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GENERAL CONSULTING TERMS
   
1. DEFINITIONS
  1.1 Client
    Company entering into this contract.
  1.2 Digital Office Systems
    Any consultant, employee, subcontractor, subsidiary or affiliate performing work under this agreement
  1.3 Work Product
    Any and all work including but not limited to, computer systems, computer hardware, computer networking hardware, computer repairs, networking services, computer software, associated media, printed materials, "online" or electronic documentation, consulting and other related services rendered under this agreement
  1.4 Agreement
    This document
   
2. END-USER LICENSE AGREEMENT
  This Agreement is a legal agreement between Client and Digital Office Systems for all Work Product. Client agrees to be bound by the terms of this Agreement by installing, copying, or otherwise using Work Product. If you do agree, you are not authorized to install, download or otherwise use Work Product.
   
3. COMPENSATION
  3.1 Invoicing
    Digital Office Systems shall submit an invoices to the Client for Work Product. All payments are due within ten days of the invoice date.
    If Client does not pay an invoice with in 30 days Client agrees to pay the balance of the invoice plus 10% of the unpaid balance. A 10% fee will be charge against the unpaid balance every 30 days until the invoice is paid in full.
    Once an account is 45 days or more delinquent your account will be placed on credit hold until your account balance is paid in full. Once your account is in good standing a $500.00 (five hundred dollar) good faith deposit may be required to be applied against any future work.
 
ALL payments are due within 10 day regardless of payment or billing method. Failure to pay an invoice within 10 days is considered a material breach of this agreement.
   
4. PAYMENT RATE
  The Client will be billed by the hour for labor and services. The Client will be billed a fixed price for all materials including computer systems and parts. The Client may be charged a fixed on-site charge for each trip made to Client's location.
  4.1 Block Time or Contract pricing: Client may receive a discount hourly rate by purchasing blocks of time
    Time must be purchased in advance of services
    All outstanding invoices must be paid in full prior to block time purchase
    Time must be purchase in minimum 10 hour blocks
    Digital Office System's will bill Client at the discounted rate for all work performed while the Client maintains a block time balance. Only hourly charges will be applied to the block time balance.
    Once all block time has been exhausted Client will be billed at the standard hourly rate.
   
5. LONG TERM SUPPORT AND CONTRACT PRICING
  For long term support or large projects we may offer a discount off the regular rate. Discount pricing is offered on an individual basis and must be made an addendum to this agreement.
   
6. BILLING RELATIONSHIP
  It is expressly agreed by the parties that this is a task oriented time and material agreement with no performance clauses indicated unless expressly stated otherwise.
 
Price Quotes are guaranteed for seven (7) days from the date denoted on the quote. After quote expires prices are subject to change with out notice.

Other billing arrangements executed under this agreement, such as deliverables-based fixed bids, must be agreed upon prior to start of work, must be executed in writing, and shall become an addendum to this agreement. To receive a fixed bid, provide us with a complete and precise description of deliverables. If you need help developing a complete and precise description of deliverables, contact us.
   
7. SCOPE OF WORK
 

Digital Office Systems shall supply computer system, computer related hardware, computer repairs, networking services, system programming, software development, systems analysis and other computer consulting services as requested by the Client. Digital Office Systems will provide a Work Product that is consistent with generally accepted industry standards.

 
Failure to provide services as outlined above is considered a material breach of this agreement.
   
8. INDEPENDENT CONTRACTOR STATUS
 

Digital Office Systems is an independent contractor with respect to Client, and not an employee of Client.  Client disclaims any right to control the manner of performance by Digital Office Systems. Digital Office Systems has no authority to direct or control the performance of any employee of Client. Digital Office Systems' role will be that of advisor and not of master to any Client employee. Digital Office Systems does not have any title within Client's company and Digital Office Systems is not eligible for benefits, including health insurance benefits, paid vacation, or any other employee benefit within Client's company.

   
9. NON-DISCLOSURE AGREEMENT ("NDA")
  It is agreed that all work done on behalf of the Client is confidential and may contain trade secrets of Client. Digital Office Systems agrees to maintain the confidentiality of all information and material it may receive or otherwise become aware of relating to Client and/or the work it may perform for Client, including but not limited to software development, tools, architectures, and the Client’s business. Digital Office Systems' confidentiality obligation shall survive the completion or termination of this Agreement.
   
10. WARRANTIES AND DEFECTS
  Client understands that this agreement establishes a time and materials billing relationship. Therefore, work performed under this agreement is provided on an "as is" basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance or trade usage. Digital Office Systems does not warrant that the system will meet Client's needs or be free from errors, or that the operation of the hardware or software will be uninterrupted. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the work product.

Digital Office Systems agrees to fix defects after delivery of work product on a time and material basis under this agreement.
   
11. DISPUTES
  Any action based on this Agreement, including disagreement, disputes regarding the terms and conditions, alleged breaches of contract, and remedies under contract, shall be governed by the laws of the State of Louisiana and shall be adjudicated exclusively by a court of competent jurisdiction in Covington, Louisiana.
   
12. ENTIRE AGREEMENT
  This is the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
     
13. WAIVER OF CONTRACTUAL RIGHT AND SURVIVABILITY
  13.1 Enforcement
    The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  13.2 Survivability
    If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
     
14. ADDENDUMS AND MODIFICATIONS
  The Application to open an account with Digital Office System shall become an addendum to this agreement and serve as proof that Client has read and agree to be bound by the terms of this Agreement. No other modification or addendums of this Agreement shall be binding unless signed by both parties.

 

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Last modified: 01/25/10