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Terms of UseAgreement for Consulting Services The following
is the agreement for consulting services entered into between _________________________,
(hereinafter referred to as "Client"), and Axcent Solutions,
Inc. (hereinafter referred to as "Axcent Solutions")
for the sole purpose of retaining Axcent Solutions for a consulting
agreement.
Scope of Engagement
I. Client acknowledges and understands that it is essential there
be continual cooperation and mutual understanding between Client
and Axcent Solutions.
II. Due to the fact that each Client's business is unique, Axcent
Solutions' consulting service is custom designed to support each
client objective, giving consideration to the specific nature of
Client's business and personnel.
III. All matters pertaining to this engagement should be addressed
to the assigned Territory Sales Manager or the Axcent Solutions
employee on-site to ensure the successful development and implementation
of the project.
V. All services provided pursuant to this Agreement shall be during
Regular Business Hours. Regular Business Hours are between the hours
of 8:00 a.m. and 5:30 p.m., Monday through Friday, excluding Axcent
Solutions holidays. Scheduled services provided beyond Regular Business
Hours will be subject to a 50% After Hours Premium.
V. Achievements realized from Axcent Solutions's consulting services
depend upon many factors, including the cooperation of the Client's
staff. Therefore, it is expressly understood and agreed that Axcent
Solutions makes no representations or warranties, either expressly
or implied, with respect to it's consulting services or work done
under this Agreement. Axcent Solutions specifically disclaims all
other warranties, express or implied, including without limitation,
any implied warranties of merchantability or fitness for a particular
purpose. Axcent Solutions shall promptly notify Client if full
cooperation has not been received from Client's staff.
VI. It is expressly understood and agreed that in no event will either
Axcent Solutions or Client be liable for any consequential or incidental
damages, including but not limited to loss of profits, pursuant to
any claim in regard to Axcent Solutions's consulting services or
any work done pursuant to this Agreement.
VII. All network analysis and design work performed by Axcent
Solutions is based upon currently available information pertaining
to Client. Both Axcent Solutions and Client understand that this
design does not predict the future of networking infrastructure,
products or technology. It is a representation of the infrastructure
design that Axcent Solutions and the Client believe best accomplishes
the Client's goal at the time this Agreement is entered, based
on the technology existing at the time.
VIII. It is expressly understood and agreed that Axcent Solutions
will not be liable for any network down time, interruption of business
or any liability due to a failure, of any or all design elements
or any other service Axcent Solutions provides. In providing services
to Client, Axcent Solutions may engage third party industry resources
and personnel from Client as needed at Axcent Solutions' discretion.
X. All parties understand that network infrastructure design and
implementation is not an exact science. All parties understand that
various network hardware and software companies manufacture products
utilized to implement the network infrastructure design. Therefore,
the performance of these products is subject to the sole control
of the manufacturer. Axcent Solutions has made all efforts to partner
with the companies involved to deliver a solution/product that will
not only perform well today, but also lay a solid foundation for
future growth. However, it is expressly understood and agreed that
Axcent Solutions makes no representation or warranty expressed or
implied, written or oral.
Employee Solicitation
I. Client acknowledges and agrees that any Axcent Solutions' employee
who performs services pursuant to this agreement is contractually
restricted from working for clients for a period of two years after
leaving Axcent Solutions's employ. Recognizing this, Client absolutely
and unconditionally agrees not to employ or engage the services,
directly or indirectly, of any person now employed by Axcent Solutions,
for a period of two years from the date of completion of the project.Confidentiality
I. Client acknowledges that Axcent Solutions is engaged in the
business of providing information systems consulting services to
a wide variety of business clients nationwide and that, in the
course of that business, has expended considerable time, effort,
resources and capital in developing the business and in preparing
client list, design and implementation practices, proposals and
quotes for services, technical expertise and business procedures.
II. In the course of providing consulting services to Client,
Axcent Solutions may disclose certain proprietary and confidential
information and documentation owned by Axcent Solutions relating
to its business.
