WebbStarr TEC Technologies,
Inc.
And
<«Company»Customer>
This Agreement made and
entered into this 1st <date>day
of July 2002, by and between «Company»<Customer>, hereinafter referred to as the
Boardthe
Customer and WebbStarr TEC Technologies,
Inc., hereinafter referred to as the Contractor.
Whereas, the
Boardthe
Customer has a need for and desires to support computer programs of the
Boardthe
Customer’s, specifically:
For
the purposes of this Agreement, the following definitions shall apply to the
respective capitalized terms:
1.1 “Program.” The computer
software programs operating under the trademark name of T.E.C., including any
extracts from such software, derivative works of such software, collective
works constituting such software (such as subsequent Releases), and
documentation to the extent offered to Board under this Agreement.
1.2 “Agreement Term.” A period of
twelve (12) months, commencing on July 1, 2002<date>.
1.3 “Error.” Any failure of the Program to conform
in all material respects to the functional specifications for the program
published from time to time by Contractor.
However, any nonconformity resulting from Board’s misuse or improper use
of the Program or combining or merging the Program with any hardware or
software not authorized to be so combined or merged by the contractor, shall
not be considered an Error.
1.4 “Error Correction.” Either a software
modification or addition that, when made or added to the program, established
material conformity of the Program to the functional specifications, or a
procedure or routine that, when observed in the regular operation of the
Program, eliminates the practical adverse effect on Board of such
nonconformity.
1.5 “Enhancement.” Any
modification or addition that, when made or added to the Program, materially
changes its utility, efficiency, functional capability, or application, but
does not constitute solely an Error correction. Contractor may designate enhancements as minor or major,
depending on contractor’s assessment of their value and of the function added
to the preexisting Program.
1.6 “Normal Working Hours.”
The
hours between 89:30 00 a.m. and 56:00 p.m. (Eastern Time Zone)
on the days Monday through Friday, excluding regularly scheduled holidays of
Contractor. (Optional 24/7 support available for additional fee.)
1.7 “Releases.” New versions of the program, which new versions
may include both Error Corrections and Enhancements.
Now, Therefore, for and in consideration of the
premises and mutual covenants hereinafter, it is agreed as follows:
During
the Agreement Term, Contractor shall be responsible for using all reasonable
diligence in correcting verifiable and reproducible Errors in the program when
reported to the Contractor. In an
effort to preserve the continuity of the programs, the Contractor will not be
responsible for correcting Errors in any version of the programs other than the
most recent Releases of these programs.
The BoardThe Customer
will be given a 90 180 - day grace period to allow time to
acquire the latest version of the program.
Contractor
agrees to provide support services on site, by telephone and/or computer
telecommunications during Normal Working Hours for the duration of this
agreement.
Contractor
agrees that they will not come on site unless approved by a Micro ManagerThe Customer.
Contractor
agrees to notify Micro Manager
that someone else has called him and services will be billed for. Contractor will not invoice the
Boardthe
Customer for any expenses beyond annual support unless agreed to by both
parties prior to their inception.
ARTICLE III: The
BoardThe
Customer Agrees:
To
reimburse Contractor for services provided to the Boardthe Customer
when Contractor properly submits invoice(s) to the Boardthe Customer.
ARTICLE
IV: FEES AND CHARGES
Customer
shall pay the Contractor its fees and charges based on the rate schedule set
forth in Exhibit A. The maximum support
reimbursement to the Contractor by the Boardthe Customer
for the duration of this contract will be <Fee>.
The
maximum reimbursement to the Contractor by the Boardthe Customer
during the term of this agreement for on-site services will not exceed $125.00
per hour and $120.00 per day for room and meals. Mileage will be billed separately at a rate of $.36 per mile. (See Exhibit “A”A for Rates and
Charges Schedule)
Contractor
shall bill the Boardthe Customer
annually for support and as incurred for expenses. Invoices shall be payable upon receipt. Contractor will not invoice the Boardthe Customer
for any expenses beyond annual support unless agreed to by both parties prior
to their inception. Billing rates will
be re-negotiated at the end of this agreement period.
No
modification or alteration of this agreement will be valid or effective unless
such modification is made in writing, signed by both parties and is affixed to
this Agreement as an amendment.
This
agreement is effective July 1, 2002<date>
and will terminate on June 30, 2003<date>. Agreement may be re-negotiated at this
that
time.
Either
party may cancel this agreement by giving the other party at least 30 days
notice, by certified mail, of its intentions.
If termination is effective under this article, payment to the
Contractor by the Boardthe Customer
will be made based on the numbers of work hours and expenses Contractor has
invoiced the Boardthe Customer.
Agreed
to and signed this 1st day of July, 2002<date>.
BOARDCustomer:
____________________________________________
The
Board
CONTRACTOR:
_____________________________________________
“EXHIBIT A”
Rate and
Charges Schedule
Mileage $.36/Mile
Travel
Per Diem $120.00/Day
Other
Travel Expenses As
Incurred
Extended
Support (Non-Error Correction) $125.00/Hour
Training $500.00/Day
Customizations/Programming $125.00/Hour
Note
that when travel is necessary, Customer agrees to pay extended support for all
time spent in non-error correction services and travel.