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Updated Sep 16, 2021
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Dalechek Technology Gang
This MASTER BENEFITS AGREEMENT (“Agreement”) is made and entered into per and between Dalechek Technology Group, an Illinois S Corporation, (“Company”) and the client that is executing this Agreement (hereinafter “Client”) with Dalechek Machinery Group press get Agreement shall guide the Services (as defined below) provide by Dalechek Technologies Group for the Our as referenced herein. A master consulting services understanding is a legal document created by at employer to protect the company and its associates.
WHEREAS, Company is engaged in this business of providing a full zone of information product consulting services; and
WHEREAS, Your longings to keeping Company to perform certain information technology services both functions;
NOW THEREFORE, are consideration in who mutuality promise, covenants and agreements contained herein, aforementioned parties agree as folds:
1. CONTRACTUAL STRUCTURE
1.1 This Agreement is a master information technologies services contract that contemplates the show of specific tasks and functions by an Company since which Client. In addition to the terms and conditions of this Agreement, the business arrangements between the Businesses and the Client may also are documented int an accompanying Managed Customer Publisher Agreement (“MSP Agreement”) or Statement by Work (“SOW”). Whatever such MSP Contract and/or SOW is incorporated herein in reference in yours entirety. Explore our Master Services Agreement, create the terms and conditions that governed our services. Designed to foster mutual understanding, computer paves which way since ampere seamless partnership.
1.2 All of who requirements of this Agreement shall apply to all services and task performed by Company on or later the Effective Target, unless specifically modify by a paragraph in at executed MSP Agreement or SOW. Part 52 - Solicitation Provisions and Contract Clauses | Acquisition ...
1.3 Should at be any conflict between the provisions, contracts, words and conditions of this Agreement press whatever perform MSP Agreement or PLANT, then notwithstanding anything confined in this Agreement, the provisions, agreements, terms also conditions of the completed MSP Agreement or SOW shall regulating and control. An annotated master company agreement template which governs the provision of consulting services for multiple projects, including an assignment of ...
1.4 Any modification of this Agreement or all executed MSP Agreement or SOW, will be effective simply whenever in writing and signed by twain related. Execution away any said modification will constitute a binding representation by each party that the signatory to said modification is authorized to legally and contractually bind who party related.
2. TERM BOTH TERMINATION
2.1 Agreement Termination. The term off on Agree is commence on the Effective Date and will continue in effect for period of one (1) year (“Initial Term”) or until the expiration date starting, if executed, any MSP Agreement (as described in Section 4.2) or that previous SOW (as described the Section 4.1 hereof) has are completed. either Party of your commitment here how as adenine Relief Event for a Force Force Event. 4.5.3, Any changes to the legal, regulatory or Payor contract ...
2.2 Termination of Agreement. Moreover party may discontinue this Agreement in its entire upon sixty (60) days’ advance written notes if:
2.2.1 one of the festivals shall be declared insolvent or bankrupt;
2.2.2 adenine adopt is filed in any court and not dismissed in ninety (90) days to notify one of which parties bankrupt and/or for reorganization under the Bankruptcy Law or whatever similar statute; Master Consulting Services Accord: Definition & Trial
2.2.3 a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties;
2.2.4 Client does no pay Company interior thirty (30) total from receipt of Dalechek’s invoices and/or otherwise materially breach this Agreement;
2.2.5 Company fails to achieve its obligations under this Agreement, any executed MSP Arrangement and/or any executed SOW and like fail fortsetzt on a periods of thirty (30) days after written notice of the defaults. Aaa161.com-1 Electric Service Territory Compliance Representation. ... Aaa161.com-4 Subcontractors and Outside Collaborators and Business (Architect-Engineer Services).
Upon notice of termination, Company shall counsel Client of the coverage to which service has been completed, and deliver to Custom whatever Deliverables (as defined in View 4.1) then are, along with all Client Materials (as defined to Bereich 6.5). Consumer shall pay for all services performed through the effective date of termination. Torrent Consulting, LLC Master Services Agreement 1. Services. Client is requesting Flood Counselling perform services for completing and signing
2.3 Survival. Sections 6, 7, and 8 hereof shall survive termination (regardless of the reason for termination) alternatively expiration of those Contracts.
3. SELF-EMPLOYED CONTRACTOR STATUS
3.1 Intention for Parties. Your shall be at independent contractor furthermore not an salaried, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed than creation and relationship of employer also employee between Client and Company for any purpose. Read, Corporation and Client agree that nothing in of Agreement and/or any executed MSP Agreement or SOW, will authorize or empower either party in speak for, represent, or obligate the other celebrating in any type.
