This STATEMENT OF WORK (“Statement of Work” or "SOW") is entered into and made effective as of the date of the executed Order Form (the “Effective Date”) by and between the person or entity noted on the Order Form requesting training (the “Client”) and NodeSource, Inc. (“NodeSource”) (each, a “Party” and together, the “Parties”).(“NodeSource”) (each, a “Party” and together, the “Parties”) This SOW is made in connection with the Master Services Agreement noted on the Order Form This SOW is subject to and governed by all terms and conditions of the Agreement and Order Form.
Client has asked and NodeSource has agreed to provide Node training to Client (hereafter, the “Services”) under the terms and conditions set forth below. The Order Form, attached hereto and incorporated by reference, will detail specific training, the number of Client’s persons to whom training will be provided, the length of the training sessions, the location of the training, and the fee for the Services.
Fees. Client agrees to pay the fee specified in the Order Form.
Payment will be made within thirty (30) days from the invoice date (“NET 30”), payable in U.S. dollars at the address or to the bank account provided to Client by NodeSource. Past due amounts will incur a 1.5% interest charge per month, compounded monthly.
4.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period specified on the Order Form.
4.2 Termination. This Agreement and all rights under this Agreement will terminate automatically and cease to be effective on the earlier of (1) termination of this Agreement by NodeSource after providing thirty (30) days written notice of its intent to terminate, or (2) termination of this Agreement by NodeSource for Client’s failure to comply with any term(s) of this Agreement, including failure to timely pay any undisputed past due amounts, after being provided seven (7) days written notice by NodeSource.
4.3 Consequences of Termination; Survival. In the case of termination by NodeSource under subparts (1) or (2) above, NodeSource will refund to Client a prorated amount of Client’s fee, if applicable. Any outstanding payment obligations in this Agreement shall survive any termination of this Agreement.
Counterparts. This SOW may be executed in one or more counterparts and by exchange of signed counterparts transmitted by facsimile, email, or other electronic means, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
Conflicts. In the event of any inconsistency between the Agreement and this SOW, this SOW shall take precedence. In the event of any inconsistency between this SOW and the Order Form, the terms of the Order Form shall take precedence.