Business IT Service Corps

1. Introduction and Acceptance

1.1 These Terms and Conditions (“T&C”) constitute a legally binding agreement between [Client Company Name] (“Client”) with offices located at [[CompanyAddress]], [[CompanyCity]], [[CompanyState]], [[CompanyZip]], and Business IT Service Corps, LLC (“Provider”), with offices located at [ProviderAddress], [[ProviderCity]], [[ProviderState]], [[ProviderZip]].

WHEREAS, Provider specializes in Managed IT Services (“MSP”) and Managed Security Services (“MSSP”); and

WHEREAS, Client seeks to engage Provider for specific services as selected in the accompanying Proposal/Quote; and

WHEREAS, Provider agrees to provide said services under the terms and conditions set forth herein.

Acceptance of the associated and referenced Quote and selection of services within the Proposal is contingent upon and shall constitute an agreement to all parts of the Agreement including the Proposal, Quote, and the Terms and Conditions hereinafter set forth.

2. Solution and Service Descriptions

2.1 Solution Descriptions:

The following Managed IT (MSP) and Managed Security (MSSP) plans are comprehensive solution plans that are packaged and designed to provide a suite of individual services intended to address a broad range of technology and security needs for the Provider’s customers. While neither solution is believed to be perfect in all use-cases, these solutions are crafted from generally accepted industry standards to deliver a seamless, integrated experience, and built to ensure that covered technology ecosystems operate at peak performance and are secured against a spectrum of digital threats.

  • Managed IT Services (MSP): This service encompasses comprehensive IT support, including system maintenance, user assistance, operational reliability, and technological infrastructure management. The MSP plan aims to ensure and improve the effective and efficient day-to-day operation of the Client’s technology ecosystem.

  • Managed Security Services (MSSP): This service includes all aspects of the MSP solution with an additional emphasis on generally accepted cybersecurity measures. The MSSP plan is designed to strengthen the defense of the Client’s organization against cyber threats, integrating robust security protocols into the Managed IT framework.

2.2 Individual Service Descriptions:

Within the ambit of the Managed IT (MSP) and Managed Security (MSSP) solution plans offered by the Provider, individual services are meticulously curated to address and meet specific per generally accepted industry standards related to the Client’s technology and security landscape. Integral to and seamlessly integrated within these solutions, each service is defined below and its inclusion in the respective solution plan is detailed in the Scope of Services table of the Proposal, underscoring the Provider’s commitment to delivering a comprehensive, cohesive service experience.

  • Help Desk / IT Support: Provision of responsive support for system and user issues.
  • Microsoft Office 365 Plan: Offering Office 365 Business Premium for eligible users.
  • AntiVirus / AntiMalware: Comprehensive protection against malicious software / viruses.
  • Device Lifecycle Management: Device age tracking including suggested replacements.
  • Mobile Device Management: Alignment of mobile devices with organizational policies.
  • Network Monitoring & Alerts: Monitoring for network performance and security.
  • Routine Patch Management: Regular updates for system enhancements and security.
  • Routine System Maintenance: Continuous maintenance for effective system operation.
  • Offsite Bare-Metal Backups: Routine and encrypted (offsite) data backup solutions.
  • Vendor Service Management: Management of third-party IT and security vendors.
  • Shared Remote Access: Shared access to remote access tools (delivered upon request).
  • Advanced Firewall (Device): Management of firewall devices (1 free unit on MSSP plan).
  • BitLocker & Drive Encryption: Setup and management of device-level encryption.
  • Cybersecurity Policy Templates: Sample policy documents to improve security controls.
  • Cyber Threat Hunting: Proactive identification and mitigation of cyber threats.
  • Dark-Web Credential Monitoring: Monitoring for credentials on dark web platforms.
  • E-mail & Web Filtering: Filtering to protection against malicious emails and websites.
  • Endpoint Threat Detection: Human-monitored checks for suspicious device activity.
  • End-user Behavior Analysis: Intelligent identification of system or user-initiated activity.
  • Executive Risk Review: Regular forecasting and progress reporting for c-suite executives.
  • Multi-Factor Authentication: Robust and organization-owned security measures.
  • Password Manager: Centralized password management for enhanced security practices.
  • Vulnerability Scanning: System scans to identify and mitigate security weaknesses.

