.
4.2 Acceptable Use. Client will use the Platform only in accordance with this Agreement, applicable Order Forms, and applicable law.
4.3 Client Responsibilities. Client is responsible for the accuracy, legality, and completeness of information it submits to the Platform, for its users’ compliance with this Agreement, and for taking commercially reasonable steps to prevent unauthorized access.
4.4 Restricted Data. Unless expressly agreed otherwise in writing, Client will not submit protected health information or other categories of regulated data that require industry-specific compliance obligations beyond those expressly supported by Colombatti.
5.1 Fees. Client will pay the fees set forth in each applicable Order Form. Except where this Agreement expressly provides otherwise, fees are non-cancellable and non- refundable.
5.2 Invoicing. Unless otherwise stated in an Order Form, Colombatti may invoice annually in advance, and Client will pay undisputed invoices within thirty (30) days of the invoice date.
5.3 Taxes. Client is responsible for applicable sales, use, value-added, or similar taxes associated with its purchase of the Platform or Services, excluding taxes based on Colombatti’s income.
6.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with its terms.
6.2 Termination for Cause. Either Party may terminate this Agreement or an Order Form if the other Party materially breaches it and does not cure that breach within thirty (30) days after written notice.
6.3 Effect of Termination. Upon termination, Client’s access rights end, except to the extent otherwise stated in this Agreement. Termination does not relieve Client of payment obligations for amounts already due.
Each Party agrees to protect the other Party’s confidential or proprietary information using at least reasonable care and to use such information only as needed to perform under this Agreement. Confidential Information does not include information that is publicly available without breach, lawfully received from a third party, or independently developed without use of the other Party’s confidential materials.
Colombatti warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated in this Agreement, the Platform and Services are provided “as is” to the maximum extent permitted by law.
9.1 Ownership. Colombatti retains all right, title, and interest in and to the Platform, Services, software, methodologies, templates, documentation, and related intellectual property.
9.2 Client Data. Client retains ownership of Client Data. Colombatti may process Client Data as necessary to provide the Services and operate the Platform. Colombatti may also create de-identified and aggregated data derived from Client Data, provided such data does not identify Client as the source.
9.3 Privacy. Each Party will comply with applicable privacy and data protection laws relevant to its obligations under this Agreement.
9.4 Feedback. If Client provides feedback, suggestions, or recommendations, Colombatti may use them without restriction and without any obligation to Client.
Each Party will indemnify the other Party against third-party claims arising from its material breach of this Agreement or violation of applicable law, subject to customary notice, control of defense, and cooperation requirements.
Except for obligations that cannot be limited under applicable law, each Party’s aggregate liability arising out of this Agreement will not exceed the amounts paid or payable by Client to Colombatti during the twelve (12) months preceding the event giving rise to the claim. Neither Party will be liable for indirect, incidental, special, or consequential damages, including lost profits or lost data, to the extent permitted by law.
12.1 Entire Agreement. This Agreement, together with any applicable Order Forms, represents the complete understanding between the Parties regarding the subject matter covered here.
12.2 Publicity. Colombatti may identify Client as a customer in sales and marketing materials unless Client requests otherwise in writing.
12.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets.
12.4 Governing Law. This Agreement will be governed by the laws specified in the applicable Order Form or, if none are specified, by the laws of the State of New York, without regard to conflict-of-law principles.
12.5 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary, or employment relationship.
Prior versions of this agreement may be made available by Colombatti upon request or through an archived legal page if maintained by the company.