MASTER SERVICES AGREEMENT - IT SUPPORT AND SERVICES

 

  1. SCOPE OF SERVICES.

    1. Monthly Retainer Based Services: Park Road shall provide managed IT support services for Client on a monthly recurring basis.  IT support services are billed in ¼ (one-quarter) of hour increments.

    2. Project Based Services: Park Road shall provide such hardware, software and/or maintenance and furnish such services to the Client as are requested by the Client from time to time.  The hardware, maintenance and/or software to be provided (the “Equipment”) and the individual assignments and projects to be performed by Park Road  (the “Services”) shall be as agreed upon in written work statements executed from time to time by the Client and Park Road  (each, a “Supplement” or a “Statement of Work”, respectively).  In the event of a conflict between the terms of this Agreement and any Supplement or Statement of Work, the terms of the Supplement or Statement of Work shall govern. Project Based Services are billed in ¼ (one-quarter) of hour increments.

  2. FEES. Charges will be invoiced monthly or as otherwise provided in the Equipment Supplement or Statement of Work, and will be payable within thirty (15) days of Client’s receipt of invoice, without withholding, deduction or offset of any amounts for any purpose. Client shall pay all applicable taxes relating to the Equipment, Services, and materials, excluding only taxes based on the net income of Park Road.

    1. All materials will be invoiced by Park Road to Client at the total cost, including taxes and shipping.

    2. Park Road reserves the right not to provide any further Equipment and/or Services should any invoice remain outstanding for more than thirty (30) days from the date of invoice.  Park Road also reserves the right to charge penalty interest at a rate of 3% per month on the outstanding amount after thirty (30) days from the invoice date.

  3. EXPENSES. The charges stated above are exclusive of all out of pocket travel-related and other expenses and expense-related taxes associated with the provision of the Services hereunder, all of which will be billed separately and which will be payable within fifteen (15) days of the invoice date.

    1. If travel, other than normal travel to Client's office or location is required, upon pre-approval by Client, Client is responsible for all actual and reasonable transportation and living expenses incurred by Park Road personnel during the performance of on-site Services requested by Client.

  4. WORK SCHEDULES AND PERSONNEL. Park Road may provide agreed-to work schedules of Park Road personnel.  Park Road will use reasonable efforts to provide personnel in accordance with such schedules.  Park Road will make every reasonable effort consistent with sound business practices to honor the specific requests of the Client with regard to the assignment of Park Road 's employees, provided, however, that Park Road reserves the sole right to determine the assignment of its employees. Park Road may utilize subcontractors to provide portions of the Services, but Park Road will remain responsible for all costs and services of the subcontractors.  Personnel provided by Park Road will not for any purpose be considered employees of Client.  Park Road ’s personnel shall make no commitments on behalf of Client for any reason.

  5. DATA BACKUP. All computer system and data backup tasks will be the responsibility of the Client unless otherwise stated and agreed upon by the Client and Park Road in the Statement of Work.

  6. CONFIDENTIALITY. Each party shall, and shall cause its personnel to, hold and deal with in strict confidence all information relating to the other party's business which is clearly designated as confidential or which may, under the circumstances, be reasonably determined as being confidential. The following shall not constitute confidential information: (a) information that is made publicly available by the disclosing party; (b) information that is lawfully obtained by the receiving party from any source other than the disclosing party free of any obligation to keep it confidential; (c) information that is previously known to the receiving party without an obligation to keep it confidential; (d) is independently developed by the receiving party without the use of the other party’s confidential information; or (e) information that is disclosed pursuant to applicable law, or by order of any court or governmental agency provided that the receiving party gives the disclosing party the opportunity to contest or obtain a protective order regarding such disclosure.  A disclosure of confidential information under this section shall not terminate the obligations of confidentiality that apply to such information under this Agreement unless such information thereafter falls within one of the foregoing exception categories.  

  7. TITLE. All original printed and recorded written materials, and ideas, concepts, know-how or techniques relating to the Services provided and work product developed during the course of this Agreement in whole or in substantial part by Park Road  personnel shall belong to Park Road , provided, however, that Client shall be authorized on a non-exclusive basis to use any such materials, ideas, concepts, know-how, or techniques for so long as Client rightfully possesses the Equipment and/or software to which they relate.  Client shall not sell, disclose, or sublicense such materials, ideas, concepts, know-how, or techniques without the prior written approval of Park Road, which approval may or may not be granted, at Park Road 's exclusive direction.