III. Client expressly acknowledges that such information is confidential
and constitutes Axcent Solutions's trade secrets.
IV. Client promises and agrees to not disclose any proprietary
or confidential information to any third party who is not employed
by, or under the direct control of, Client.V. Client agrees that
in the event of a breach of this confidentiality provision, Axcent
Solutions will be entitled, if it so elects, to institute proceedings
at law or in equity to obtain damages or to enforce the specific
performance of this provision or to enjoin Client from engaging
in any activity in violation thereof.
Financial Terms and Policies
I. For services rendered under this Agreement, Client will pay
all invoices in full, within 30 days of presentation. A 50% deposit
is required prior to delivery of the initial order. This deposit
may not be required after the initial order based upon the credit
application of the Client (at Axcent Solutions's sole discretion).
II. Client also understands that Axcent Solutions is not in the
position to finance Client's purchases. Therefore, a finance charge
of 18% per annum will be assessed to Client after 40 days from
invoice.
s and Conditions
Agreement for Consulting Services The following is the agreement
for consulting services entered into between _________________________,
(hereinafter referred to as "Client"), and Axcent Solutions,
Inc. (hereinafter referred to as "Axcent Solutions")
for the sole purpose of retaining Axcent Solutions for a consulting
agreement.
Scope of Engagement
I. Client acknowledges and understands that it is essential there
be continual cooperation and mutual understanding between Client
and Axcent Solutions.
II. Due to the fact that each Client's business is unique, Axcent
Solutions' consulting service is custom designed to support each
client objective, giving consideration to the specific nature of
Client's business and personnel.
III. All matters pertaining to this engagement should be addressed
to the assigned Territory Sales Manager or the Axcent Solutions
employee on-site to ensure the successful development and implementation
of the project.
IV. All services provided pursuant to this Agreement shall be
during Regular Business Hours. Regular Business Hours are between
the hours of 8:00 a.m. and 5:30 p.m., Monday through Friday, excluding
Axcent Solutions holidays. Scheduled services provided beyond Regular
Business Hours will be subject to a 50% After Hours Premium.
V. Achievements realized from Axcent Solutions's consulting services
depend upon many factors, including the cooperation of the Client's
staff. Therefore, it is expressly understood and agreed that Axcent
Solutions makes no representations or warranties, either expressly
or implied, with respect to it's consulting services or work done
under this Agreement. Axcent Solutions specifically disclaims all
other warranties, express or implied, including without limitation,
any implied warranties of merchantability or fitness for a particular
purpose. Axcent Solutions shall promptly notify Client if full
cooperation has not been received from Client's staff.
VI. It is expressly understood and agreed that in no event will
either Axcent Solutions or Client be liable for any consequential
or incidental damages, including but not limited to loss of profits,
pursuant to any claim in regard to Axcent Solutions's consulting
services or any work done pursuant to this Agreement.
VII. All network analysis and design work performed by Axcent
Solutions is based upon currently available information pertaining
to Client. Both Axcent Solutions and Client understand that this
design does not predict the future of networking infrastructure,
products or technology. It is a representation of the infrastructure
design that Axcent Solutions and the Client believe best accomplishes
the Client's goal at the time this Agreement is entered, based
on the technology existing at the time.
VIII. It is expressly understood and agreed that Axcent Solutions
will not be liable for any network down time, interruption of business
or any liability due to a failure, of any or all design elements
or any other service Axcent Solutions provides. In providing services
to Client, Axcent Solutions may engage third party industry resources
and personnel from Client as needed at Axcent Solutions' discretion.
IX. All parties understand that network infrastructure design
and implementation is not an exact science. All parties understand
that various network hardware and software companies manufacture
products utilized to implement the network infrastructure design.
Therefore, the performance of these products is subject to the
sole control of the manufacturer. Axcent Solutions has made all
efforts to partner with the companies involved to deliver a solution/product
that will not only perform well today, but also lay a solid foundation
for future growth. However, it is expressly understood and agreed
that Axcent Solutions makes no representation or warranty expressed
or implied, written or oral.
