Term of Agreement
This Agreement shall remain in force for a period of Twelve (12) months from the date of contract execution. Thereafter this Agreement automatically renews for successive twelve (12) month terms unless either party gives the other ninety (90) days prior written notice of its intent to not renew this Agreement.
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This Agreement may be terminated by either Party upon ninety (90) days written notice.
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If either Party terminates this Agreement, CONTRACTOR will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay the hourly rate of rendering such assistance
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Limitations of Technology
The Client acknowledges that technologies are not universally compatible, and that there may be services or devices that CONTRACTOR may be unable to monitor, manage, or patch. CONTRACTOR agrees to inform Client when such situation exists. Client agrees to correct situation if applicable, and to hold CONTRACTOR harmless in any case.
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Because there are risks associated with applying and failing to apply patches, CONTRACTOR constantly reviews and updates our best practices based on the relative threats to patch delivery timing. Every effort is made to balance the reduction of vulnerabilities with the slight destabilization risk associated with applying new patches to otherwise stable systems. Patch definitions and antivirus definitions are
distributed by their respective software vendors, and as such, CONTRACTOR has no direct control over the effectiveness or lack thereof of the software being applied. CONTRACTOR shall not be held responsible for interruptions in service due to patches released by software vendors.
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Force Majeure & Malicious Acts
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This agreement is designed to cover the support needs of the Client during normal operating conditions. CONTRACTOR shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions and/or any other cause beyond the reasonable control of either party. Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God and/or any other cause beyond the reasonable control of either party fall outside the terms of this agreement.
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Confidentiality
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Neither party shall disclose any propriety or confidential information obtained from the other unless so directed by a court of law or government authority. Client agrees not to disclose rates, terms, or any information regarding this Agreement without the prior written consent of CONTRACTOR. For promotional purposes, CONTRACTOR shall have the right to disclose to others the identity of its clients.
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Non-Solicitation and Non-Hire
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Both CONTRACTOR and Client agree not to solicit, hire, or otherwise employ or engage in any manner whatsoever, directly or indirectly, during the term of this Agreement and for a period of one year thereafter, any I.T. professional who is or was the other party’s employee or subcontractor, without the express written consent of the other party.
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Contractor Status
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The relationship of CONTRACTOR to Client is that of an independent contractor and not that of an agent or employee of the Client. It is expressly understood and agreed by the parties that the Client shall not have, nor exercise, any control or direction over the manner or methods by which
CONTRACTOR provides services other than the right to require that the performance of such services be in accordance