3. Pricing and Payment Terms

3.1 Quote and Payment Obligations: The Client is obliged to remit payments in accordance with the terms outlined in the Proposal and the Quote and subsequent invoicing. This obligation includes fees for the selected Managed IT Services (MSP) or Managed Security Services (MSSP) plans, which are subject to adjustment based on the most current quantity of “Critical Assets”, defined as any firewall, server, or technology user present or identified to be within the Client’s organization. The Quote and Proposal detail the structure of these payments, encompassing individual service costs, applicable fees, surcharges, or taxes. All billable items such as but not limited to monthly recurring solution plan(s), hourly labor for out-of-scope work, or one-off items such as equipment shall be included in the invoicing.

3.1.1 Payment Terms: Payment obligations under this Agreement shall be fulfilled by the Client in accordance with the schedule and terms as set forth herein. Invoices shall be rendered by the Provider generally via automatic generation occurring on the fifteenth (15th) day of each calendar month and shall become due and payable by the first (1st) day of the following calendar month unless otherwise specified. For MSP or MSSP services, the Provider bills in advance, whereas for hourly labor, the Provider generally bills in arrears, but may elect to bill via a separate invoice, due upon receipt. It is incumbent upon the Client to ensure timely payment of all invoices, which shall be made in full, free of any deductions, set-offs, or withholdings. Compliance with the stipulated payment schedule is essential for the uninterrupted continuation of services as agreed upon in this Agreement.

3.1.2 Billing and Invoicing Procedures: Invoices issued by the Provider will comprehensively itemize the services provided. This includes, but is not limited to, recurring MSP/MSSP plan, hourly labor charges, and other approved or requested one-off items. The Client is responsible for ensuring the timely payment of each invoice, in line with the payment terms above.

3.1.3 Billing-Count Adjustments: The Provider shall retain the right, at any time during the billing cycle, to conduct verifications and adjustments, referred to as ‘billing-count adjustments’, pertaining to the count of ‘Critical Assets’ mentioned above. These adjustments are aimed at ensuring the accuracy of billing in relation to the actual usage of services by the Client. Any such adjustments identified during these billing-count adjustments will be effectively implemented in the billing cycle immediately following their determination and, in some circumstances, may or may not be subject to retroactive application, at the Provider’s sole discretion. Upon identification of these adjustments, the Client shall be notified in a reasonable timeframe to ensure transparency and accuracy in the subsequent billing process.

3.2 Consequences of Late Payment: Should the Client neglect to fulfill their payment obligations by the designated due date, the Provider is entitled to impose a late payment penalty. This penalty shall be comprised of an additional charge amounting to five percent (5%) of the total unpaid balance, coupled with a one-time, non-recurring flat fee of fifty United States Dollars ($50.00 USD), and any associated or related fees as levied against the Provider. A grace period of fourteen (14) days from the due date will be granted, within which no further late fees shall be accrued. Should the Client’s account remain delinquent beyond this grace period, the Provider reserves the right to enact any form of service or system limitations or to suspend partially or entirely the provision of services until the complete outstanding balance, including any accumulated late fees, is settled in full. Furthermore, the Provider may revoke any previously issued discounts for the remainder of the Agreement term or any part thereof at the Provider’s sole discretion, including but not limited to any annual discounts. Persistent delays in payment may necessitate an increase to or reassessment of the payment terms, and in cases of persistent non-compliance, the Provider may elect to terminate this Agreement with cause.

3.3 Emergency Upgrade and Hourly Labor Rates

3.3.1 Definition and Scope: An ‘Emergency Upgrade’ is an optional service queue override that is characterized by situations that necessitate the Provider to reallocate the Provider’s resources and efforts preemptively from standard availability or existing service obligations to address urgent client requests. These scenarios may include but are not limited to critical data recovery, server or workstation restorations during non-business hours, swift response to unforeseen infrastructure failures, or general support requests on a Sunday. An Emergency Upgrade will require approval by the Provider prior to each occurrence.

