1. PERRY proTECH (hereinafter referred to as “PERRY”) by its acceptance hereof, agrees to furnish to the named client (hereinafter referred to as “client”) the described Network Services (hereinafter referred to as “Agreement”) on the following terms.
  2. Network Services are professional services rendered on-site or through remote communication methods by PERRY proTech for Clients requesting assistance with configuring, installing, troubleshooting, upgrading, securing, supporting their computer or telephony networks inclusive of the hardware, software, and interconnected systems.
  3. All work shall be performed in a workmanlike and professional manner.
  4. PERRY shall have the right to determine the method, details, and means of performing the work to be performed for Client.  When work is performed at Client’s premises, Client shall provide a work environment which is clean, safe and conducive to the conduct of business.
  5. Client will not withhold payment of any amounts or otherwise default under this Agreement by reason of any claim that PERRY has failed to perform its obligation hereunder, unless Client provides PERRY with written notice of the specific alleged failure and provides PERRY thirty (30) days from certified mail to PERRY’s address shown on the billing invoice to substantially cure said failure.
  6. Client shall pay reasonable collection costs incurred by PERRY in the collection of any amount due hereunder, and in the recovery of any property pursuant to or in the enforcement of rights against the Client, including attorney’s fees and costs, whether or not suit is brought.
  7. PERRY shall not be liable to Client for any failure or delay caused by events beyond PERRY’s control, including, without limitation, Client’s failure to furnish necessary information; sabotage; failures or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages or labor, fuel, raw materials, or equipment; technical or power failures.
  8. PERRY will not be responsible for indirect, incidental, or consequential damages including but not limited to lost profits or damages arising out of use or inability to use the computer equipment.  PERRY’s aggregate maximum liability relating to services under this Agreement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to PERRY for the portion of its services or work products giving rise to liability.  Neither Client nor PERRY will be liable to the other for consequential or punitive damages (including lost profits or savings) even if aware of their possible existence.
  9. Client will indemnify PERRY and hold PERRY harmless from and against any and all third party claims, demands, actions, losses, liabilities, cost and expenses (including reasonable attorney’s fees and costs) arising out of or resulting from the performance or lack of performance, of Client’s activities under this Agreement except to the extent caused by PERRY’s gross negligence or intentional misconduct.
  10. PERRY and Client are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties.  Nothing in the Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either PERRY or any employee or agent of PERRY.
  11. PERRY makes no guarantee as to system uptime, nor can PERRY predict all failures or events that may impact client systems.  PERRY is not responsible for lost data. Client acknowledges its responsibility to and agrees to regularly back-up the system.
  12. In absence of a MANAGED or other Support Agreement listed above, all service response time is best effort.
  13. Client agrees not to directly solicit the employees of PERRY for employment.  Except upon payment to PERRY of a fee of $20,000.00 by cash or certified check, Client shall not hire or accept or retain as an employee or independent contractor any employee or representative of PERRY who works in any capacity on any matter arising in any respect from the services provided under this Agreement.  The parties agree that the said sum of $20, 000.00 is paid for PERRY as full and adequate consideration for the loss of services of such employ.  For the purposes hereof, an employee shall include any person engaged at anytime within the 180 days preceding the day that such person begins employment with Client provided that such person worked on a project under this Agreement during such 180-day period.  
  14. This Agreement shall be governed by the laws of the State of Ohio and constitutes the entire Agreement between PERRY and Client with respect to furnishing of services hereunder.  No provision of the Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in the writing by the party against whom it is sought to enforce the waiver, amendment or modification.
  15. Each party will keep confidential any financial, statistical, business, technical, copyrighted or confidential or proprietary information of the other party which may be submitted by one party to the other (including the price paid for product and/or services, any discounts, any special payment terms, and any other negotiated terms of this Agreement). And each party agrees to keep such information confidential by using the same care and discretion that is uses with similar confidential and proprietary information of its own and will instruct its personnel to do so. 
  16. Prevailing labor rates are included in Agreement and are subject to change from time to time at the discretion of PERRY.
  17. Client will be charged a per diem per person for on-site services Travel Charges.  Travel charges are billed daily per engineer and are based on the time traveled from the PERRY office servicing that area: 
  18. All PERRY services are billed on a time and materials basis at the then prevailing hourly labor rate, unless otherwise specified in a separate Statement of Work. 
  19. PERRY and Client shall determine the schedule of work and will use best efforts to accommodate work schedule requests as soon as possible.  Once work is scheduled and confirmed by Client, should Client cancel or postpone the work within seven (7) business days of the start date, a cancellation fee may be charged.  The cancellation fee, to be determined by PERRY, may be up to one-half the value of the lost time.  
  20. For any project exceeding eight (8) hours to complete, PERRY may require that Client sign a separate Statement of Work, which shall be appended to this Agreement and incorporated herein.  The Statement of Work will set forth the specific services to be provided, the deliverables, the project duration/schedule, the fee for services rendered, if different from the hourly rate and charges as set forth in Appendix A, and any other pertinent details.  Any changes to the project after the Statement of Work has been signed shall require a written Change Order signed by the parties.  In executing a Statement of Work, Client understands that the Terms of this Agreement will apply, except as specifically and expressly stated in said Statement of Work.
  21. PERRY shall not be obligated to perform or provide services as called for in this Agreement unless the Client is current with all payments due to PERRY under this or any agreement.
  22. After execution by PERRY’s Contract Management, the term of this Agreement shall commence on the date shown on this Agreement and shall initially be for a period of twelve (12) months and shall automatically renew thereafter for successive one-year periods at the then current rates, unless PERRY or Client provides thirty (30) days prior written notice of non-renewal.  Risk of loss passes to Customer when equipment is delivered to either Customer or PERRY for configuration, repair, or modification. Customer assumes full risk of loss and Customer’s insurance shall be the solely responsible for any loss regardless of cause or location of equipment.