IN-POWERED IT: In-Powered IT ESLA b150
DAG Tech In-Powered IT - Electronic Service Level Agreement (SLA)
Support Term - Initiated upon checkout
Month-to-month agreement
Base rates 9a-6p M-F, non-holiday, non government closing
Additional Standard Support (9a-6p M-F) Rate + no fee
Extended Business Hours Support (8a-9a & 6p-9p M‑F) Rate + $25
Weekend Support (9a-6p Sa & Su, Holidays) Rate + $50
Emergency Incidents Rate x 1.5
Service Level Agreement Terms and Conditions
THIS AGREEMENT, executed upon successful shopping cart checkout, is made by and between DAG Tech LLC (hereinafter “DAG TECH”), and Company as denoted during checkout,located at address as denoted at checkout (hereinafter referred to as “CLIENT”). DAG TECH and CLIENT may be referred to collectively as the “parties” or individually as a “party”.
WHEREAS, CLIENT desires DAG TECH to provide certain consulting services, and
WHEREAS, DAG TECH desires to provide such services to CLIENT, and
NOW THEREFORE, for and in consideration of the mutual promises, terms, provisions, and conditions herein, the parties hereby agree as follows
TERMS:
1. Performance. During the term of this Agreement, DAG TECH shall perform the consulting services (the “Services”) for CLIENT as stated in the SLA Tasks.
2. Client Policy. DAG TECH agrees to adhere to all policies and procedures applicable to contractors providing services to CLIENT during the term hereof, including, but not limited to, those CLIENT policies and procedures which govern the handling of sensitive and proprietary information, the nondisclosure and non-use of confidential information, and policies governing responsibilities, security, ethics and conduct on CLIENT premises or while otherwise providing services to CLIENT. It is also understand and agreed that DAG TECH shall not be liable, under any circumstances, for any future losses incurred by client due to the work product/services provided hereunder; except as provided in Term 16.
3. Compensation. During the term hereof, there will be an annual 3% escalation to all rates effective on the anniversary date listed above. Payment terms, CLIENT shall pay DAG TECH the amount due within thirty (30) days after receipts of each proper invoice. DAG TECH reserves the right to cease performance under the terms of this Agreement if any invoice remains unpaid after 60 days. Travel fees may be included if pre-approved by CLIENT. SLA is billed at the beginning of the month, in advance of service. Additional (overage) hours will be added to the subsequent month’s bill. Unused time is not credited or forwarded. Fee structures and specifics are listed in the Service Level Agreement Fee Structure Table below.
4. Cancellation. Both parties may terminate the agreement by providing 30 days notice. The final month of support will not be pro-rated if the cancellation is mid-cycle.
5. Confidentiality. The parties acknowledge that, during the course of providing Services under this Agreement, DAG TECH will have access to CLIENT Confidential Information (as defined below). DAG TECH agrees that it shall not, during the term of this Agreement or at any time thereafter, use or disclose to any person, firm or corporation such Confidential Information of CLIENT. For purposes of this Agreement, “Confidential Information” means any and all information in respect to CLIENT. Both parties agree to abide by the signed Mutual Nondisclosure Agreement.
6. Representations and Warranties. DAG TECH represents and warrants that (i) it shall comply with all applicable Federal, State, local and foreign laws and regulations in the performance of the Services rendered under this Agreement; (ii) it shall perform the Services in a workman like manner using good consulting practices and the state of the art; and (iii) the Work Products do not and shall not infringe any patent, trademark, copyright, trade secret, or any other proprietary right of any third party or parties.
7. Assignment. Neither party may assign this Agreement without the prior written consent of the other party.
8. Disputes. The Parties agree to exercise their best efforts to settle all disputes arising under this Agreement by mutual agreement (“Disputes”). If agreement cannot be reached, the Parties shall be free to exercise any legal or equitable remedies, which may be available under this Agreement and the law applicable thereto.
9. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
10. Insurance. The CLIENT represents that it has procured and maintains a policy or policies of insurance in the amount equal to one hundred percent of the full insurance replacement value, without regard to devaluation for technology advances, of all computer hardware and software on the premises of the CLIENT. Although DAG TECH will take commercially responsible measures to avoid any activity that would jeopardize or conflict with said insurance coverage maintained by CLIENT or cause the premium charged to the Client to increase, DAG TECH shall not be responsible for damage to any of the CLIENT’S computer equipment or data. CLIENT’s liability coverage will extend to include all DAG TECH staff and consultants and their services during the performance of this agreement.
11. Notices. Any notices, requests, demands or other communications provided by this Agreement shall be in writing and shall be effective when delivered in person or mailed, postage prepaid, registered or certified, and addressed to all parties below. Please verify the accuracy of the following information and notify DAG Tech in writing with any requested changes or should this information change during the course of the agreement.
12. Amendment. This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties.
13. Non-Solicitation. For a minimum period of two (2) years from the date of termination of this Agreement, CLIENT may not solicit for hire any DAG TECH personnel with whom CLIENT comes in contact with as a result of this Agreement, except with the express prior written permission of DAG TECH.
14. Place of Performance. This Agreement assumes that DAG TECH personnel will work REMOTELY. In the event of at times onsite work, DAG TECH assumes that CLIENT will provide, at no cost to DAG TECH, all necessary office space, materials, and Internet connectivity as required for onsite support. This Agreement assumes that in the event that CLIENT-furnished items are not available, DAG TECH and CLIENT will negotiate an equitable adjustment.
15. Force Majeure. Neither Party shall be liable for delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, which shall include acts of God, strikes and governmental authorities.
16. Limitation of Liability. In no event shall either Party be liable to the other Party or to any third party, for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, data or use, whether in an action for breach of contract, even if advised of the possibilities of such damages. The maximum liability by either Party to the other under this contract shall in no event exceed the total date value of this contract. The foregoing liability limitations shall not apply with respect to damages occasioned by the willful misconduct or gross negligence of either Party.
17. Enforceability. The invalidity or unenforceability of any portion of this Agreement shall not affect or limit the validity or enforceability of its remaining provisions. In case any one or more provisions of this Agreement shall for any reason be held invalid or unenforceable in any respect, such invalid or unenforceable provision(s) shall be modified and/or construed so that it will be valid and enforceable to the maximum extent permitted by law if such modification or construction reflects the true intent of the parties hereto.
18. Governing Law. The construction, validity, performance, and effect of this Agreement for all purposes shall be governed by the laws of New York, without regard to its conflicts of law provisions. The parties hereto consent to personal jurisdiction of the courts in New York and agree that proper venue for any action hereunder shall be in New York. Should a lawsuit be filed in connection with any of the terms and conditions of this Agreement, the prevailing party shall be entitled to an award of costs and attorney fees.
19. Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to subject matters contained herein supersedes and invalidates any prior written or oral agreements.
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