MASTER SERVICES AGREEMENT

Sierra Pacific Consulting, Inc., a California corporation (SPC), agrees to provide Consulting Services (as defined in the Quotation) for Client, and Client hereby engages SPC to perform the Consulting Services, subject to the terms and conditions set forth in this Master Services Agreement. This Master Services Agreement and the Quotation executed by SPC and Client shall be referred to collectively as the “Agreement.”

MASTER SERVICES AGREEMENT

Sierra Pacific Consulting, Inc., a California corporation (SPC), agrees to provide Consulting Services (as defined in the Quotation) for Client, and Client hereby engages SPC to perform the Consulting Services, subject to the terms and conditions set forth in this Master Services Agreement. This Master Services Agreement and the Quotation executed by SPC and Client shall be referred to collectively as the “Agreement.”

Delays/Missed Appointments

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

Fees

            SPC will provide the Consulting Services for the fees set forth in the Quotation. Client agrees to pay for the Consulting Services in accordance with the payment schedule set forth in the Quotation. Payments not received by their due date will incur an additional finance charge of one and one-half percent (1.5%) per month of the amount due. Without prejudice to SPC’s rights to other remedies, SPC reserves the right to stop work in the event that Client does not make a timely payment within three (3) days after written notice from SPC that the same is late. Client expressly agrees to this provision and acknowledges that any stoppage of work as stated herein shall not be a default under the Agreement. Client accepts and agrees that any and all timeframes agreed to by SPC and the Client will be suspended so long as a work stoppage is in effect and all deadlines will be extended by the amount of days of a work stoppage. Client also agrees to reimburse SPC any expense incurred by SPC in connection with recovery of any payment not received by the date due.

Term Cancellation

If the Client wishes to cancel the Consulting Services prior to the end of the term (as set forth in Quotation), a 30 day written notice is required. Additionally, an early termination fee, in an amount equal to 50% of the remainder of the amount owed under the Agreement or a single month of Consulting Services, whichever is greater, shall be paid by Client to SPC on the termination date.

Events of Default; Remedies

A.        The following events shall constitute events of default by Client under the Agreement (hereinafter, each an “Event of Default”):

i.          Client’s failure to make any payment on the date owed;

ii.         Client’s breach or failure to comply with any agreement, covenant, condition, representation, requirement or provision of the Agreement;

iii.        Client’s inability to pay its debts generally as they come due; orcan

iv.        Client is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations.

 B.       Upon the occurrence of an Event of Default, all unpaid installments shall become immediately due and payable.

Travel Expenses

SPC shall be reimbursed for travel and related expenses as follows:

• Meals and Incidental Expenses. Client shall reimburse SPC for actual lodging, meals and incidental expenses incurred which are ordinary and necessary to accomplish the Consulting Services.
  1. Mileage and Transportation Expenses. Client shall reimburse SPC for transportation costs other than for local transportation less than $75. Client shall reimburse SPC for fares, car rental (compact), private car mileage (50 cents per mile), parking fees, tolls, etc., provided the most economical mode of transportation and the most usually traveled route are utilized. Client shall also reimburse SPC for air travel, provided 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 the 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.
  1. 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 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

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 Warranty

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

LIMITATION OF LIABILITY

No services or performance guarantees are included in the fees set forth in the Quotation. 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 Client’s existing network or equipment deficiencies. The sole and exclusive remedy for any breach of any provision of the Agreement and all other performance by SPC under or pursuant to the Agreement shall be limited to the re-performance of any service provided by SPC and shall in no event include any incidental or consequential damages.

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.

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 13 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. In any action relating to or arising out of the Agreement, each party irrevocably consents to the personal and exclusive jurisdiction and venue of the California state courts of Madera County (or, in the case of exclusive federal jurisdiction, the United States District Court for the Eastern District of California (Fresno)). This Masters Services Agreement and the Quotation contain 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 the Agreement, or any of its terms or provisions, will not affect the validity of the Agreement as a whole, which will at all times remain in full force and effect. A failure to enforce any provision of the Agreement will not constitute a waiver thereof or of any other provision. The 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 of the Quotation, or to such other address as the either party may specify to the other in writing form time to time.

Sierra Pacific Consulting

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