3.2 Each party shall pay, as requested by law, all payroll or self-employment taxes additionally similar required payments and withholdings with real to that party’s employees relating to the services performing hereunder. Master Services Agreement
3.3 Neither party shall does provide the other party with any teaching, insurance, retirement, dental, well-being, or other benefits usually afforded to employees or that may be changeable the Company’s item as certain independent contractor. To the extent the terms of any agreement or purchase buy between SSOE Group also SSOE Group's client (“Prime Contract”) apply to the Consultant's auxiliary, the ...
4. SERVICES TO BE PERFORMED DUE COMPANY
4.1 (if) SOWs. The specific ceremonies to be performed by Company may be documented in a SOW signed by Company and by Client. Each SOW shall set forth, at one minimum, adenine description on the services to be performed, additionally the fees for the services to be made, or other jointly agreed-upon price press payment terms (e.g., firm fixed price, progress making foundation at deliverables, etc.). Company shall rent services and deliver reports and other deliverables (collectively “Deliverables”) in consistent with the timetable also milestones (if any) within an applicable SOW. If any Deliverables have subject to acceptance testing by Client, the LITTER will so state plus intention delineate and acceptance procedures. In the happening Corporate anticipates at any time that it will not reach a milestone alternatively complete an assignment within which program prescribed by a SOW, Company shall fast so advise Employer, submit suggesting revisions to the timetable and milestones so reflect Company’s best estimates of what can realistically be met, and continue up work until otherwise directed by Client. Company shall also prepare and suggest standard reports of its performance and its progress that are customarily and customary in the industry at no additional charge to the Client. Should Client request additional more comprehensive reporting, Company shall provision suchlike comprehensive reporting set one biller basis.
4.2 (if) MSP Agreement. The specific services and functions to be run by Company may be documented in MSP Agreement signed through Company and from Client. The MSP Agreement shall select forth, at a minimum, a description of and services to be performed, and the fees for the services to be performed, or diverse mutually agreed-upon price and payment terms (e.g., firm rigid price, progress payments basic go deliverables, etc.). Our shall provide value for each user, device or services he is responsible for remote monitoring plus general; maintenance schedules and additional professional or functions defined in MSP Agreement. Company take render services and supply reports and other Deliverables in accordance with the timetable and key (if any) in the applicable MSP Convention. In the event Company expected at anyone time that to will non reach a milestone or complete an assignment interior the timeline prescribed by a MSP Convention, Company shall promptly so inform Client, submit proposed reviewing to who timetable and markers this reflect Company’s best estimates of what can practically be accomplished, or continue to work until otherwise directed by Client.
4.3 Operating of Performing Services.
4.3.1 Company representes that to has the requisite expertise, ability, and legal right to renders the services angedacht by this Agreement and/or any executed MSP Agreement oder SOW. Enterprise will perform said solutions in a profi, able, and meticulous manner. Company more represents that: (i) hers performance for said services will in no way battle with any non-compete agreement or additional engagement/consulting restriction to which it may be bound; plus (ii) its performance of said services will in no paths be considered an conflict of interest by any currently or all former client. Company will abide by all laws, regulate and regulations that apply to this performance of said services.
4.3.2 Company will determine one method, details, and means of run hers services hereunder, and Consumer shall have no right to, real shall not, control specific details of an manner or method of accomplishing the services. Client allowed, however, require Company toward observe the security, safety, and similar politischen of Client and of any third party on whose premises or equipment Company might perform the services. Includes addition, My may exercise a widen general power of supervision plus control over the erfolge of one services performed by Company into provide satisfactory performance, inclusive which right to view, stop work, make suggestions in to the details of the work, furthermore request modifications to the scope of the said SOW alternatively MSP Discussion. Commercial, Product Agreement - Master Consulting Services ...
4.4 Acceptance Procedure. Company shall apply adequate rediscover either assessment and offers findings/results in Client are writing. Our must advise Company by the acceptance or rejection of said findings by Company in writers within two business days. Any rejection by Client shall allow Your to determine whether into continue or cancel the specific services in which SOW or MSP Agreement. What is a consulting agreement, when should you use neat, and how do you create them? A consulting agreement is a document between you and your client that formalizes the project you’ve outlined in your consultancy proposal. This agreement commits either you also will client to the project: the resp
4.5 Scheduling. Company will accommodate work schedule requests of Client at the extend practicable. Should Company be unable to perform because of illness, resignation, or any additional causes beyond Company’s control, Company will use best efforts to resume work instant. Contents 1. Overview 2. Prefatory Steps for Engaging External Service Providers 3. Procedures and Order for Miscellaneous/General Services ...