3.3.2 Provision of Emergency Upgrade Services: The Client recognizes and acknowledges the potential for unforeseen circumstances and urgent requirements in the Provider’s delivery of Managed IT (MSP) and Managed Security (MSSP) provided to another of the Provider’s customers. To ensure prompt delivery of services to all customers and the Provider’s ability to cater to such exigent circumstances, an ‘Emergency Upgrade’ service is offered, designed to address immediate needs that fall outside the ambit of routine service delivery.

3.3.3 Availability: Emergency Upgrades are available on a 24/7 basis, with particular emphasis during the hours from 7 PM to 7 AM Mondays through Saturdays, and all day on Sundays. This service may also extend to regular business hours for issues necessitating immediate attention, or the Provider’s need to preemptively redirect from another actively assigned project, request, or ticket. Furthermore, Emergency Upgrades are considered based on both the triage of criticality as defined in the Service Level Objectives section below and are hierarchical in nature where customers on MSSP plans are queued first, MSP plans are queued second, and customers without an active plan last. At all times the Provider shall exercise sole discretionary rights in acceptance, assignment, and prioritization of Emergency Upgrade requests.

3.3.4 Cost Modifier Application: In billing for Emergency Upgrade services, the Provider applies a cost modifier, calculated between 1.5 and 2 times (generally, 1.68 times) the applicable hourly rate, to the Client’s plan. This cost modifier is implemented to reflect the additional resources, urgency, and complexity associated with the provision of emergency responses. Given the potential for rapid and significant increase in costs, once the Client has elected and the Provider has agreed to provide an Emergency Upgrade, the Provider commits to communicate in regular intervals, generally occurring intervals of in four (4) or eight (8) hours, to ensure the Client’s continued acceptance of billing and satisfaction. Any such communication will occur following accepted communication methods as defined herein.

4. Term, Termination, and Renewal

4.1 Duration and Renewal of Agreement: This Agreement shall commence upon the Client’s acceptance of the Quote and shall continue for the term specified therein. Subject to the stipulations contained within the Proposal, this Agreement shall be subject to automatic renewal for successive terms of equal length to the initial Term, unless otherwise indicated in writing or terminated in accordance with the terms herein. The renewal of this Agreement on an automatic basis is contingent upon the Client’s adherence to the payment and other obligations under these T&Cs. Should there be any deviation from these stipulated conditions, the Provider may, at its sole discretion, opt not to renew the Agreement.

4.2 Termination Provisions:

4.2.1 Termination Without Cause: The Client is granted the right to terminate this Agreement without cause. Execution of such termination requires the Client to deliver a written notice to the Provider, no less than sixty (60) days prior to the proposed date of termination. Subsequent to termination in accordance with this clause, the Client shall ordinarily be responsible for the settlement of all outstanding payments due up to and inclusive of the date of termination. However, in some cases the Provider, at their sole discretion, may allow for termination without cause to occur by discounting a portion of or the entire amount of the outstanding payments in lieu of the full amount.

4.2.2 Termination With Cause: Either Party is entitled to terminate this Agreement with cause for reasons including, but not limited to, a material breach of contract, failure to adhere to the agreed-upon terms, or repeated instances of late or incomplete payment. Termination for cause shall require the initiating Party to provide a detailed written notification specifying the nature of the breach. The Party responsible for the breach is obliged to fulfill all outstanding financial obligations to the non-breaching Party, or as detailed in the final invoice issued by the Provider. Notwithstanding the grounds for termination, the Client’s financial responsibilities under this clause shall remain consistent with the obligations detailed in the Termination Without Cause section above, ensuring that termination with cause does not absolve the Client of their due financial commitments up to and inclusive of the end of the agreement term.

4.2.3 Consequences of Termination: Upon the termination of this Agreement, all rights and obligations of both Parties herein shall be rendered null and void, except for those rights and obligations that have accrued prior to the date of termination and those expressly intended to survive termination.