    1. Title and ownership of the Equipment shall remain vested in Park Road until the point of payment of the Equipment.

  8. EMPLOYEE SOLICITATION. Neither party shall, without the other party’s written consent, for a period of twelve (12) months following the completion or termination of the applicable Statement of Work, solicit for employment, offer employment to or hire or contract, directly or indirectly, any of the other party’s existing or former employees, agents, representatives or subcontractors who provided Services in connection with the Statement of Work.  If a party hires a resource of the other party as a full-time, part-time, or contract employee within such 12-month period, the hiring party agrees to pay the other party the equivalent of such person’s most recent annual base salary to offset the development costs which were incurred by such party in this resource.  The foregoing restrictions shall not apply to persons who respond to advertisements of general or industry circulation or who respond to inquiries from employment recruiters, provided the recruiter was not directed to contact such person.

  9. WARRANTY; LIMITATION OF LIABILITY. Park Road warrants that the Services shall be performed in a professional manner.  In the event of a breach of this warranty, Park Road shall cause to be performed correctly the Services with respect to which the warranty has been breached.  Any claim for breach of Park Road 's warranty hereunder must be made, by written notice to Park Road, within two weeks following the date of completion of the Services for which the claim is made.  The foregoing notwithstanding, Park Road ’s warranty shall not be valid if any of Park Road’s written recommendations as to the scope of the Services are not agreed to by Client and such breach of warranty would not have occurred but for such failure by the Client to accept such recommendations.

    1. In the event Park Road provides Client any equipment or commercially available software as a part of this Agreement, Client will look exclusively to the manufacturer of such equipment or software for any warranty claims relating thereto, and Park Road shall have no responsibility for such items.

    2. The foregoing warranty is exclusive and is in lieu of all other warranties, express or implied, including without limitation any warranties of merchantability or fitness for a particular purpose.

    3. Client agrees to look to the manufacturer of the Equipment for any and all warranties with respect to the Equipment.

    4. PARK ROAD'S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE FEES RECEIVED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL PARK ROAD  BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST GOODWILL OR WORK STOPPAGE), REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER CLIENT HAS BEEN ADVISED OF THAT POSSIBILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY.

  10. ASSIGNMENT. Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by Client without the prior written consent of Park Road.

  11. GOVERNING LAW; VENUE. The parties agree this Agreement shall be governed by and interpreted under the laws of the United States of America and the State of Florida, without giving effect to its choice of laws principles.  For resolution of any disputes arising out of this Agreement, the parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Florida.

  12. COMPLETION CRITERIA. Services, as provided in a Statement of Work, will end when a written Project Completion Form, a form of which is attached hereto as Exhibit B, has been executed by Client.  Client's failure to (i) deliver the executed Project Completion Form within 10 business days from the presentation by Park Road or (ii) notify Park Road within such 10-day period as to the reason for its failure to execute the Project Completion Form shall be deemed to be executed by Client.

  13. TERMINATION. Park Road may terminate this Agreement in the event that Client breaches any material obligation thereunder, including Client’s failure to pay any amount due to Park Road when due, and such breach continues for thirty (30) days after Park Road has sent written notice of such breach to Client.  Any such termination shall be without prejudice to Park Road ’s right to collect the amounts past due and owing or to retain amounts previously paid to Park Road by Client.  Client may terminate this Agreement in the event Park Road breaches any material obligation thereunder, and such breach continues for thirty (30) days after Client has sent written notice of such breach to Park Road.  Client may terminate any Statement of Work without cause upon fifteen (15) days notice to Park Road.  If either party terminates a Statement of Work prior to the completion of the Services described therein, Client will promptly pay Park Road for the Equipment and Services provided through the date of termination.  This Agreement may be terminated by either party with 30 day written notice to the other party provided that all Statements of Work have been completed or terminated as set forth herein.

  14. CHANGES. Any changes to the project which require additions, omissions, or modifications to the original scope of Services, including, without limitation, the specified number of hours of Services, will need the review and approval of both Park Road and Client. Approved changes could result in modifications to the project implementation plan, and possibly to such Statement of Work, resulting in additional overall project costs.

