THIS GENERAL COMPUTER SERVICES AGREEMENT (the "Agreement") is between
Any client engaged with paying for the CONTRACTOR’S services without a specific executed service agreement addressed to them.
(USA Based Services)
BAS Technologies LLC
7380 W Sand Lake Rd, Ste 500, Orlando, FL, 32819, USA
(Australian Based Services)
BAS Technologies Pty Ltd
202/3 Sir John Overall Drive, Helensvale, QLD 4212, Australia
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide computer services to the Client. The client understands that the Contractor is a multi-national organization and the agreement is bound to the company servicing the Client's region.
- 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:
- The Client hereby agrees to engage the Contractor to provide the Client with the computer services (the "Services") as detailed in Schedule A item 1.
- 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 start date as detailed in Schedule A item 2a and will remain in full force and effect until the end date as detailed in Schedule A item 2b or until terminated as provided in this Agreement.
- In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 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 and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
- 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.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
- The Contractor will charge the Client for the Services as detailed in Schedule A item 3 (the "Compensation").
- Invoices submitted by the Contractor to the Client are due on the due date printed in the invoice or on receipt if no date is displayed.
- In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination. No refunds are offered for services already provided and invoiced.
REIMBURSEMENT OF EXPENSES
- The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
- All expenses must be pre-approved by the Client.
PENALTIES FOR LATE PAYMENT
- Any late payments will trigger a fee of 2.00% per month on the amount still owing.
- Confidential information (the "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 and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- 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 (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
- Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
- The Contractor shall retain all right, title and interest in and to any work, ideas, inventions, discoveries, tools, methodology, computer programs, processes and improvements and any other intellectual property, tangible or intangible, that has been created by Contractor prior to entering into this Contract (“Contractor 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.
- 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 service. 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.
- Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
- Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, equipment, cabling, software, replacement parts, supplies and any other items or parts necessary to deliver the Services in accordance with the Agreement.
- 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.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, or (d) the message timestamp if delivered electronically by email or other electronic messaging system used by both parties for normal communication.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of 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.
- 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.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- This Agreement will be governed by and construed in accordance with the laws of the State of Florida for the USA and international services excluding Australia and Queensland for Australian based services.
- 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.
- 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.
- Services as invoiced which may include:
- Business systems consultancy
- Full software development life cycle (SDLC) support services. The SDLC includes planning, requirements, design, development, testing, deployment and operational maintenance.
- Agreement start date: Payment of invoice or acceptance to start work, whichever is soonest.
- Agreement end date: Ongoing agreement with no end date.
- Services as invoiced which may include:
- The work may be milestone or hourly based as quoted and/or invoiced.