4.2.4 Remediation Opportunity in Event of Breach: In an event where either Party is found to be in breach of the Agreement, the aggrieved Party shall issue a written notice. The breaching Party will have a sixty (60) day period to rectify the breach. If the Provider is the breaching Party and fails to remedy within this period, it shall initiate the transfer of all relevant third-party services with license terms greater than one month, including but not limited to services like Microsoft 365 NCE on annual licensing, to the Client. During this transition, the Provider will halt all billing for its direct services, though it is not obliged to bear costs for any non-cancellable services, directly or indirectly, upon their transference to the Client.

4.3 Termination and Transition: In the event of termination or expiration of this Agreement, the Provider agrees to assist in the orderly transition of appropriate services to the Client or a new service provider, as directed by the Client, for a period not exceeding 30 days from the effective date of termination. This assistance may include transferring control of appropriate licensing or services, providing documentation, and other cooperative efforts to ensure a smooth transition. Following this 30-day transition period, pending acceptance and confirmation, the Provider shall bill at its then current standard hourly rates for any additional assistance in addition to any costs of relevant services, payable due upon receipt. This clause shall survive the termination or expiration of this Agreement.

5. Service Level Objectives (SLO) and Support Procedures

5.1 SLO Parameters: The Provider commits to providing reasonable best efforts in meeting the following established Service Level Objectives, which are fundamental response time metrics, or goals, to help maintain high standards of the Provider’s performance and responsiveness. These objectives encompass defined ideal targets for response and resolution times, varying according to the severity level of the service issues encountered, from critical to lower impact issues.

SeverityDescriptionResponseResolution
CriticalComplete outage or severe issues causing business standstill, impacting all users or locations.1-Hour4-Hours
HighSignificant impact to functionality or system performance issues affecting many users.4-Hours8-Hours
MediumModerate disruption of services or performance impacting some but not most users.8-Hours48-Hours
LowMinor service or functionality impacting a few users, with low impact to business operations.24-Hours72-Hours
Very LowIsolated or individual issues requiring attention, with minimal impact to business operations.48-Hours80-Hours

Note: All times specified in the Service Level Objectives (SLO) table above refer to the Provider’s standard business hours of 8AM to 5PM Monday through Friday, and 10AM to 2PM Saturday.

5. Support Channels and Procedures

5.2.1 Rationale for Communication Protocols: The Provider has established specific communication protocols which are critical for optimizing issue tracking, resource allocation, and maintaining high service standards. The Client’s adherence to these protocols ensures that support requests are managed effectively and resolved in a timely manner.

5.2.2 Approved Channels for Support Requests: The Client shall utilize the following authorized channels for all support communications to ensure streamlined issue resolution and service efficiency and comply with the Service Level Objectives detailed above:

5.2.3 Unauthorized Communication Methods: The Client agrees to ensure its personnel refrain from employing unauthorized communication methods for support-related inquiries. These unauthorized methods, which disrupt the support staff’s efficiency and effectiveness, include:

  • Calls or texts to staff members personal phones.
  • Emails sent to staff members directly.
  • Use of social media or messaging services.
  • Unscheduled or walk-in office visits.

5.2.4 Penalties for Non-Compliance: The Provider reserves the sole right to impose penalties to enforce adherence to the approved channels in the event of non-compliance. Such penalties may include plan pricing increases or emergency upgrade hourly labor charges. Persistent misuse of unauthorized communication methods may lead to increases in the Client’s service rate plan or termination of the Agreement with cause at the Provider’s sole discretion.

6. Liability and Insurance

6.1 Limitation of Liability: Notwithstanding any provision to the contrary within this Agreement, the Provider’s total liability to the Client for all damages arising out of or related to the services provided under this Agreement, regardless of the form of action or claim, shall be limited to the aggregate amount of fees paid by the Client to the Provider solely for the MSP or MSSP services, excluding any other service, over the two months immediately preceding the claim.

6.2 Insurance Coverage by Provider: The Provider shall maintain in force comprehensive insurance coverage that is standard for the industry, including but not limited to general liability and professional liability insurance, with policy limits that prudently protect against potential claims and liabilities that may arise from the execution of services under this Agreement.