    1. A written Change Order Form, a form of which is attached hereto as Exhibit C, must be signed by both parties to authorize implementation of the proposed changes.

  15. EFFECT OF PURCHASE ORDERS, INVOICES, QUOTES, ORDER ACKNOWLEDGMENTS AND THE LIKE. Purchase orders, invoices, quotes and/or order acknowledgments, if accepted by Park Road, shall be binding only with respect to  (i) the Equipment and Services ordered; (ii) the fees therefor; and (iii) the site(s) for installation or performance of the Services.  Other terms and preprinted terms on or attached to any purchase order, invoice, quote and/or order acknowledgment shall be void and of no effect.

  16. SEVERABILITY. If there is a final determination that any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

  17. FORCE MAJEURE. Neither party will be liable for delay in the performance of its obligations hereunder (other than for non-payment) if such delay is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, government interference, strikes and/or walk-outs.

  18. INVOICE DISPUTES. Should Client have a dispute over any Park Road invoice, Client agrees to notify Park Road in writing of the details of such dispute within fifteen (5) days of the date of the invoice so as to allow Park Road to take appropriate action to address Client’s concerns. If written notice is not received within fifteen (5) days of the date of invoice, the invoice will be deemed accurate and payable under the terms outlined in Section 2 herein.

  19. SECURITY INTEREST. Client grants Park Road a purchase money security interest in any Equipment ordered under this Agreement or any Supplement hereto to secure payment of the sale price in full.  Client hereby authorizes Park Road to file a financing statement reflecting such security interest.  

  20. NO WAIVER. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.

  21. SURVIVAL. The rights and obligations of Section 6 CONFIDENTIALITY, Section 8 EMPLOYEE SOLICITATION, and Section 9 WARRANTIES shall continue after termination of this Agreement and shall bind the parties and their legal representatives, successors, heirs, and assigns.

  22. NOTICES. All notices required or desired to be given hereunder shall be in writing and, if not personally delivered, shall be by facsimile or electronic transmission (with a delivery receipt and with a copy by first class mail) or by registered or certified mail, or by next day express mail or overnight, nationally recognized courier, postage and/or delivery charges prepaid with proof of receipt, to the address, or facsimile number set forth below the signatures of the parties to this Agreement.  Any notice shall be deemed to have been given (a) when delivered if delivered personally or when sent by electronic transmission with an electronic delivery receipt, (b) the day after deposit with the express or courier service when sent by next day express mail or courier, (c) five (5) days after deposit with the postal service when sent by certified or registered mail; or (d) when sent over a facsimile system with answer back response set forth in the sender’s copy of the document on the day when it is received at the address , provided that either party may from time to time change the address to which notices to it are to be sent by giving notice of such change to the other party.

  23. CLIENT RESPONSIBILITIES. (a) Client will be responsible for providing space for Park Road personnel to work, which includes but is not limited to required services such as telephones and voice mail, network connections and privileges, and appropriate facility security privileges, if applicable; and (b) CLIENT WILL PROVIDE ALL PROPERLY LICENSED SOFTWARE REQUIRED FOR ANY SERVICES, IF APPLICABLE.

  24. COMPLETE AGREEMENT. This Agreement and all documents executed in connection herewith contain the entire understanding between the parties hereto and supersede all prior agreements and understandings relating to the subject matter hereof.  This Agreement may not be modified, amended or otherwise changed in any manner except by a written instrument executed by the parties.

  25. MISCELLANEOUS. Park Road and Client agree that an electronic copy or a facsimile of this Agreement and all related documents, with their signatures thereon, shall be treated as originals, and shall be deemed to be as binding, valid, genuine and authentic as an original signature document for all purposes.  If approved by Park Road, an affiliate of Client may execute an Equipment Supplement or Statement of Work, but Client and its affiliate shall be jointly and severally liable for all purposes under such Equipment Supplement, Statement of Work or this Agreement.

OUR SERVICES

- Product Development

- Business Process Management

- Full service fixed price IT support

- IT Architecture and Implementation

- Expertise in regulated Financial Industries

Special Thanks

To Anthony Quintano for his beautiful shot of Central Park. - CC 2.0

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