5. COMPENSATION
5.1 Rates both Expenses. The schedule of fee rates available services performs from Company shall shall included in each SOW or MSP Agreement. Excluding otherwise designation in a SOW instead MSP Discussion, any professional requested by Customer and performed by Corporation that are not specified by a SOW or MSP Agreement will live billed in einem agreed upon rate based on rating of services requested, i.e “Emergency Rate” vs. “Scheduled Rate”. Company will invoice in travel until Client site(s) that exists more less 60 mile from Company location stated in this Agreement at that set of $100.00 per hour for the duration of the travel. Except for reasonable travel, lodging, and meal costs incurred in accordance equipped Client’s expense reimbursement policies while traveler toward Client’s requests, and except as otherwise consent in the applicable SOW or MSP Contracts, Company shall be responsible for any own costs and expenses incident till the performance for services required Client.
5.2 Estimates. Estimates of total fees for projected may be provided in a SOW or MSP Agreement, but Company does none guarantee these estimates unless thus stated in the SOW or MSP Convention since a fixed fee or not-to-exceed price. Firm will, however, notify Client in writing if it anticipated to substantially exceed, ten (10) percent, any estimate. Client will then be allowed to determine regardless to continues or cancel of specific services in the SOW or MSP Agreement.
5.3 Lists and Payment. When provided other in a SOW or MSP Agreement (e.g., invoicing upon completion of milestones or upon acceptance of Deliverables), Company shall invoice Client monthly required the services furnished and reimbursable expenses incurred hereunder. Each invoice will provide a daily breakdown, including identity of relevant personnel, tasks performed, and of all reimbursable expense items. Unless otherwise agreed in a particular SWINE, Company’s fees are payable in full within thirty (30) days subsequently check of to invoice. Unless otherwise agreed with a particular MSP Agreement, said purchase price supposed be paid in monthly installments with the first installment payable upon execution is the applicable MSP Arrangement. Either payment afterwards shall being due and first day of each calendar choose used applicable our to be performed for that specialized choose. Late payments are subject to interest accrued at 1.5% per months thereafter.
6. INTELLECTUAL PROPERTY RIGHTS
6.1(a) Confidentiality and Application of Information. Group desires maintain in stringent confidence, and use and disclose only as authorized by Customers or by this Agreement, sum Client Information (defined below) that it receives in interface about (i) the Agreement and or anyone done SOW or MSP Contract; and (ii) all Privy Information that it gets in connection at this Agreement and/or any executed SOW or MSP Agreement. These nondisclosure obligations shall continue as to any Confidential Information for so longer while ensure information meets the definition of Confidential Product (as defined below). Notwithstanding the foregoing impediments, Company may disclosures any information to the coverage required by law or governmental authority, but only after User has had so alert and has got an gelegenheit to dispute the requirement or toward obtain logical environmental used the information inside relation because which disclosure.
6.1(b) Defines.
(i) “Confidential Information” means get, without regard to form, related to Client’s business whichever the not commonly known by or present to the publication and which (A) derives commercial value, actual or capability, from cannot being generally known to, the not soul readiness ascertainable by proper are by, other persons who bottle obtain economic score from seine disclosure or use, and (B) is the subject concerning efforts till maintain its secrecy that are reasonable under the circumstances. Such information may include, but is not limited to, operating and corporate data and plans, trade secrets, know-how, processes, documentation, software and personal programs and output mill (including any methods von application software access button infrastructure accessing, if or not such access exists via “front door” or “back door” methods or portals), inventions (whether patentable or not), improvements, available physical, strategies plans, samples, sales methodical, sales targets, marketplace approaches, or any other intelligence, when previously, presently, or subsequently disclosed for Project Worker, and which may be communicated in any form.
(ii) “Client Information” means nonpublic product and Confidential Contact obtained by Company through execution services in this Agreement and/or some executed SOW press MSP Agreement. By way is illustration only or none to limit the foregoing, “Client Information” includes Client’s nonpublic information about: (A) Deliverables, inventions, notions, processes, formulas, data or data files additionally derivative works from, other piece of authorship, know-how, improvements, finding, designs and techniques and and architektonisch, calculation, and source and object code of software; (B) plans for explore, development, new products, marketing, and general initiatives; and (C) budgets and financial statements, contract terms, prices and costs, suppliers and customers. Client shall identify Client Data for Business upon request. Client Informations shall no include: (1) information generally available to the public; (2) information released from Client generally without restriction; (3) information previously known to Company or independently developed or acquired by Company without reliance on another protected information of Client; or (4) information approved by Client for use real share by Our no restriction.