6.3 Advisory for Client’s Insurance: The Client is advised to procure and maintain, at its own expense and discretion, insurance coverage in amounts and types adequate to cover any potential liabilities, claims, or damages related to the Client’s business activities and the services rendered under this Agreement. The Client should consult with a suitable insurance or legal professional to determine an appropriate level of coverage to mitigate risks associated with general information technology and cybersecurity matters.

7. Data Protection and Confidentiality

7.1 Confidential Information Management:

7.1.1 Commitment to Confidentiality: Both Parties hereby agree to a covenant of confidentiality with respect to proprietary information. They shall safeguard and protect any and all confidential information received in the course of this Agreement from unauthorized use or disclosure. Furthermore, both Parties shall not utilize such information for any purposes outside the scope of the Agreement without prior written consent.

7.1.2 Post-Termination Obligations: The obligations pertaining to confidentiality are binding upon both Parties not only during the term of the Agreement but shall also extend indefinitely beyond the termination or conclusion of this Agreement, ensuring the perpetual security of such information.

7.2 Data Security and Breach Notification:

7.2.1 Data Protection Measures: The Provider shall implement and maintain generally accepted industry standard and reasonable stringent data security protocols and measures to protect against unauthorized access, alteration, disclosure, or destruction of personal data. These measures shall be consistent with industry standards and applicable data protection laws.

7.2.2 Breach Notification Protocol: In the event of a data breach or any unauthorized access, the Parties shall, without undue delay, notify one another of such an incident. Any such notification shall follow the communication methods listed in the Approved Channels for Support Requests stated herein, specifically those that ensure expedited notification. Furthermore, both Parties shall also cooperate fully and ensure timely communication throughout any pertinent and subsequent investigation, mitigation, and remediation thereof.

7.3 Use of Client Information for Marketing:

7.3.1 Marketing Rights and Media Release: The Client hereby grants the Provider a non-exclusive, worldwide, perpetual license to use, reproduce, display, perform, and distribute any corporate likeness, including logos, trademarks, or service marks, and any other proprietary materials or images provided by the Client for the Provider’s marketing, advertising, or promotional purposes. This license includes the right to produce, utilize, and monetize photographs, video content, and other media depictions that feature the Client’s corporate identity, without the requirement to pay royalties or any other compensation to the Client.

The Client affirms that such utilization by the Provider shall not infringe upon any rights of the Client or any third party and that the Client holds sufficient rights to grant this license. The Client agrees that the Provider may, at its sole discretion, create derivative works from such materials, and acknowledges that the Provider retains all rights to any revenues generated from these marketing activities or media content produced under this license.

The Client further agrees that the Provider is under no obligation to utilize the Client’s corporate likeness and may cease the use of such materials at any time without notice. The Client’s grant of rights under this section is subject to the Client’s continuing right to revoke this consent in writing, with the understanding that such revocation shall not affect any uses or materials already in circulation or in the process of production.

8. Intellectual Property Rights

8.1 Rights and Ownership:

8.1.1 Provider’s Intellectual Property: All intellectual property rights in the methodologies, processes, technologies, and materials developed, utilized, or provided by the Provider in connection with the services rendered under this Agreement shall remain the sole and exclusive property of the Provider. The Client is granted a non-exclusive, non-transferable, limited license to use such intellectual property solely to the extent necessary for the Client expressly to utilize the services as contemplated by this Agreement.

8.1.2 Client-Specific Intellectual Property: Notwithstanding the above, any intellectual property, including custom software, documentation, or materials developed specifically for the Client under this Agreement and paid for in full by the Client, will vest in the Client upon such payment. The Provider agrees to perform any reasonable acts necessary without incurring additional costs to perfect such ownership in the Client, which may include the execution of assignments or other documentation as reasonably requested by the Client.

