Fresno, CA
415-689-5015

Master Services Agreement

ConnectWise Consulting | Accounting | Marketing

Sierra Pacific Consulting, Inc. (SPC) agrees to provide Consulting services to Clients.

Delays/Missed Appointments

SPC is only able to perform its duties when Clients and SPC engage in regularly scheduled meetings. Client acknowledges that missed appointments will delay many aspects of our role. You will be provided with twelve meeting times and dates. It is critical that these are adhered to or cancelled in a timely fashion for rescheduling.

Non-payment

If Client’s obligation to SPC is not promptly paid when due, or if Client breaches any provision hereof, Client shall be in default hereunder and all unpaid installments shall become immediately due and payable. Upon Clients default, SPC shall have the rights and remedies of a secured party under the Uniform Commercial Code and any other laws, including the right to any delinquent payments for which Client agrees to remain fully liable. An expressed Mechanic?s Lien will be applied for all unpaid services. Without prejudice to SPC?s remedies hereunder, SPC shall be entitled to interest at the rate of 1.5% per month or at the maximum rate permitted by the law, whichever is lower, from the first day of the calendar month for which due until paid.

Travel Expenses

In the event that, in addition to fees for professional services, SPC will also be reimbursed for travel and related expenses, such reimbursement shall be made in accordance with the following:

  1. Meals and Incidental Expenses. Client shall reimburse vendor for actual lodging, meals and incidental expenses incurred which are ordinary and necessary to accomplish the business purposes this agreement.
  2. Mileage and Transportation Expenses. Client shall reimburse vendor for transportation costs other than for local transportation less than $75. Client shall reimburse vendor for fares, car rental (compact), private car mileage (50 cents per mile), parking fees, tolls, etc., providing the most economical mode of transportation and the most usually traveled route are utilized. Client shall reimburse vendor for air travel, providing it is by commercial airline coach class, or intermediate, one class or similar reduced fare accommodations. The use of first class, premium, or higher cost services is not authorized under this agreement, unless approved in advance by Client. Any such authorization for the use of higher cost services as identified above must be obtained prior to the incident of travel.
  3. Lodging Expenses. Client will pay the cost of single-occupancy lodging in conveniently located moderate range hotel for the actual nights occupied during the course of business travel.

Confidentiality

Confidential Information means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances, which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

Non-use and Non-disclosure

Each party shall not use the Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Neither party shall disclose any Confidential Information of the other party to third parties. If any party makes copies of the Confidential Information of the other party, such copies shall also constitute Confidential Information and any and all confidential markings on such documents shall be maintained. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

Maintenance of Confidentiality

Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware. Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.

No Obligation

Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

Guaranty

No services or performance guarantees are included in any product price. All services are performed on a best effort basis. SPC shall not be held responsible or liable for guarantees of prices, performance, or time frames resulting from such existing network or equipment deficiencies. SPC shall not be liable for any damages caused by our services or other performance under the agreement. The sole and exclusive remedy for any breach of warranty, express or implied, including services furnished under this agreement and all other performance by SPC under or pursuant to this contract shall be limited to the re-performance of any service provided by SPC and shall in no event include any incidental or consequential damages. SPC shall provide business liability insurance naming [QuoteToCustomer.AccountName].

Return of Materials

All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party’s written request.

No License

Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.

Remedies

Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this Section 11 will be null and void. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. The invalidity or unenforceability of any provision of this Agreement, or any of its terms or provisions, will not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect. A failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any notices required to be given under this agreement shall be deemed given upon the earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by messenger or express service, to the addresses stated on the first page, or to such other address as the either party may specify to the other in writing form time to time.