Master Services Agreement
Generation IX Technologies, Inc. (“Generation IX”) agrees to provide (“Client”) with Information Technology Services (“IT Services”) related to computer support; systems & network design, architecture, integration, upgrades, and support. The IT Services defined for the Client will collectively be covered by this Master Services Agreement (“MSA”). Client agrees to compensate Generation IX for all IT Services performed as part of this MSA.
IT Services include work performed by consulting personnel or other employees or subcontractors of Generation IX for the Client at the Client’s site or sites, off-site work at Generation IX’s office or other locations, work performed via remote access technologies, electronic mail, telephone and other communication media, and other means of providing IT Services to Client. Generation IX shall be responsible for causing any third parties hired by Generation IX to provide services in accordance with the service levels and other terms and conditions of this Agreement.
Travel and Expenses
Generation IX may, at its discretion, charge customer for travel and shipping/mailing expenses related to IT Services for the Client. These expenses may include mileage charges, out of pocket third party costs without markup, as well as hourly travel charges to compensate for time spent traveling on behalf of Client. Travel and shipping/mailing expenses will be presented to the Client in writing prior to being incurred, but at the reasonable discretion of Generation IX may also be incurred and discussed with the Client after being incurred.
Service Rates
Generation IX will charge the Client for consulting time spent on IT Services according to the rates included in each specific written agreement or Statement of Work (“SOW). Except for emergency situations, a specific IT Services agreement and/or SOW will be presented and pre-approved by the Client before Generation IX performs any work.
To the extent not covered by an existing and fully executed IT Services agreement or SOW, Generation IX will charge the Client for consulting time spent on IT Services according to the hourly service rates “(Rates”) listed in the Service Rates Agreement (“Rates Agreement”).
These Rates are subject to change. Generation IX may, from time to time, and at its discretion, change Rates with 60-day written notice to the Client.
Service Bundles & Supplementary Services
Generation IX frequently sets up specific projects with clients that define the scope and cost of each specific IT Services Project (“Project”). These arrangements are typically referred to by Generation IX as a “Project Agreement”. Any such Project Agreement will be defined separately from this MSA, and Generation IX will provide Client with a written quote for such Project services.
Generation IX frequently sets up periodic service agreements with clients which define specific bundles of IT Services to be provided to the Client at a specific periodic cost. These arrangements are typically referred to by Generation IX as a “IT Support Agreement”. Any such IT Support Agreement will be defined separately from this MSA, and Generation IX will provide Client with a written quote for such IT Support services.
Generation IX frequently sets up centralized system monitoring of Client’s technology systems using deployed software agents and Generation IX’s monitoring platform. The monitored systems often include the following: Workstations, Laptops, Servers, Internet/LAN/WLAN/WAN Connectivity Equipment, etc. The Generation IX monitoring platform, and deployed software agents, provides for centralized monitoring, alerting and reporting on the availability and configuration of a Client’s systems.
Unless explicitly stated in a supplemental agreement, all terms in this MSA apply to any additional agreements between Client and Generation IX.
Terms and Condition of Payment
Generation IX will invoice Client at least monthly for IT Services rendered. All invoices are due within 30 days of receipt. Generation IX may, at its discretion, invoice more frequently for hardware and software sales.
Generation IX may, at its discretion, require client to provide a deposit or retainer on hardware purchases, software purchases or consulting services. Client also agrees to pay up to 30% cancellation/restocking fee on all cancelled hardware or software orders Generation IX has already placed, and understands there are no refunds, exchanges or credits on any hardware or software after delivery has been made to Generation IX or Client.
Balances over 60 days past due will be assessed a 1.5% finance charge per month. Generation IX reserves the right to refuse any of Generation IX’s IT Services or delivery of purchased hardware/software to Client if Client has an outstanding balance over 60 days past due. Generation IX will issue a suspension notice to Client in writing five days prior to any such suspension of IT Services.
Due to rising costs in workforce, inflation, and other operational expenses, Generation IX may need to adjust our rates to continue providing the high-quality service you expect.
Confidentiality
Generation IX and Client mutually agree not to disclose confidential or proprietary information that has been identified as such by either party.
Hardware and Software Sales
Generation IX may from time to time provide Client with hardware and software acquisition services. The costs for such products will be provided to the Client for pre-approval in a written quote. The terms for each sale will be determined on a case-by-case basis and will be indicated on the quote. Hardware/software purchases will often be billed to the client on an as-incurred basis.
Non-Solicitation
Client agrees not to directly, or indirectly via a third party, solicit, recruit, hire or subcontract any consulting personnel or other employees or subcontractors of Generation IX that provide services directly to Generation IX clients from the time [Company.Name] and Generation IX are introduced until two years after the last date Generation IX IT Services have been provided to Client.
In the event of breach of this non-solicitation provision by Client, Generation IX will charge the Client a recruiting fee of $30,000 or 20% of the hired person’s annualized compensation, whichever is higher, which will be immediately due and payable. This fee covers the recruiting, hiring and training costs for a replacement for the consulting staff member or other employee that has been hired away from Generation IX.
Warranty
In no event shall either party be responsible for any special or consequential damages or lost profits even if informed of same occurring out of or in connection with the delivery, use or performance of IT Services or purchased hardware/software provided under this MSA.
There are a number of items beyond Generation IX’s control which can affect delivery of IT Services and performance of technology systems, including but not limited to: hardware problems, personnel changes, equipment failures, acts of God, normal debugging, on-going training, other software package bugs, package upgrades or mutually agreed upon changes. These are normal and customary in hardware and software support, consultation and IT Services.
Notwithstanding, all Generation IX invoices and outstanding balances that are contained herein are due and payable as received. Non-payment will be deemed cause for suspension of Generation IX IT Services with no fault or liability to Generation IX.