8.1.3 Pre-Existing Intellectual Property: Each party acknowledges that they may bring to the relationship pre-existing intellectual property, inventions, know-how, or materials (“Pre-Existing IP”). Each party retains all right, title, and interest in their respective Pre-Existing IP. Access to such Pre-Existing IP does not constitute a transfer of rights, and any use of the other party’s Pre-Existing IP in the performance of this Agreement shall be subject to the granting party’s written consent and in accordance with any terms and conditions accompanying such consent.

8.1.4 Joint Developments: In the case where intellectual property is jointly developed by both Parties in the course of performing this Agreement, ownership of such jointly developed intellectual property shall be as agreed upon in writing by both Parties. In the absence of such agreement, any such joint intellectual property shall be jointly owned, with each party having an undivided interest in and the right to use such intellectual property for their respective business purposes, subject to the terms of this Agreement.

8.1.5 No Implied Licenses: Except for the licenses expressly granted herein, no other licenses are granted implicitly or otherwise under any patent, trademark, copyright, or other intellectual property rights of either party. Each party agrees not to take any action that may jeopardize the other party’s intellectual property rights or acquire any right therein, except as may be provided under this Agreement.

8.1.6 Intellectual Property Indemnification: The Provider shall indemnify the Client against any and all claims, damages, losses, and expenses arising from any allegation that the Provider’s services infringe upon the intellectual property rights of any third party, provided that the Client promptly notifies the Provider in writing of such claim, and the Provider is given the option to control the defense of the claim and any negotiations for its settlement or compromise.

9. Dispute Resolution and Liability

9.1 Governing Law: This Agreement shall be governed by and construed under the laws of the State of Texas, USA, without regard to its conflict of law provisions. The Parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.

9.2 Arbitration:

9.2.1 Mandatory Arbitration: Any dispute, claim, or controversy arising out of or in connection with this Agreement, or the breach thereof, shall be settled by binding arbitration administered by JAMS in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9.2.2 Arbitration Proceedings: Arbitration shall take place in Hopkins County, Texas, unless both parties mutually agree to an alternative location. The arbitration shall occur before arbitrator(s), with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such rules.

9.2.3 Binding Decision: The arbitrator’s decision shall be final, binding, and non-appealable. An award of arbitration may be confirmed in a court of competent jurisdiction.

9.2.4 Allocation of Costs: Each party shall bear its own costs and expenses arising from the arbitration proceedings. Provided, however, if the arbitrator determines that a claim, defense, or other legal position of the Client is determined to be frivolous or brought in bad faith, then the Client shall be responsible for the full costs and expenses incurred by the Provider, including any related costs or fees including reasonable attorneys’ fees.

9.3 Waiver of Jury Trial: By entering into this Agreement, both parties agree to irrevocably waive any right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

9.4 Indemnification and Defense: Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, liabilities, damages, and expenses, including reasonable attorneys’ fees, arising out of their respective breaches of this Agreement, negligence, or willful misconduct.

9.5 Force Majeure: Performance by either party under this Agreement may be suspended in the event of a significant act or circumstance beyond the Party’s reasonable control, such as natural disasters, labor disputes, civil disorders, governmental actions, or similar events (“Force Majeure Events”), that render performance impracticable or impossible. Upon the occurrence of a Force Majeure Event, the affected party shall notify the other party as promptly as possible and shall take all reasonable steps to resume performance expediently.

9.6 Termination and Transition Assistance: Upon the termination of this Agreement, the Provider shall provide reasonable assistance to the Client in transitioning operational services critical to the Client’s daily business operations, such as but not limited to email services. This assistance shall not extend to any services where the Provider holds exclusive licenses or partnership status, such as specialized third-party software or backup systems, for which the Provider is the primary licensee. The Client acknowledges that they have no claim to such proprietary or exclusive services post-termination or any potential disruption or lapse implied.

