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Master Service Agreement

  1. Context. Throughout this Agreement, references to “Client,” “you,” or “your” mean the entity who has accepted a quote, proposal, service order, or similar document (electronic or otherwise) from Systech.  (In this Agreement we refer collectively to these type of documents as a “Quote,” although the title or caption of the actual service-related document might vary.) 

  1. Scope of Work: Clicrite shall provide to Client its computer network services as described in this quote Agreement shall cover only the MSP or other additional services agreed to in writing. Anything additional is subject to additional charges quoted to Client. Any work requested which, in Clicrite's sole opinion, falls outside the scope of this Agreement shall be regarded as ‘Consulting Work’ subject to Project Hourly Rate listed in the MSP. Such 'Consulting Work' includes, but is not restrictedto, Microsoft Consulting Services, Migrations, special projects and other services outside the Scope Work. If this work is outside of the scope of the project defined within the MSP, Clicrite in its discretion may perform that work at equipment price, plus labor at such rates as set forth in the MSP for Projects.

  2. CONDITIONS AND LIMITATIONS: Client agrees to the following conditions and limitations:

    1. Response times: Client acknowledges that any response times are target response times and are subject to events outside the control of Clicrite. Clicrite will make every reasonable effort to respond to service calls as soon as practical; however, Clicrite cannot guarantee performance of its services within the target timeframe

    2. Third Parties: Client acknowledges that some services may be provided through third parties and that their performance cannot be guaranteed by Clicrite. The failure of a third party to perform does not constitute a failure on the part of Clicrite. Examples include but are not limited to Internet Service Providers, Hosted Exchange, Hosted SPAM filtering and other Cloud Services.

    3. Single Point of Contact: Client agrees to appoint a single contact person to interface with Clicrite for all services provided under this Agreement. This contact person will have the authority to authorize purchases and generally convey Client company policy to Clicrite in relation to provided services. This includes triage of calls, assignment of work orders to internal personnel or Clicrite, and documentation of the completion of all work orders.

    4. Domain Administrator Account: Client authorizes Clicrite to establish and maintain a domain administrator account for its exclusive use in providing the services detailed in this Agreement.

    5. End User License Agreements (“EULA”): Client expressly authorizes Clicrite to accept and/or execute any applicable EULAs on behalf of Client. Client acknowledges and agrees that Client remains bound by any EULA terms or conditions and that Clicrite is not assuming any right, duty, or obligation on behalf of Client.

  3. Network Access: Client is aware and consents to Clicrite accessing Client’s computers using remote connectivity tools for the purposes required per theMSP. In the event any regulatory guidelines require aparticular manner of access, Client will notify Clicrite. To the extent such special requirements result in Clicrite incurring additional costs, such costs shall be compensable hereunder.

  4. Definition of ‘Normal Business Hours’: Normal business hours are defined as Monday through Thursday, 9am to 6pm; Friday, 9am to 2pm(all EST), excluding Federal and State public holidays. Service may be notably more limited on Jewish holidays.

  5. Out of Hours Support: Where an issue arises outside of Normal Business Hours, or where requires an issue to be worked on outside ofNormal Business Hours, support will be charged at the hourly rates forafterhours support listed in the MSP.

  6. Duration of Agreement: This Agreement shall continue in effect for a period of 12 months, and thereafter will renew automatically for additional one (1) month periods unless canceled in writing by either party upon thirtydays’ prior written notice. Notwithstanding the foregoing, Clicrite may terminate this Agreement at any time and for any reason or no reason upon thirty (30) days’ prior written notice. No such termination shall affect any compensation due Clicrite prior to such termination.

  7. Line-of-Business (LOB) Applications: Line-of-business (LOB) applications are supported only to the extent necessary for the application to be made available to the user. Support for specific features within LOB applications should be sought from the vendor ofthe application.

  8. Authorized Persons: Client shall provide Clicrite with a list of all personnel authorized to request the commencement or cessation of work under this Agreement. No instruction from any other party will beaccepted by Clicrite.

  9. Onsite Visits: In the event that one or more on-site visits by Clicriteare required, each such visit is billable at a minimum charge of one (1) hours per the MSP Onsite Rate, except that the first hour eachmonth devoted to site visits shall be complimentary to Client. In addition, travel time and other expenses will be charged to Client.

