Services. NP Information Systems (NPI) agrees to perform for Client the services authorized by the Client which may include month-to-month maintenance of most aspects of the Client’s computing environment such as network servers, workstations, security, and network applications. These services may include the deployment and use of the NPI 7×24 hour monitoring application. Appendix A provides more detail and specific description of the Services provided.
Payment for Services. Client agrees to pay NPI for services in accordance with NPI’s current rate schedule and/or any approved sales quotes. Client will reimburse NPI for expenses, such as parking, incurred by NPI in the course of providing services. Estimates are based on NPI’s current understanding of the requirements and may need to be adjusted following completion of the final specification and detail design. Prices quoted are good for a period of 15 days.
Limitations of Scope. NPI will not be responsible for work that is beyond the scope of services set forth in this Agreement. Either party may request changes to the defined services. Changes must be agreed to in writing and must reference and amend this Agreement.
Invoicing. Client shall pay NPI the amount agreed to herein upon receipt of invoices. Unless otherwise agreed, services will be billed at standard hourly rates. NPI reserves the right to suspend work and/or delay delivery if Client’s account is not current based on invoice dates. NPI may terminate its obligations if Client fails to make timely payments in accordance with invoice terms.
Joint Management Responsibility. Both parties share responsibility for work management and oversight. Designated managers from both parties will meet on a mutually defined regular basis to review business priorities and directions, key business milestones, work priorities, shared work assignments and approve completed work. Designated managers from both parties will also be responsible for ensuring that high priority work is being addressed on a timely basis and that all key requirements are being met. Designated managers will be responsible for fully communicating issues and concerns and for ensuring that all team members are properly instructed on actions that need to be taken and corrections that need to be made. Designated managers will also be responsible for ensuring that agreed upon processes and work methods are being followed and that team members are appropriately aware of their responsibilities in carrying out their roles.
Payment Terms & Interest. Invoices for equipment, hardware or canned software are payable on delivery (COD). Payment on all other invoices is due by the 15th day following the date of the invoice. If payment is not made by that date, the account will be deemed to be past due. Time is of the essence. Past due balances shall accrue interest at the rate of 1.5% PER MONTH AT AN ANNUAL PERCENTAGE RATE OF 18.00%. Interest is charged both on the past due principal balance and the past due interest charges. Accounts with past due balances may be placed on a cash basis, at our option.
Confidential Information. Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”) and shall not disclose to any non-party to the Agreement, any confidential information of Such Other Party, except to the extent that such information is required to be divulged to NPI’s clerical or support staff or associates in order to enable NPI to perform NPI’s Agreement obligations. Confidential information is information related to Such Other Party’s research, development, trade secrets, or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in relevant technologies or business operations.
Staff. NPI is an independent contractor and neither NPI nor NPI’s staff is or shall be deemed to be employed by Client. NPI shall take appropriate measures to ensure that NPI’s staff does not breach Section 7 hereof.
Non-hiring of Employees or Agents. Client acknowledges that all NPI Employees performing services for Client are performing said services pursuant to the terms and conditions of a written Non-Competition Agreement previously entered into between NPI and the Employee which contractually prohibits the Employee from performing services directly for the Client during the term of the Employee’s employment with NPI and for a period of two (2) years thereafter. Client further acknowledges that NPI has a substantial investment in its employees. In consideration of this investment, Client agrees not to solicit, hire, employ, retain, or contract with any NPI employee without first receiving NPI’s written consent. If an employee competes against or terminates employment with NPI, regardless of the reason for termination, and is employed by Client, or any affiliate or subsidiary, in any capacity in violation of the Non-Competition Agreement, Client agrees to, within ten (10) days of employing the Employee pay NPI an amount equal to 50% of the then current yearly salary or wage paid by NPI to such employee. In the event that Client fails to make said payment within the time period set forth above Client acknowledges that NPI will file a lawsuit against the Employee and the Client for breach of contract, interference with contract, injunctive relief and damages. In any such litigation filed the prevailing party shall be entitled to recover its attorney’s, paralegal’s, accountant’s, and other experts’ fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, as determined by the court at trial or on any appeal or review, in addition to all other amounts provided by law.
Term & Termination. Except for reasons of non-performance by either party, this Agreement shall remain in effect for an initial period (the “Term”) from the Effective Date. If the Agreement is not renewed by the end of the Term, it shall automatically renew for subsequent one (1) year period until it is either renewed or terminated. Termination of this Agreement following the initial Term requires written notice delivered thirty (30) days prior to the desired date of termination. Requested termination date must be at the end of a monthly period. A repeated failure to make payment by date due during any calendar year gives NPI the option for immediate termination. During the initial 90 days of this Agreement, beginning on the Effective Date, either party will be able to terminate this Agreement with 30 days’ written notice.
Liability. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of NPI, NPI‘s liability to pay damages for any losses incurred by Client as a result of breach of contract, negligence or other tort committed by NPI, regardless of the theory of liability asserted, is limited to no more than the total amount of the annual base fee paid under this Agreement. In any case, NPI and its licencors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, NPI shall have no liability to Client arising from or relating to any third-party hardware, software, information or materials. NPI is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though NPI will make every reasonable effort to prevent or minimize exposure to such risks.
Attorneys Fees. If this account is placed in the hands of an attorney or collection agency for collection, or in the event of any litigation or arbitration in connection with the execution, interpretation, performance or enforcement of this Agreement, the prevailing party shall be entitled to reimbursement by the other party of all costs and reasonable attorney’s fees incurred by the prevailing party, whether at arbitration, trial or any appeal, or in connection with any proceeding before a U.S. Bankruptcy Court or in collecting on or enforcing any such decision or judgment.
Entire Agreement. Each party acknowledges that it has read this Agreement, which includes any Exhibits and Addenda attached, agrees to be bound by its terms and conditions, and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, relating to the subject matter of this Agreement. In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. This Agreement cannot be modified or altered except by a written instrument duly executed by both parties.
Applicable Law. NPI shall comply with all applicable laws in performing services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject to. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. Jurisdiction and venue of any suit or action to enforce this Agreement shall rest solely in any state or federal court located in King County, Washington.
Enforceability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, then the validity, legality and enforceable of the remaining provisions shall in no way be affected or impaired thereby.
Notices. Notices between the parties shall be mailed prepaid via certified mail, return receipt requested to the last known business address of the receiving party.
Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the proceeding sentence, this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.
Indemnification. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against NPI and its licensors arising from products or services related to this Agreement.
