Contract | Tech IT Out With Ron, LLC.

Computer Services Agreement

COMPUTER SERVICES AGREEMENT

THIS COMPUTER SERVICES AGREEMENT (the "Agreement") is dated (selected below) between (the “Client”) and

Tech IT Out With Ron, LLC.
107 Beagle Road
Mill Hall, Pa 17751
(the “Contractor”)

BACKGROUND
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide computer services to the Client.
The Contractor is agreeable to providing such computer services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED
Services described in Schedule A attached hereto and incorporated herein by reference.
The Services will also include any other computer tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect for (term selected below).
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days' written notice to the other Party.
In the event that either Party breaches a material provision under this Agreement, the non- defaulting Party may terminate this Agreement immediately upon written notice to the other Party. The defaulting Party shall indemnify the non-defaulting Party for all damages caused by the defaulting Party’s breach of this Agreement.
This Agreement may be terminated at any time by mutual agreement of the Parties.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

COMPENSATION
The Contractor will invoice the Client for the recurring Services selected from Schedule A at the rate and frequency defined by Schedule A.
The Client will be invoiced every month that billable On-Site or Remote Service is performed.
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

INTEREST ON LATE PAYMENTS
Interest payable on any overdue amounts under this Agreement is charged at a rate of 25.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

CONFIDENTIALITY
Confidential information refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records not generally known in the industry of the Client where the release of that data or information relating to the business of the Client could reasonably be expected to cause harm to the Client (the "Confidential Information").
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY
Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT CONTRACTOR
In providing the Services under this Agreement, it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for services. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

RIGHT OF SUBSTITUTION
Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor:
the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

NO EXCLUSIVITY
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: (Client's address entered below)
Tech IT Out With Ron, LLC.
107 Beagle Rd
Mill Hall, Pa 17751
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) seven days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

LIMITATION OF LIABILITY
Client agrees that to the fullest extent permitted by law, the total liability of Contractor, its owners, and its employees to the Client or anyone claiming through the Client, for any and all claims, cost, losses, or damages arising out of, n connection with, or in any way related to this Agreement from any cause any cause of action including, but not limited to, negligence, error, omission, breach of contract, breach of warranty, or strict liability shall not exceed the total the total compensation paid by Client to Contractor under this Agreement.

MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT
Except as permitted by paragraphs 20 and 21 of this Agreement, the Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW AND VENUE
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any action or claim arising out of or related to this Agreement shall be commenced only in the Court of Common Pleas of Clinton County, Pennsylvania, said court being the exclusive venue for any such claim.

SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

PRE-PAID CONTRACT HOURS
Pre-paid contract hours shall be applicable from Monday to Friday, inclusive, commencing at 7 a.m. and concluding at 7 p.m., unless otherwise explicitly agreed upon by both parties in writing. Weekend and Evening service hours are not encompassed within the scope of pre-paid contracts, except when explicitly pre-arranged, and shall be subject to billing at the Weekend and Evening Hourly Rates. Please be advised that Emergency services are categorically excluded from pre-paid contracts and shall be subject to separate billing at the Emergency Hourly rate.

EXPIRY OF UNUSED PRE-PAID CONTRACT HOURS
Unused pre-paid contract hours shall lapse and become void upon the expiration of the contract term.

PRE-PAID HOUR TRACKING AND REPORTING
Contractor shall record and monitor the hours expended in the provision of services, with the option for clients to request monthly reports.
Charges will be calculated in quarter-hour increments, and carry a minimum half-hour charge.

LIMITATIONS OF PRE-PAID CONTRACTS
It is imperative to recognize that pre-paid contracts are expressly designed and intended for the provision of break-fix services and do not encompass additional packages, services, or warranties.

PRE-PAID CONTRACT PAYMENT REQUIREMENT
Client is obliged to remit the full pre-paid contract fees at the time of executing the contract.

RENEWAL OF PRE-PAID CONTRACT HOURS
Client may initiate the renewal of pre-paid contract hours by entering into a new pre-paid contract agreement.

PRE-PAID CONTRACT REFUND POLICY
Refunds shall solely be applicable if the client opts to terminate the pre-paid contract within 15 days of the initial contract signing. In such instances, refunds shall be calculated based on the hours expended, multiplied by the Weekdays Hourly Rate, with no further discounts applied.

Schedule A
Service Offerings 2023/2024

HOURLY RATES
Weekdays (Monday - Friday 7a-7p) $75/hour
Discounts may apply.

Weekend and Evenings (Saturday, Sunday and evenings after 7p) $90/hour
Unless otherwise stated.
Discounts may apply.

Emergency (Anytime) 2 hour response time $100/hour
Only available in Clinton County, Pennsylvania 
Discounts do NOT apply.

SERVICES
Proactive computer maintenance ($15/month*)
RMM - Remote Assistance and hardware monitoring
Cyber Security - Endpoint security solution for comprehensive threat protection.
★ Signup for 6 months or more and receive a 10% discount on hourly rates.

Cybersecurity PLUS $28/month*
Everything included in Proactive computer maintenance plus Cloud Backup
★ Signup for 6 months or more and receive a 12% discount on hourly rates.
Prices vary depending on storage needs.

Break-Fix Services - repairing or resolving technology issues only when problems occur, as opposed to proactive or preventive maintenance. (See hourly rates.)

*Our pricing is structured as per computer per month.

I have read and agree with the Computer Services Agreement. *

YES

Business Name

Name *

Mailing Address *

Physical Address *

Phone *

Email address *

Contract Date *

Number of computers covered by this contract *

Services *

Proactive Computer Maintenance ($15/month per computer)
Cybersecurity PLUS ($28/month per computer)

A la carte Services

RMM ($5/month per computer)
Cloud Backup ($15/month per computer)
EDR ($11/month per computer)

Length of term *

1 Month
6 Months
12 Months

SMS Text Communication *

OPT-IN, I give Tech IT Out With Ron permission to send me SMS Text messages pertaining to appointments and ongoing computer work to my provided mobile number. Message and data rates may apply. Reply STOP to unsubscribe or HELP for help.
OPT-OUT, I do not wish to receive SMS Text messages from Tech IT Out With Ron.

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