  10. Payment Terms: Unless otherwise specified in writing, all fees shall be due and payable immediately upon receipt of invoice. Late payments shall incur interest at 1.5% per month. Client will reimburse any costs,including reasonable legal fees, incurred in collecting amounts due under or in enforcing this Agreement.

  11. Warranty and Disclaimer:

    1. General: Clicrite is consulting with Client and analyzing Client’s computer system and making recommendations based upon its monitoring and inspection of Client’s system that is limited in scope. Clicrite warrants that services provided will be of good, workerlike quality, performed with the requisite skill necessary. Clicrite does not warrant that as a result of monitoring or limited inspection, they will identify all of the potential problems or issues with Client’s system, nor do they warrant that their recommendation will remedy all problems or issues that Client may encounter.

    2. Equipment: All equipment is provided “as is,” and the only warranty provided is any manufacturer warranty available to Client. Any services Clicrite provides to Client in assisting with warranty claims will be billed as consulting work.


    4. Client's sole and exclusive remedy for claims against Clicrite in anyway relating to Clicrite's services hereunder shall be the correction by Clicrite of any material defects or deficiencies therein or, in Clicrite’s discretion, the refund of fees to the extent agreed upon. Client must notify Clicrite in writing of any defects or deficiencies within 10 days after the completion of that portion of Clicrite's Work. In the absence of any such notice, Clicrite's Work shall be deemed satisfactory to and accepted by Client. This paragraph d. relates only toservices, but not to equipment claims, which are subject to the exclusive remedy of referral to any manufacturer warranty.

  12. Limitation of Liability: In no event shall Clicrite be liable for any lossof profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to Clicrite's Work, whether in contract, tort, or otherwise, even if Client has been advised of the possibility of such loss or damages. Client further agrees that the total liability of Clicrite for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Clicrite, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid by Client to Clicrite for Clicrite's Work during the 30 day period preceding the date the claim arises.

  13. Indemnification: Client shall indemnify and hold Clicrite harmless from and against any claims by third parties, including all costs, expenses and attorneys' fees incurred by Clicrite therein, arising out of or relating tothis Agreement or any act of Client.

  14. Confidential Information: Each party recognizes and acknowledges thatboth parties have and will have access to confidential and proprietary Information of the other which will constitute valuable, special, and uniqueassets. The term "Confidential Information" shall mean the following information: i) The methods and processes with which each party does business, including, but not exclusively, forms, procedures (written or practiced), technologies used ii) The contacts and connections each partyutilizes to conduct business iii) Anything that is not readily made public.

  15. Non-Disclosure: Each party covenants and agrees that it shall have the affirmative obligation to: (i) hold the Confidential Information in its strictestof confidence; (ii) not use the Confidential Information for any personal gainor detrimentally to the other; (iii) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure; (iv) not disclose the fact that theConfidential Information has been made available, that discussions or negotiations are taking place or have taken place or any of the terms, conditions or other facts with respect to the transaction; and (v) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such ConfidentialInformation becomes publicly available other than because of the breach by the receiving party of his confidentiality obligations hereunder. This Section shall survive and continue after any expiration or termination of this Agreement and shall bind each receiving party, its agents, representatives, successors, heirs and assigns.

  16. Notices: Any notices, bills, invoices, or reports required by this Agreementshall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by email before or duringreceiving party’s regular business hours; or (b) on the third business day following deposit in the United States mail, registered, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.

  17. Governing Law: This Agreement shall be governed by the laws of theState of New Jersey, without regard to any conflict of law principles. If any proceeding is brought in court, it must be exclusively in the courtslocated in Ocean County, NJ.

  18. Entire Agreement: This Agreement constitutes the sole agreement between Client and Clicrite regarding allitems included in this Agreement and overrides any prior verbal or written agreement pertaining to the same subject matter.