9.7 Breach, Malware, and Incident Response: In most cases, The Provider does not advocate for the payment of ransomware demands and shall not be held liable for any decision or suggestion to pay such ransoms or for any resulting breach. This extends to any type of malware attack or security breach, regardless of the infection’s origin or mechanism. Furthermore, the Provider is absolved of liability for any type of breach or infection, associated cleanup, forensic investigation, incident response, or other remediation efforts stemming from such incidents. Such services are summarily deemed to be outside the control of the Provider where any assistance or services issued may be provided under the issuance of a separate agreement and are not included within the scope of this Agreement. The Client hereby acknowledges and agrees that while the Provider may deliver services intended to enhance or improve security or usability, the Provider makes no claims or warranties regarding the effectiveness or fitness of such services or to any results or protections implied therein. Furthermore, the Provider shall not be held accountable for any damages, interruptions, or losses whether real or perceived incurred due to any such cybersecurity events regardless of their circumstances.

10. Miscellaneous Provisions

10.1 Severability: In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Both parties agree that there shall be substituted for any such invalid, illegal, or unenforceable provision a valid provision which most closely approximates the concept and intent and economic effect of the invalid, illegal, or unenforceable provision.

10.2 Amendments and Modifications: No amendment, modification, or addition to this Agreement shall be binding unless it is in writing and signed by the authorized representatives of both Parties. This provision is solely intended to avoid misunderstandings or disputes regarding what the Parties consider to be the terms of the Agreement.

10.3 Waiver: No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision, nor shall any delay or omission on the part of any Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

10.4 Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be deemed to have been given on the date of delivery if delivered personally to the party to whom the same is directed; one business day after being sent by reputable overnight courier service (charges prepaid); upon being sent by email; or four business days after being mailed by United States certified mail, return receipt requested, postage prepaid, and addressed to the recipient as set forth in this Agreement. Either Party may change its address for receipt of notice by giving notice of such change to the other Party.

10.5 Entire Agreement: This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes any and all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

10.6 Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, this Agreement shall continue in full force and effect without modification in the event of a merger, acquisition, or sale of all or substantially all of the assets of either party. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed, or conditioned. Any attempted assignment or delegation in violation of this section shall be null and void.

10.7 No Third-party Beneficiaries: This Agreement benefits solely the Parties to this Agreement and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11. Entire Agreement

11.1 Sole and Entire Agreement: This Agreement, together with its attachments, exhibits, and any amendments made in accordance with its terms, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein. It supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written and oral, regarding such subject matter. This Agreement represents the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and may not be contradicted by evidence of any prior or contemporaneous statements or agreements.

11.2 Precedence of Terms: The stipulations, terms, and conditions of this Agreement shall take precedence over any conflicting or contradictory terms contained in any other documents or prior understandings, whether written or oral, relating to the subject matter hereof. No terms, provisions, or conditions of any purchase order, acknowledgment, check endorsement, or other business form employed by either Party will supersede the terms and conditions of this Agreement. Any such conflicting or additional terms are hereby expressly rejected unless expressly agreed to in writing by both Parties. Any agreement to modify the terms of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

12. Acknowledgment and Signature

12.1 Client Acknowledgment: By completing and affirming this Agreement through checking the box stating generally, “I have read, understood, and agree with the terms above,” the Client confirms their understanding, review, and acceptance of the terms and conditions set forth herein. Such action establishes a valid and enforceable contract between the Client and the Provider, subject to the signing individual or entity having the necessary authority and permission to bind the Client to these terms.

12.2 Electronic Signature Agreement: The electronic signature affixed by the Client to the quote, proposal, or any related documents is hereby recognized as legally binding and holds the same weight and effect as a traditional handwritten signature. This act of signing signifies the Client’s commitment to abide by the terms and conditions stipulated in this Agreement and any related documents.

12.3 Authority of Signatory: The individual executing this Agreement on behalf of the Client hereby represents and warrants that they have the requisite authority to do so, ensuring that they can effectively bind the Client to the terms of this Agreement. It is incumbent upon the Client to ensure that the person signing this Agreement has the proper authorization and capacity to do so.

12.4 Binding Effect of Electronic Signature: The affixing of the electronic signature by the Client is conclusive evidence of the Client’s consent to all terms, obligations, and responsibilities as detailed in this Agreement. The Client acknowledges having had sufficient opportunity to review the terms of this Agreement and to obtain independent legal advice if deemed necessary.


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