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Terms and Conditions of AZT Service

A-Z TECHS CONSULTING AGREEMENT

This Agreement for Services is made effective as of the date on the signed Scope of Work, by and between CLIENT and A-Z Tech Support LLC (AZT) of 1273 Westreef, Costa Mesa, California 92627.

  1. DESCRIPTION OF SERVICES. Beginning on ______, 20__, A-Z Tech Support LLC will provide to CLIENT the services described in the attached Exhibit (collectively, the “Services”).
  1. PAYMENT. Payment shall be made to A-Z Techs, 1273 Westreef, Costa Mesa, California 92627.

CLIENT agrees to pay AZT the amounts specified in the Exhibit.

AZT shall invoice customers on a monthly basis for work performed during the prior month by the 3rd day of each month.

CLIENT agrees to pay 50% of the first month’s estimated invoice upon execution of this Contract.  This requirement may be waived if approved by the Managing Partners, or if the Contract is a renewal or amendment of an existing contract with AZT.

Projects requiring the purchase of hardware, software, or other one-time expenses will require payment in full before project commencement.

All invoices are due upon receipt. Any invoice not paid in full by the 21st day of the month in which an invoice is received will be subject to a late fee of $49.

CLIENT and AZT shall each pay 50% costs of collection, including without limitation, reasonable attorney fees.  In addition to any other right or remedy provided by law, if CLIENT fails to pay for the Services when due, AZT has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.

  1. STANDARD RATES. Services not covered by this Contract shall be provided to CLIENT at the rates described in the attached Exhibit. These shall apply regardless of whether the Services are performed on-site, remotely, or by telephone.AZT reserves the right to periodically alter its rates and will provide CLIENT with no less than 30 days written notice thereof. Services are based on actual time spent regardless of the complexity of the problem or issues addressed.
  2. TERM. This Contract is for a term of 1 year from the effective date and  shall renew automatically for a 1 year term, unless either party submits a written notice to the other party at least 30 days prior to renewal or unless the contract has been terminated.
  3. AUTHORIZATION. CLIENT acknowledges that the person signing the Contract on its behalf is authorized to do so and may bind CLIENT to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent of CLIENT will assign personnel as a single point of contact throughout this Contract. This point of contact will allow access to CLIENT per the Contract.
  4.  EXPENSE REIMBURSEMENT.  AZT shall be entitled to reimbursement from CLIENT for the following “out-of-pocket” expenses: authorized computer network equipment and software.
  5. SUPPORT SERVICES. CLIENT will not provide support services, including office space and secretarial services for AZT.
  6. NEW PROJECT APPROVAL.  AZT and CLIENT recognize that AZT’s Services include working on various projects that may change from time to time.  AZT shall obtain the written approval of CLIENT via online project portal, facsimile, or electronic mail prior to the commencement of a new project.
  7. ALTERATION TO SERVICES OR EQUIPMENT. If CLIENT alters any Services or Equipment provided by AZT without the express written consent of AZT, CLIENT does so at its own risk and expense. AZT shall not be liable or responsible for problems created as a result of CLIENT’s alteration of Services, Equipment, and/or CLIENT’s network or system.  If CLIENT wishes AZT to correct or fix its alterations or problems resulting thereto, such Services by  CLIENT will considered a new project and CLIENT agrees that the same terms and conditions set out in this Contract shall apply.
  8. CONFIDENTIALITY. AZT, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of AZT, or divulge, disclose, or communicate in any manner, any information that is proprietary to CLIENT. AZT and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by CLIENT  these confidentiality obligations which allows AZT to disclose CLIENT’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
  9. RETURN OF RECORDS. Upon termination of this Contract, AZT will return to CLIENT all records, notes, documentation and other items that were used, created, or controlled by AZT during the term of this Contract.
  10. WARRANTY. AZT shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in AZT’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to AZT shall correct all errors, defects, inconsistencies, or malfunctions due provision of the Services discovered by CLIENT during the period ending thirty (30) days from receipt of invoice documenting said Services.
  11. LIMITED LIABILITY. Except with respect to AZT’s obligations under WARRANTIES and LIMITED LIABILITY, neither party shall be liable to the other for any lost profits or indirect or consequential damages arising under this Contract or any Statement of Work.
  12. ASSIGNMENT.  AZT’s obligations under this Contract may not be assigned or transferred to any other person, firm, or corporation without prior consent of CLIENT.
  13. RELATIONSHIP OF PARTIES. It is understood by the parties that AZT is an independent contractor, and this Contract shall not be construed as a partnership or joint venture with CLIENT, or as an employee of CLIENT.  CLIENT will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of AZT.
  14. EMPLOYEES.  AZT’s employees, if any, who perform services under this Contract shall also be bound by the provisions of this Contract. At the request of CLIENT, AZT shall provide adequate evidence that such persons are employed by AZT.
  15. INJURIES.  AZT acknowledges that AZT’s obligation to obtain appropriate insurance coverage for the benefit of AZT (and AZT’s employees, if any).  AZT waives any rights to recovery from CLIENT for any injuries that AZT (and/or AZT’s employees) may sustain while performing services under this Contract and that are a result of negligence of AZT or AZT’s employees.
  16. NON SOLICITATION OF EMPLOYEES.  _CLIENT__acknowledges that AZT has a substantial investment in its employees that provide Services to _CLIENT__ under this Contract and that such employees are subject to AZT’s control and supervision. In consideration of this investment, _CLIENT_ agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving AZT’s written consent.If any employee terminates his or her employment with AZT (regardless of the reason for termination), and is employed by __CLIENT_ (or any affiliate or subsidiary of ___) in any capacity either during or within a six (6) month period, _CLIENT__ shall immediately pay AZT an amount equal to 50% of the then current yearly salary or wage paid by AZT to such employee.
  17. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
  1. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 business days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
  2. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
  1. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any California court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
  1. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
  1. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
  1. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
  1. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of California.
  1. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person, by United States mail, by electronic mail, or by Short Message Service (SMS), to the address set forth in the opening paragraph or to such other address or phone number as one party may have furnished to the other in writing.
  1. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.
  1. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
  1. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

ACCEPTANCE AND AUTHORIZATION

ORIGINAL SIGNATURES OR EMAIL CONFIRMATIONS HELD ON FILE WITH A-Z TECHS AND CLIENT.