Master Service Agreement (MSA)
1. Parties to the Agreement. This Master Service Agreement (“MSA”) is between LAVAZZA SAFETY, LLC, an Arizona limited liability company located at 2550 E. Rose Garden Ln, #72542, Phoenix, AZ, 85050, referred to as “LSL” or “we,” and the client identified on the SOW referencing this MSA, referred to as “Client, or “you.” Collectively, we and you are the “Parties.”
2. Term and Termination. This MSA begins on the earlier of the date of the last signature below, the effective date of the SOW referencing this MSA, or the commencement of services by LSL, and lasts one year or such longer period as may be reflected in a SOW governed by this MSA, and renews automatically for successive 1-year periods unless either Party provides written notice 30 days before the end date. Either Party may terminate early with 30 days’ written notice, or immediately if the other Party materially fails to adhere to these terms or otherwise meet its obligations hereunder—such as non-payment, lack of cooperation, or unsafe site conditions for LSL’s employees.
3. Services Overview. LSL delivers safety inspection services, including OSHA-aligned assessments and recommendations for improving workplace safety, supporting Client’s compliance with relevant industry regulations and in implementing best practices in occupational health and safety. Specific details of each engagement—such as locations and schedules—will be outlined in a separate Statement of Work (SOW) governed by this MSA.
4. Independent Contractor Status. LSL operates as an independent contractor, not as an employee, agent, or representative of Client. LSL has no authority to enter into agreements or commitments on Client’s behalf, and Client has no such authority over LSL.
5. Advisory Nature of Services. LSL provides advisory services only. We identify safety concerns and offer recommendations, but Client retains full responsibility for deciding whether to act on them and for ensuring compliance with all applicable laws and regulations.
6. Confidentiality. Both Parties will protect confidential information shared under this MSA—such as LSL’s inspection methods or Client’s operational data. Disclosure is permitted only if required by a court or government agency with proper authority, and the disclosing Party will notify the other promptly unless prohibited by law.
7. Payment Terms. Client will pay LSL within 30 days of receiving a properly submitted invoice. Overdue amounts incur a late payment fee equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. Pricing and payment schedules will be detailed in each SOW, and we accept payment via credit card, ACH or check.
8. Liability and Indemnification. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each Party will cover direct damages and losses incurred by the other Party solely as a result of such Party’s gross negligence or willful misconduct under this MSA or any SOW. For LSL, liability is limited to the specific SOW related to the claim and does not extend to issues arising after that SOW’s services are complete, with a maximum liability equal to the fees paid for that SOW (not exceeding $100,000, unless Arizona law states otherwise). Client will indemnify, defend and hold harmless LSL for any losses or harm to LSL’s employees or property due to Client’s site conditions under the applicable SOW, consistent with Arizona law (e.g., A.R.S. § 32-1159 for construction projects). This applies only to significant errors, not minor oversights.
9. Insurance Requirements. LSL will maintain professional liability and workers’ compensation insurance. Client will maintain general liability insurance. Both Parties will keep coverage active, with policy limits no less than is customary for similar companies in the industry, and provide proof upon request to ensure protection against potential issues.
10. Client Responsibilities. Client will provide safe site access for LSL’s employees, promptly supply necessary information (e.g., but not limited to equipment records, safety policies, incident records and/or prior violation notices), and cooperate fully during inspections. Delays or failures in these areas may require adjustments to schedules or fees.
11. Warranties and Disclaimers. LSL warrants that its inspections meet industry standards, and are aligned with OSHA guidelines at the time of service. However, LSL does not guarantee Client’s compliance or the prevention of incidents—those outcomes depend on Client’s actions. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED AND EXCLUDED, INCLUDING BUT NOT LIMITED FITNESS FOR A PARTICULAR USE.
12. Non-Solicitation. During this MSA and for one year after it ends, neither Party will solicit or hire the other’s employees or subcontractors without written consent, unless the individual applies through a public job posting.
13. Force Majeure. Neither Party will be responsible for failures or delays in its performance caused by events beyond its reasonable control—such as natural disasters or emergencies—provided prompt notice is given to the other Party.
14. Default. If LSL can’t perform the services outlined in this MSA or any SOW—due to unforeseen issues—we have 30 days to arrange a qualified replacement provider to keep things on track. If no suitable replacement is available, LSL will refund Client any prepaid fees for uncompleted work, prorated based on what’s left, minus any processing costs, and return any Client property we’ve received for the job. If either Party defaults and it leads to legal action or arbitration, the Party at fault will cover the other’s reasonable costs—like arbitration fees or related expenses—tied to resolving the issue.
15. Dispute Resolution. If a disagreement arises, we’ll first attempt direct discussions, then mediation, and finally arbitration in Maricopa County, Arizona. This approach avoids lengthy court processes unless absolutely necessary.
16. Notices. All formal communications—such as termination notices—must be in writing and sent via certified mail or email (with delivery confirmation) to the addresses listed at the signature line, following Arizona standards (A.R.S. § 1-218).
17. Governing Law. This MSA is governed by Arizona law, with any legal proceedings held in Maricopa County, per A.R.S. § 1-301, ensuring a clear and local framework.
18. Miscellaneous. Amendments to this MSA require written agreement signed by both Parties. This MSA and any SOWs hereunder constitute the sole and entire agreement among the parties relating to the subject matter hereof, and any terms included on or referenced in Client’s PO or other standard ordering documents are expressly rejected by LSL and shall be of no force or effect. If one section of this MSA or any SOW hereunder is unenforceable, the rest remains valid. Neither Party may transfer or assign this MSA or any SOW hereunder to another entity without the other’s written approval.