MASTER SERVICE AGREEMENT


  1. PARTIES. __________________________ (“CLIENT”), with its principal place of business located at, _______________________________________________ engages 1+1 TECHNOLOGY (“SERVICE PROVIDER”) , as an independent contractor, to provide Technology consulting and related services, (“Services”) in accordance with the terms of this Agreement. 1+1 TECHNOLOGY agrees to perform such Services in accordance with the scope of work authorized by the CLIENT.
  2. This Agreement is effective as of the signed date below and will remain in effect until terminated in accordance with the term of this Agreement (“TERM”).
  3. DISCLAIMER 1+1 TECHNOLOGY makes no representation, warranty, or guarantee (a) that it will be successful in stopping, eliminating, catching, protecting the Client from, computer and/or network related security threats, such as viruses, worms, hackers, spyware, trojan horses, etc.; (b) that any problem, issue, emergency or other matter will be resolved within any time period; or (c) that its network monitoring service(s) will identify all network or computer-related outages or issues.
  4. LIMITATION OF LIABILITY. If any service performed by 1+1 TECHNOLOGY results in damage to CLIENT’s systems or equipment, 1+1 TECHNOLOGY’s liability will be limited solely to the cost to repair or replace (at 1+1 TECHNOLOGY’s sole and absolute discretion) the damaged systems or equipment.  With the exception of the Service Provider’s gross negligence or willful misconduct, the Service Provider shall not be liable for any loss of the Client’s data (including, but not limited to, critical data either on the client’s workstation and/or servers, backup devices, or other storage devices), business interruption, and planned or unplanned downtime as a result of the Services provided hereunder.  In no event shall the Service Provider be liable to the Client or any other party for special, incidental, consequential or exemplary damages arising out of the Services to this agreement, however caused, whether based upon warranty, tort, contract, or the infringement of alleged infringement of intellectual property rights in patent, copyright, trademark, trade secret, or other proprietary right.
  5. INDEMNIFICATION.  The Client will indemnify, defend and hold harmless the Consultant for any losses, liabilities, claims, causes of action, damages, fees and expenses, including attorneys’ fees and costs, that arise out of, relate to, or result from, directly or indirectly, (i) any breach of any representation, warranty or covenant or failure to perform by the Client, or (ii) the acts, negligence, or omissions of the Client or any of its affiliates, subsidiaries, representatives, assigns, agents, employees or any other third parties working for, on behalf of or in connection with the Client including, but not limited to, any damage, injury or loss that results from security breaches of the Client’s network or any loss or corruption of the Client’s data.
  6. BINDING NATURE OF AGREEMENT. This Agreement shall be binding and inure to the benefit of 1+1 TECHNOLOGY and its successors and assigns and assigns.  This Agreement may not be modified except by a written instrument signed by all parties.
  7. CLIENT’S DUTIES AND RESPONSIBILITIES. CLIENT’s duties hereunder shall also include, but not being limited to, the following:
    a. CLIENT is responsible for buying and maintaining appropriate software licensing, unless otherwise agreed to in subsequent ATTACHMENTS.
    b. It is further responsibility of CLIENT to be certain that all daily backups are performed and in good working order, (unless 1+1 TECHNOLOGY is specifically contracted to provide this service and agrees in the form of an ATTACHMENT to take primary responsibility for this specific task). In ANY case 1+1 TECHNOLOGY cannot be responsible for the loss of data or for data integrity for any reason. If CLIENT has concerns about the performance of its backup systems, 1+1 TECHNOLOGY must be immediately advised in writing.
  8. TERMINATION.  Either party may terminate this Agreement at any time and for any reason by providing thirty (30) days written notice.  However, the Service Provider may immediately terminate this Agreement in the event the Client fails to perform its obligation for payment of invoices pursuant to this Agreement.  In such event, the Service Provider shall have the right to recover payment for all Services performed prior to the date of termination.  The Client shall be liable for all costs of collection including reasonable attorney’s fees incurred by the Service Provider to enforce its rights under this Agreement.
  9. CONFIDENTIALITY. Unless so authorized by the Client or as a necessary part of the performance of the Service, the Service Provider, its employees, subcontractors, and/or assigns shall not disclose to any person or make use of any of the trade secrets or confidential information of the Client. At the conclusion of the Services, the Service Provider shall return to the Client any and all documents and other materials belonging to the Client which are in its possession.
  10. DISPUTES. Any disputes between the parties less than $5,000.00 shall be resolved in small claims court in Alameda County, CA. Any disputes in excess of $5,000.00 shall be subject to Arbitration by a single arbitrator under the auspices of the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. All arbitration proceedings shall be conducted in accord with the rules of the AAA at the branch of the AAA closest to OUR principal place of business.
  11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. CLIENT consents to jurisdiction of said courts, whether State or Federal, in Alameda County, State of California.
  12. FORCE MAJEURE. The Service Provider shall not be liable to the Client for failure to perform any of its obligations under this Agreement during any period in which such performance is delayed or rendered impractical or impossible due to circumstances beyond the Service Provider’s reasonable control including, but not limited to, Acts of God, weather-related events, Government restrictions (including the denial or cancellation of any necessary license(s)), wars, insurrections and/or any other cause beyond the reasonable control of the Service Provider, provided that the Service Provider promptly notifies the Client.
  13. PAYMENT TERMS.
    a. Projects. Payment terms for all projects are 100% prepayment for products and 50% prepayment of service labor, the remaining 50% of service labor is due upon completion of scope of work. Disputed Invoices must be reported in writing within fifteen (15) days of Invoice Date. In the event CLIENT fails or refuses to pay any invoice for 45 days or more, 1+1 TECHNOLOGY may cease all further work until such time as payment in full is received and can charge interest at the rate of one percent (1.0%) per month on the remaining amount due.
    b. Recurring Services. Payment terms for all recurring services are prepayment on the 1st of each month. The invoice will be delivered fifteen (15) days in advance and due upon receipt and late after the 1st of the month. In the event CLIENT fails or refuses to pay any invoice for 45 days or more, 1+1 TECHNOLOGY may cease all further work until such time as payment in full is received and can charge interest at the rate of one percent (1.0%) per month on the remaining amount due.
    c. Time and Material (T&M). Payment terms for all Time and Material (T&M) billing is due upon receipt at agreed upon rate. In the event CLIENT fails or refuses to pay any invoice for 45 days or more, 1+1 TECHNOLOGY may cease all further work until such time as payment in full is received and can charge interest at the rate of one percent (1.0%) per month on the remaining amount due.
  14. NON-SOLICITATION. During the Term of this Agreement and for one (1) year thereafter, 1+1 TECHNOLOGY and CLIENT mutually agree not to solicit for employment each other’s employees. It is further agreed that if 1+1 TECHNOLOGY or the CLIENT does hire an employee or representative of the other party either directly or indirectly, that the offender will pay the other party as liquidated damages the sum of $50,000.00 which amount the parties agree is fair and reasonable under the circumstances, since damages are difficult to adequately determine.
  15. ENTIRE AGREEMENT. This Agreement (including any and all exhibits or attachments hereto) constitutes the complete and exclusive statement of the agreement between parties, which supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement.