MASTER SERVICES AGREEMENT

This Services Agreement ("Agreement") is made ((Date)) between Home Watch IT, LLC,  12895 Josey Ln, #124-1155, Dallas, TX 75234 ("HWIT"), and ((Customer)),   (“You/Your”).

 

HWIT is engaged in the business of providing a full range of information technology consulting services and You desire to retain HWIT to perform information technology services and functions.

AGREEMENT

1. Contracted Services. This Agreement applies to the delivery of information technology services, support, and functions as further described in Statements of Work (SOW) that may be proposed and approved by the parties.  Any such approved SOW will be an attachment of this Agreement (the services and functions described in any SOW shall be referred to as the “Services”). In the event that the scope of the Services is expanded, revised, or modified, for any SOW previously agreed to, the parties shall prepare and sign an amended or new SOW, which will be considered an attachment of this Agreement.

 

2. Term of Agreement. The term of this Agreement will begin on the Effective Date above and will continue until terminated by either party as provided below (“Term”). 

 

Either party shall have the option to terminate this Agreement, without cause, by providing ninety (90) days notice of its intent to terminate the Agreement without cause. In the event that an SOW provides for a different termination notice period, the SOW termination clause will control for that specific SOW only.

 

The Agreement can be terminated for cause, as defined in paragraph 10 below, at any time provided the alleged breaching party is provided an opportunity to cure the alleged breach in the manner described in paragraph 10 below or a Permitted Delay, as defined in paragraph 10, does not apply.

 

3. Cloud-based Software Information.  Without limitation, HWIT is not responsible, nor liable, for delays, loss, or damage of goods and services due to or resulting from, but not limited to, cloud-based software platform issues, server/ISP issues, acts of God, criminal or terrorist activities of any kind or the threat thereof.  This applies to all cloud-based providers (hereafter Applications) including, but not limited to, Method CRM, Intuit QuickBooks, Google Suite, SafetyCulture products, etc.

 

The entire risk as to the quality and performance of Applications is with the Applications developer and You. We do not warrant that these Applications will be uninterrupted or error-free. In no event will HWIT be liable to You or any third party for any damages, including any lost profits, other incidental, consequential or special damages arising out of the operation of or inability to operate Applications, even if HWIT has been advised of the possibility of such damages. You recognize that HWIT is not writing custom source code, and is instead configuring a platform for your use.  As such, You agree to the following:

1. HWIT retains ownership of all custom configurations created in Application.  This does not include data-based changes such as templates in iAuditor.

2. The configurations cannot be exported or transferred to a different platform without express written permission from HWIT.

3. Portions may be repeated or reused in other customization projects and used in other Applications, without your permission.

 

Monthly subscription fees for some Applications may be paid directly to the software vendor and some paid directly to HWIT as defined in an individual SOW.  Training, support, and customization services are accounted for separately from monthly subscription bills.  A retainer is required for all custom work.  As tasks progress retainer accounts will be reduced.  Retainer account replenishment invoices are sent as needed.  In the event a retainer account is depleted, it is HWIT’s policy to suspend all work until the account is replenished.

 

4. Fees and Payment Terms.  All work performed to accomplish Your tasks, including but not limited to configurations, programming, planning and collaboration/communication plus any Applications service fees will be charged at the prevailing rate.

 

Fixed Fee Quotes for an individual or group of tasks will include a scoping and approval process. You will be billed the quoted amount regardless of time & expense expended and time will not be itemized.  Time-based or Hourly quotes will be given based on HWIT’s experience and will be itemized per time instance.

 

In the event You require or request additional services or services that exceed the Services described in an SOW, HWIT will charge an additional fee for such additional services or out of scope work.  Fees for such additional services or out of scope work will be written as an additional SOW, and will provide a description of the changed or additional service(s) being requested.   Any prepaid amounts are considered non-refundable.

 

A late charge of one and one-half percent (1½%) per month, or the legal maximum if less, shall accrue on past due billings unless You notify HWIT of a billing dispute in writing prior to the payment due date.  In the event any items are returned by your bank, You accept responsibility for all bank charges incurred by HWIT.

 

6. Independent Contractor.  The parties enter this Agreement as independent contractors and nothing within this Agreement shall be construed to create a joint venture, partnership, agency, or other employment relationship between the parties. 

 

7. Confidential Information.  HWIT and You understand and acknowledge that each party may, from time to time, disclose “Confidential Information” to the other. For purposes of this Agreement, the term “Confidential Information” shall include but not be limited to any nonpublic and/or proprietary information or materials relating to either party’s promotional and/or marketing strategy and activity, HWIT’s pricing information (including but not limited to rates, margins, and budgets), either party’s financial and budget information, customer lists, customer data, service fees and/or sales concepts, or any other data reasonably deemed to be confidential.

 

Both parties agree they will not disclose the other’s Confidential Information to any third party at any time without the prior written consent of of the other party and shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors, or consultants. Further, HWIT’s Confidential Information shall include the terms set forth in this Agreement, all of which shall remain the property of HWIT and shall in no event be transferred, conveyed, or assigned to You. This duty shall survive any termination or expiration of this Agreement.

 

In no event shall You use HWIT’s Confidential Information to reverse engineer or otherwise develop products or services functionally equivalent to the products or services of the Owner.

 

The following shall not be considered Confidential Information for purposes of this Agreement: (a) Information which is or becomes in the public domain through no fault or act of the receiving party; (b) Information which was independently developed by the receiving party without the use of or reliance on the disclosing party’s Confidential Information; (c) Information which was provided to the receiving party by a third party under no duty of confidentiality to the disclosing party; or (d) Information which is required to be disclosed by law with no further obligation of confidentiality, provided, however, prompt prior notice thereof shall be given to the party whose Confidential Information is involved.

 

The parties agree that the disclosure of any of the foregoing Confidential Information by either party could give rise to irreparable injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the non-disclosing party may seek and obtain injunctive relief against the breach or threatened breach of the undertakings, in addition to any other legal remedies which may be available.  The parties also agree that all client and financial data pertaining to Your company, shall remain under Your ownership.

 

8. Warranty of Services.  Any warranty offered by HWIT for Services provided will be described in the SOW.  In the absence of any warranty language in the SOW, HWIT warrants that all Services performed pursuant to this Agreement will be performed in accordance with the general standards and practices of the information technology industry in existence at the time the Services are being performed.

 

9. Limitation of Liability.  You agree that HWIT shall not be liable to You, or any third party, for (1) any liability claims, loss, damages or expense of any kind arising directly or indirectly out of services provided or customer data stored, or (2) any incidental or consequential damages, however caused, and You agree to indemnify and hold HWIT harmless against such liabilities, claims, losses, damages (consequential or otherwise) or expenses, or actions in respect thereof, asserted or brought against HWIT by or in right of third parties or for (3) any punitive damages. For purposes of this Agreement, incidental or consequential damages includes, but is not limited to, loss of anticipated revenues, income, profits or savings; loss of or damage to business reputation or goodwill; loss of customers; loss of business or financial opportunity; or any other indirect or special damages of any kind categorized as consequential or incidental damages under the law of the State of Texas. HWIT’s liability for any damages shall in no event exceed the amount of fees, other than monthly Application service fees, paid by You to HWIT as of the date the alleged damages were incurred.

 

10. Termination. Termination for Cause: If either party believes the other party has failed in any material respect to perform its obligations under this Agreement (including any Exhibits or Amendments hereto), then that party may provide written notice to the other party’s management representative describing the alleged failure in reasonable detail.  If the breaching party fails to cure the breach within ten (10) business days, then the non-breaching party may immediately terminate this Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party. 

 

Payments Due: The termination of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable.

Permitted Delays: Each party will be excused from performance for any period and to the extent that it is prevented from performing any services in whole or in part, as a result of delays caused by the other party or an act of God, or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including failures or fluctuations in electric power, computer equipment or telecommunication equipment, and such nonperformance shall not be a default or a ground for termination.  HWIT’s time of performance shall be enlarged, if and to the extent reasonably necessary, in the event: (i) that You fail to submit information, instructions, approvals, or any other required element in the prescribed form or in accordance with the agreed upon schedules; (ii) any outage or issue with the online software provider.

 

Continuation of Services: HWIT will continue to perform Services during the notice period unless otherwise mutually agreed upon by the parties in writing. In the event that You provide the notice of termination and direct HWIT not to perform the services through the notice period, You agree to pay HWIT an amount equal to the amount normally due to HWIT for the notice period. Upon termination by either party, You will pay HWIT for all services performed and charges and expenses reasonably incurred by HWIT in connection with the services provided under this Agreement through the date of termination.

 

11. Miscellaneous Clauses: Non-Restrictive Relationship. HWIT may provide the same or similar services to other customers and You may utilize other information technology service providers that are competitive with HWIT.

 

Notices. All notices required under or regarding this Agreement will be via email and considered with the same force and effect as if sent by mail.

 

Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

 

Entire Agreement. This Agreement and the SOW(s) associated with this Agreement constitute the entire agreement between the parties and supersede any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written, regarding the subject matter of this Agreement.

 

Applicable Law. This Agreement is made in accordance with the laws of the State of Texas. The forum for any dispute or litigation arising out of this Agreement shall be in the Courts of HWIT’s home county or in the Federal District Court for HWIT’s Federal District Jurisdiction. 

 

Agreed:

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