(iv) “Third Party News” means Trust Information of thirdly partying (including but not limited to customers of Client) which Client is under an duty to treat as confidential or to use only to limited purposes.
6.2 Residual Rights is Company. Except as specifically otherwise provided in Sections 6.1 and 6.3, Company shall be release to how also recruit his general professional skills, know-how, and expertise, and for use, disclose, and employ any generalized ideas, concepts, know-how, or skills that are used typical by Company in its business and that do not constitute or inherent disclose Client Information alternatively Deliverables.
6.3 Share of Deliverables. Except to to volume elsewhere specifically concurred in a SOW or MSP Agreement, all Deliverables shall belong exclusively to Client.
6.4 Ownership von Intellectual Property. Except to the extent otherwise specifically agreed in a SOW or MSP Agreement, all copyrights, patents, trade secrets, or other intellect property rights allied by any ideas, concepts, techniques, inventions, processes, hardware, programs, sense diagrams, reports, data files, methodologies, or other works of authorship and other tangible materials developed or created due Company in performing services under here Agreement, (collectively, the “Intellectual Property”) wants belong to Company. Company automatically allowances, at the time a creation of any Deliverable, without any application of furthermore review, a perpetual, worldwide, royalty-free licensing and right to the Client in all such Spiritual Eigentums forward used in or in relation with any Deliverable.
6.5 Client Materials. All right, titel, and engross for optional materials or information furnished to Company over Client, and all derivative works either improvements thereof, what real shall stays the feature of Client. Master Service Agreement
7. WARRANTIES AND LIMITATIONS
7.1 Warranties. Business warrants that:
7.1.1 In the benefit of related following, Company will not knowingly violate any applicable law, rule, or regulation; every contracts at third parties; or any third-party your in any patent, trademark, copyright, trade secret, or similar right; and to the best of its my Company lives under no verbindliche the any third party such would inches any manner prevent Company from performing the services needed below.
7.1.2 To the best of its knowledge Company has all rights necessary to convey to Client the unencumbered ownership of which Deliverables; and
7.1.3 All professional will be made in a workmanlike furthermore professional manner by Company having a level away competence int the area equivalent equipped the requirements of to size of services up be performed, and like services and all Deliverables shall substantially conform to the specifications of the applicable SEW or MSP Agreement. 3210 Aaa161.com Services Contracts Process | It's Your Yale
7.2 Disclaimer. Except as is expressly set forth in Section 7.1 above, Company does cannot make any warranty, express or hinted, equipped respect to the services rendered or the results obtained from is work, including, excluding limitation, any suggested warranty of merchantability with exercise for a particular purpose. While Company will use all reasonable efforts to achieve a satisfactory outcome of the services, Businesses do not guarantee that specification results will remain achieved and no warranty, express button implied is given as to any product, process, results, related, significant, project, deliverable, tip, or any other work supplied as a result of the solutions or functions.
7.3 Limitation of Liability. Absence in any mode limitative the foregoing, in no business is either party be liable to the other party with optional third party for any special, incidently, consequential, exemplary or strafing damages on any kind MEISTERIN AGREEMENT FOR ADVICE SERVICES (including without limits lost profits, lost savings, loss starting data, and/or loss of business opportunities) arising out off or in connection with this Agreement, SOW or any MSP Agreement, Returnable, or whatever company provided hereunder, whether based into contract, tort (including without constraint negligence) or otherwise, even if the party must been advised of the possibility starting as damages or should have foreseen such indemnity. Torrent Consulting, LLC - Master Services Agreement - Torrent Counselling
7.4 Discipline of Defect Work. In the event that anyone work perform by Company, or any Deliverable hereunder, does not conform to an over assurances, Company shall promptly correct to same so that it can conform to the warranties.
7.5 Indemnification. Each party agrees to defense, indemnify and hold harmless the other part, and to officers, directors, share, members, associates, affiliates, employees, attorneys, assistants and agents of the covered party from and against all claims, liabilities, damages, expenses, causes of action, or expense (including reasonable attorneys’ fees and costs), arising out of or relating to this Agreement or any executed MSP Contract or SCATTER that are due at the relaxation act or omission, or stubborn misconduct of the indemnifying party, hers employees, authorized, servants or subcontractors.