  19. Non-Solicitation: During the Term of this Agreement and for one (1) year thereafter, Clicrite and Client mutually agree not to solicit for employment each other’s employees. It is further agreed that if Clicrite or the Client does hire an employee, contractor or representative of the other party either directly or indirectly, that the offender will pay the other party as liquidated damages the sum of $50,000, which amount the parties agree is fair and reasonable under the circumstances, since damages are difficult to adequately determine. Neither party will, either during the engagement or for a period of one (1) year thereafter, either directly or indirectly, for himself or any third party, solicit or aid anyone in the solicitation of any Client of either party to change its account to any competitor of the other party. Because of the difficulty in determining the magnitude of damages or potential damages to either party in the event of successful solicitation of an existing Client of the other party, the offending party will pay as liquidated damages for each Client that is induced to change its account because of solicitations in violation of this Agreement, or because the offending party provided information to a competitor and the competitor utilized that information in the solicitation of the offended party’s business, the sum of previous six calendar months labor dollars (the amount billed to the Client for services rendered) plus the gross profit on equipment sold to the Client in the previous six calendar month.

  20. Miscellaneous: This Agreement shall be binding and inure to the benefit of Clicrite and its successors and assignees and binding upon Client and its successors and permitted assignees. This Agreement may not be modified except by a written instrument signed by all parties. If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be severed or reformed to the extent necessary to be enforceable, and the remaining provisions hereof shall remain in full force and effect. No delay or omission by either party in the exercise or enforcement hereof shall constitute a waiver of such power or right. It is understood by the parties that Clicrite is an independent contractor and not an employee of Client. Client will not provide fringe benefits, including but not limited to health insurance, paid vacation, paid leave, bonuses, or any other employee benefit, for the benefit of Clicrite or Clicrite employees. Clicrite’s obligations under this Agreement may be assigned or transferred to any other firm or corporation without the prior written email consent to Client. This assignment right only applies to persons, firms, or corporations that acquire Clicrite in a purchase, “buyout”, asset purchase, or corporate restructure arrangement. The assignee of Clicrite will be held by all provisions of this Agreement separately and together. No party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane, pandemic or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, power surge, or interruption or failure of electricity, Internet or telephone service. Both parties acknowledge that the breach of any of the confidentiality provisions or other agreements set forth in this Agreement would give rise to irreparable injury to disclosing/non-defaulting party, which injury would be inadequately compensable in money damages. Therefore, the injured party may seek and obtain a restraining order or injunction prohibiting the breach or threatened breach of any provision, requirement or covenant of this Agreement in addition to any other legal remedies that may be available. Such injunctive relief may be pursued without the requirement of the posting of a bond therefor. Exhibits or schedules referred to in this Agreement are incorporated into and made a part of this Agreement to the same extent as if set forth in full in the body of this Agreement. The provisions in this document which by their nature are intended to survive shall survive the expiration or termination of this Agreement.

  21. CLIENT OBLIGATIONS. For Clicrite to effectively fulfill its obligations, Client agrees to:

    1.  Provide reasonable access to physical site as needed, provide all passwords and codes to software and hardware systems, provide access/authorization/etc. to any vendors providing software, hardware, or services to Client and with whom clicrite needs to communicate with on behalf of Client.

    2. Maintain adequate Internet both in terms of speed and quality for remote access and online backups to be performed successfully.

    3. Client understands and agrees that for some types of problems to be successfully resolved, clicrite will have to schedule time with staff reporting issues to work with them to test and verify resolutions. Clicrite agrees to keep intrusions to a minimum, and work with staff to schedule at mutually convenient times.

    4. In the event that Client requires additions to or modifications of existing equipment or an existing network, either local area or wide area, clicrite reserves the right to inspect said equipment or network. If said equipment or network does not meet Clicrite’s recommended standards of performance or practices, clicrite shall inform Client of identified deficiencies. Clicrite shall then make recommendations in writing necessary to bring said deficiencies up to Clicrite’s recommended standards of performance or practices. In any event, clicrite shall not be held responsible or liable for guarantees of prices, performance, or time frames resulting from such existing deficiencies.

  22. PRICING, SPECIFICATION AND AVAILABILITY: Prices, specifications, and availability of services are subject to change without notice. Due to the volatile nature of the technology market, descriptions may not reflect current technical information. Clicrite may change its pricing, service description, or specification prior to delivery due to changing market conditions, service discontinuation, unavailability, or typographical errors.

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