Master Service Agreement

Prepared for:

This Master Services Agreement (the “Agreement”) created on 4/23/2020, is entered into between Network Solutions & Technology (“NST”) and client (“Client”) the entities signing, as of the (“Effective Signature Date”). This Agreement states the terms and conditions under which NST will provide services to Client, including but not limited to information systems management services and professional services.

NOW, THEREFORE, the parties agree as follows:

FEES
1. The normal hourly rates for NST personnel is currently $175 per hour for network engineer. A minimum of one-hour will be billed for onsite service. Help Desk support will be billed in ÂĽ hour increments at the same rate.
2. Weekend and evening support will be provided at 1.5 times the normal hourly rate.

SERVICE LEVEL AGREEMENT
1. In absence of a MANAGED or other Support Agreement, all service response time is best effort.
2. All work shall be performed in a workmanlike and professional manner.

TERMS OF PAYMENT
1. Invoices are processed weekly and are due upon receipt. Prompt payment is expected. If Client has any valid reason for disputing any portion of an invoice, Client will notify NST within thirty (30) calendar days. If no such notification is given, the invoice will be deemed valid.
2. A finance charge of 1.5% per month will be charged on past due invoices.
3. NST may suspend or cancel all service thirty (30) days after an account is past due. Data contained in suspended or cancelled accounts will not be kept for more than 60 days after suspension or cancellation.
4. Client hall pay reasonable collection costs incurred by NST in the collection of any amount due hereunder, and in the recovery of any property pursuant to or in the enforcement of rights against the Client, including attorney’s fees and costs, whether or not suit is brought.
5. In the event of any suit or other proceeding to enforce any covenant or obligation of this Agreement, NST shall be entitled to recover litigation expenses incurred, including reasonable attorney’s fees and court costs. This Agreement and the performance hereunder shall be governed by and construed in accordance with the laws of New York.
PURCHASING HARDWARE AND SOFTWARE
1. Client is responsible for making any final decisions regarding the purchase of any hardware or software. When Client should decide upon the purchase of specific hardware or software, NST will either arrange for the purchase of the specific items at competitive prices or recommend to Client local dealers and/or contractors who can assist in the purchase.
2. Client agrees to accept the manufacturer’s warranty, if any, in lieu of any warranty by NST. Except as otherwise stated expressly herein, NST hereby disclaims any and all warranties relating to the Product(s), including (without limitation) any and all implied warranties of merchantability or fitness for the particular purposes of Client.
3. Client acknowledges that it is not relying on any promise or representation of NST not expressly set forth herein. NST is not responsible for Product specifications and has not provided any engineering or other advice concerning the Product or its fitness for Client’s intended use. Client waives, and hereby releases NST from, any liability for consequential damages, including (without limitation) loss of use, lost profits or income, and any loss or liability arising from property damage, death or personal injury, regardless of whether such loss or liability results in whole or in part from any delay, act or omission of NST.

SOFTWARE INSTALLATION
1. NST will install and set up the software you select. NST will also configure all software according to Client’s needs. As a professional consultant, NST adheres to an ethical standard requiring NST’S representatives to never knowingly participate in the illegal use, copying, or distribution of software or designed documents. If NST discovers any apparent or actual violation by Client of a specific vendor’s software license agreement or copyright, NST will immediately notify Client of such discovery.

NON-DISCLOUSRE AND CONFIDENTIALITY
1. Each party acknowledges that it and its employees or agents may, in the course of this Agreement, be exposed to or acquire information which is proprietary to or confidential to the other party. Each party agrees to hold such information in strict confidence and not to disclose any such information to any third party. Confidential information shall be defined as : (a) any technical information, design, process, procedure, formula, or improvement which may include formulae, specifications, designs, business and work processes, and procedures, instructions, and other data relating to the development, production of any work done specifically for the Client; and (b) the business plans and financial information (b) the business plans and financial information (the “Confidential Information”), regardless of whether such information would be protected at common law.
2. The parties acknowledge that the provisions of this paragraph shall not apply to: (a) Confidential information which at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise; (b) Confidential information which either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other; (c) Confidential information received from a third party which had the right to transmit without violation of any secrecy agreement with the other party; and (d) Confidential information which is required to be disclosed pursuant to court order or by law; provided, however, each party shall notify the other party prior to disclosing information pursuant to court order and shall cooperate with the other party, if requested, to obtain an appropriate protective order.

NO SOLICITATION FOR EMPLOYMENT
During the term of this Agreement and for a period of twelve (12) months following termination of this Agreement, Client shall not, either on its own account or for any other person, firm, partnership, corporation, or other entity, directly or indirectly: (a) solicit, contact, or endeavor to cause any employee of NST to leave his or her employment; (b) induce or attempt to induce any such employee to breach any employment agreement or other obligation(s) to NST; (c) otherwise interfere in any way with NST’S relationships with its employees; or (d) recruit, hire, employ or supervise any of NST’S employees, which shall include all employees of NST at any time during the term of this Agreement, without the prior written consent of NST.

TERMINATION OF AGREEMENT
This Agreement may be terminated by either party hereto at any time upon 90 days written notice to the other party. Termination of this agreement will not, by itself, result in the termination of any Service Attachment(s) previously entered into under this Agreement, and any terms of this Agreement will continue in effect unless and until the Service Attachment(s) itself is terminated or expires.
HOLIDAY AVAILABILITY
NST’S recognized holidays include New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. These holidays are not included as normal service hours.

LIMITATION OF LIABILITY
The total liability, if any, of NST, including but not limited to liability arising out of contract, tort, breach of warranty, or otherwise shall not in any event exceed the fees paid by “Client” to NST in any one month period. Neither party shall be liable for loss of profits, loss or inaccuracy of data, or indirect, special, incidental or consequential damages, even if such party has been advised of the possibility of such damages. This section shall survive termination of this Agreement.

The above terms for retention of Network Solutions & Technology’s are accepted by the undersigned, CLIENT, this Thursday, April 23, 2020, and are effective for all consulting services provided by Network Solutions & Technology on behalf of the undersigned.

Network Solutions & Technology

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