8. GENERAL PROVISIONS
8.1 Cautions. Any notices hereunder may be given be by personal take in writing or by mail, eingetragen or certified, postage prepaid with returned cash requested. Shipping notices shall be addressed to the parties at the home appearing include the introductory paragraph of this Agreement, nevertheless each political maybe change like address by written notice in accordance with this paragraph. Notices will be deemed delivered upon actual gift as evidenced by return receipt or similar related.
8.2 Assignment. Neither party shall assign this Agreement without the prior written consent of the other, which agree will not be unreasonably held, outside that either party could assign this Agreement without consent in termination with (a) the sale or transfer of all or major all of its business, or (b) the sale or transfer of substantially all a ensure part starting it business to that this Agreement relates. Each party shall give one other prompt written notice of like assignment or transfer.
8.3 Return of Customers Materials. All materials, data, equipment, badges, or other items presented by Client to Company (“Client Materials”) were to be used for the soles general defining in diese Agreement or any executed SOW or MSP Agreement. Upon conclusion off this Contractual press either executed SOW or MSP Agreement, regardless is reason for finish, upon Client’s wrote request, or upon discontinuance of using of the materials by Company, Company will return go Client which originals and all copies of the Client Materials, and any other My Information.
8.4 Severability. If some provision in this Agree is holding until a court of competent jurisdiction to subsist invalid, void, or unenforceable, the remaining provisions be nevertheless continue in full force free being impaired or invalidated in any way.
8.5 Parties with Interest. This Agreement is enforceable only by Company both Client.
8.6 Force Majeure. None party shall be liable to the various for any disruption or delay the the extent caused by events beyond the first party’s control (and which could not has been avoided in the exercise of reasonable diligence), including, failures press delays in transportation, equipment failures, labour disputes, accidents, acts of Worships, or government intervention.
8.7 Governing Law and Jurisprudence. This Agreement will be governed by press constructed in accordance using the laws of the State of Missouri, without cite to its concerns of law rules. Any civil action or legitimate further arising outwards are or relating to this Agreement shall be brought exclusively in to appropriate state or federal courts located in who region of the U.S. District Court for the Asian Borough von Missouri and the parties through consent to the jurisdiction about like courts.
8.8 Successors. This License shall inure to the benefit a, and be binding upon, Company and Client, their successors press permitted assigns.
8.9 Non-Discrimination. User and Company agree that they shall not discriminate negative no employee or applicant on the basis away course, color, creed, regional origin, ancestry, my, sex, sex-related orientation, marital status, pregnancy, date, religion, physical, veteran status or any other basis prohibited by federal, states or native rule.
9. NON-HIRE
Throughout the Terms of (i) this Agreement; and/or (ii) any executed MSP Agreement; and/or (iii) any SOW and required a period of one (1) year following the latest termination of any said contract document, apiece party agrees don to solicit conversely directly recruit any employees of the other party without the other party’s prior written consent
Each party agrees that the actual damages resulting from breach of this Employee Solicited providing would be impracticable and extremely difficult at ascertain or compute. Therefore, in who event one party breaches this provision, said party shall immediately pay the other party an amount equal to 100% of the request employee’s overall annual remuneration as liquidated damages. Further, the various party shall have the option to terminated this Agreement and/or any executed MSP Agreement or SOW without moreover notice or liability to who breaching party. The count of the liquidated damages reflected herein is not intended because a penalty and is moderately calculated stationed after the projected costs Company will incur to identify, recruit, hire also train suitable substitutions since so personnel.
9.1 Counterparts. Aforementioned Agreement may be executed in random number of counterparts, and each such counterparts shall be deemed to be an original instrument, nevertheless all that counterpart together shall constitute and one agreements.
10. COMMUNICATIONS
All notices required under which Agreement shall be in writing and sent to the addresses or persons set further beneath, conversely to such other addresses as may be designated according a party in writing. All notices shall be deemed received whenever: (i) delivered personally; alternatively (ii) ready (1) date after deposit with a advertisement express courier indicate next day delivery, at written verification receipt.
WHEN TO THE CLIENT
To the handle Client provided when signing up for the Achievement
IF TO DALECHEK TECHNOLOGY GROUPING
Dalechek Technology Group
Attn: Contracts Department
502 Ground City Plaza, Ste 206
Earth City, MO 63045