Employee Solicitation
I. Client acknowledges and agrees that any Axcent Solutions' employee
who performs services pursuant to this agreement is contractually
restricted from working for clients for a period of two years after
leaving Axcent Solutions's employ. Recognizing this, Client absolutely
and unconditionally agrees not to employ or engage the services,
directly or indirectly, of any person now employed by Axcent Solutions,
for a period of two years from the date of completion of the project.
Confidentiality
I. Client acknowledges that Axcent Solutions is engaged in the
business of providing information systems consulting services to
a wide variety of business clients nationwide and that, in the
course of that business, has expended considerable time, effort,
resources and capital in developing the business and in preparing
client list, design and implementation practices, proposals and
quotes for services, technical expertise and business procedures.
II. In the course of providing consulting services to Client,
Axcent Solutions may disclose certain proprietary and confidential
information and documentation owned by Axcent Solutions relating
to its business.
III. Client expressly acknowledges that such information is confidential
and constitutes Axcent Solutions's trade secrets.
IV. Client promises and agrees to not disclose any proprietary
or confidential information to any third party who is not employed
by, or under the direct control of, Client.
V. Client agrees that in the event of a breach of this confidentiality
provision, Axcent Solutions will be entitled, if it so elects,
to institute proceedings at law or in equity to obtain damages
or to enforce the specific performance of this provision or to
enjoin Client from engaging in any activity in violation thereof.
Financial Terms and Policies
I. For services rendered under this Agreement, Client will pay
all invoices in full, within 30 days of presentation. A 50% deposit
is required prior to delivery of the initial order. This deposit
may not be required after the initial order based upon the credit
application of the Client (at Axcent Solutions's sole discretion).
II. Client also understands that Axcent Solutions is not in the
position to finance Client's purchases. Therefore, a finance charge
of 18% per annum will be assessed to Client after 40 days from
invoice.
III. Axcent Solutions allows for purchases to be made via Visa
or MasterCard. Please note that all prices quoted are "cash
prices." Credit card purchases will be increased by 3% over
the quoted "cash price."
IV. Return Merchandise Authorization (RMA) may be granted by Axcent
Solutions if Client desires to return unopened merchandise within
20 days of receipt. A 20% restocking fee will apply.
V. Return Merchandise Authorization (RMA) will be granted for
defective or damaged products that are returned to Axcent Solutions
within 20 days of receipt. Axcent Solutions will waive the restocking
fees for such products.
VI. It is expressly understood and agreed that Axcent Solutions
makes no representation or warranty expressed or implied, written
or oral. Hardware and/or software may be under manufacturer warranty
and would be governed by terms and conditions set forth by the
manufacturer.
VII. This Agreement shall be in all respects interpreted and construed
in accordance with and be governed by the laws of the State of California.
The parties agree that any action at law or in equity relating to
this Agreement shall be brought in Orange County, California, and
the parties consent to and hereby waive any objections to jurisdiction
and venue at this location. If any action at law or in equity is
brought to interpret or enforce the provisions of the Agreement,
the prevailing party shall be entitled to its costs and reasonable
attorney's fees which may be set by the Court in the same action
or in a separate action brought for that purpose, in addition to
any other relief to which that party may be entitled.
VIII. Client acknowledges that he has read this Agreement and
understands it and agrees to be bound by the terms and conditions.
Further, Client agrees that is the complete and exclusive statement
of the Agreement between the parties which supercedes all proposals
or prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of the Agreement.
It is also understood and agreed that the terms of this Agreement
may be modified only by a subsequent written agreement between
Client and Axcent Solutions or an amended written supplement signed
by both Client and Axcent Solutions.IX. Axcent Solutions shall not
be liable for any delay in performance under this Agreement caused
by any cause beyond it's reasonable control.
X. The Client may not assign its rights, duties or obligations
under this Agreement, without the prior written consent of Axcent
Solutions, to any person or entity, in whole or in part. |
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