Master Service Agreement

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THIS MASTER SERVICE AGREEMENT (the “Agreement”) is made and entered into on __________________________ by and between Eureka Process, LLC, (the “Producer”), of Bryan County, Georgia, and ___________________________ of ______________________________________________________ (the “Client”).

RECITALS

1. Client is engaging in one or more acts of service delivery in technology.
2. Now the Client desires to utilize the services of Producer, in connection with the Project upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Services

This Agreement sets out the way in which each party is to interact with the other for the purpose of conducting business.  Specific services are defined in addendums to this Agreement.  Services not specified in an amendment will be agreed to in some form of writing.

Term

This Agreement is effective on the date written above and shall expire one year after. This agreement automatically renews annually for one (1) year unless cancelled in writing at least one (1) month before renewal.

Independent Contractor

Producer shall provide the Services as an Independent Contractor and Producer shall not act as an employee, agent or broker of the Client. As an independent Contractor, Producer will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. Producer understands that Client will not withhold any amounts for payment of any taxes from Producer’s compensation.

Payment

If not otherwise specified on an invoice or written agreement, payment is due seven (7) days from invoice date (also known as Net 7 Terms) with a late penalty being assessed at 1.5% per month past due.  We currently accept ACH transfer via our invoice system.

Expenses

The Client agrees to reimburse any pre-approved out of pocket expenses incurred by Producer, in connection with the Services, including, but not limited to, travel expenses, food and lodging, etc.

Termination

(a) Either party may terminate this Agreement for convenience by providing one (1) month’s written notice (“Termination Notice”) to the other party.

(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a one (1) month’s notice in writing. Upon receiving such notice, the defaulting party shall have one (1) month from the date of such notice to cure any such default. If the default is not cured within the required one (1) month period, the party providing notice shall have the right to terminate this Agreement.

Assignment

Client shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Producer and any attempt by Client to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect without such consent.

Confidential Information

Each Party recognizes and acknowledges that both Parties have and will have access to confidential and Proprietary Information of the other which will constitute valuable, special, and unique assets. The term “Proprietary Information” shall mean the following information:

• The methods and processes with which each party does business, including, but not exclusively, forms, procedures (written or practiced), technologies used
• The contacts and connections each party utilizes to conduct business
• Anything that is not readily made public.

Non-Disclosure

Each Party covenants and agrees that it shall have the affirmative obligation to:

(i) hold the Confidential Information in its strictest of confidence;

(ii) not use the Confidential Information for any personal gain or detrimentally to the other;

(iii) take all steps necessary to protect the Confidential Information from disclosure and to implement internal procedures to guard against such disclosure;

(iv) not disclose the fact that the Confidential Information has been made available, that discussions or negotiations are taking place or have taken place or any of the terms, conditions or other facts with respect to the transaction; and

(v) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such Confidential Information becomes publicly available other than because of the breach by the Receiving Party of his confidentiality obligations hereunder.

This Section shall survive and continue after any expiration or termination of this Agreement and shall bind Receiving Party, its agents, representatives, successors, heirs and assigns.

Non-Solicitation

Both parties covenant and agree that, for a period of two years, neither shall, without the prior written consent of the other, directly or indirectly, whether for its own account or on behalf of any person, firm, corporation, partnership, association or other entity or enterprise, solicit, recruit, hire or cause to be hired any employees of the other party or any of its affiliates, or any person who was an employee of the Company during the effect of this Agreement.

Governing Law

This Agreement is to be construed in accordance with and governed by the internal laws of the State of Georgia, USA in Bryan County (where county jurisdiction matters).

Dispute Resolution

All disputes under this Agreement shall be settled by arbitration in Bryan County before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.

This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.

Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO CASTING DIRECTOR DURING THE ONE MONTH(S) PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY PRODUCER.

Indemnification

Each party shall, at its own expense, indemnify and hold harmless, and at the other party’s request defend such party and its affiliates, subsidiaries, successors and assigned officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents;

Entire Agreement; Amendment

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.

Waiver

The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

Ownership

Unless agreed to in writing, Producer has no ownership claim or rights to any deliverables from the works authorized. This intellectual property remains wholly with Client’s.

Captions

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.

Notices

Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by email before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.

Business Hours

Producer observes company holidays including an extended holiday period, and other holiday’s that may be announced from time to time. Client may reschedule, meet without Producer, or skip any recurring scheduled meetings at Client’s choice, except for our extended Holiday period, where one recurring meeting may be skipped at Producer’s choice. Our current holiday schedule is:

• Extended Holiday Period December 24^th-January 1^st
• Patrick’s Day (A Savannah, Georgia Tradition)
• American Memorial Day
• American Independence Day
• American Labor Day
• American Thanksgiving Day
• Friday After American Thanksgiving

We do not maintain or promise regular office hours, but are generally available and working 8am-5pm EST.

Client Responsibility

Client is ultimately responsible for their process and technical environments. Producer will use any granted access to assess available data and execute duties, but Client may need to provide other information as requested. Client is also responsible for timely approval of proposed changes and granting access to Client’s infrastructure if such access is desired by Client and Producer.

Credits

Provided Producer renders all services contracted hereunder, producer has the right to list Client as a reference. Further, Producer maintains all the rights to its work, but Client has all rights to its customized process.

Scope of Work

This Master Service Agreement does not cover any specific type of work, but all general work where Service Addendum (SA) is not agreed to prior to service being performed. It is customary that an SA, or SAs, be added to this agreement specifying more precise details of services to be rendered and for what consideration. If no SA is agreed to, our standard hourly rate is $195 per hour, billed in quarter hour increments.

Services Addendum

 This Service Addendum is to become attached to, and a part of a previously executed Master Service Agreement (MSA) between Eureka Process, LLC, (the “Producer”) and _______________________________________ the “Client”). If any terms conflict between the MSA and this Addendum, then the Addendum will be considered the overriding agreement.

Services

Client hereby appoints Producer to provide all services initialed by Producer and Client:

Payment

Monthly invoices will be dated the 1^st of each month, sent around that time. Your monthly plan for the services promised above is:

$_________ USD per month

Services for the first partial month will be prorated for that month.

vScreening Addendum

This VScreening Addendum is to become attached to, and a part of a previously executed Master Service Agreement (MSA) between Eureka Process, LLC, (the “Producer”) and _______________________________________ the “Client”). If any terms conflict between the MSA and this Addendum, then the Addendum will be considered the overriding agreement.

Services

Client hereby appoints Producer to provide vScreening Services to Client by authorizing Producer to market, screen, and hire for any positions requested of Producer for Client’s own IT business. We make no claims as to the fitness for any candidate to work, except that, to the best of our belief, we feel they are fit for Client’s organization.

Our goal is to provide you with an interview to hire ratio of 50% of greater. This means that, on average, we aim to have you interview no more than two candidates, before you hire one of them to fill the position.

Payment

Invoicing for this service is pre-paid, effort based, and not contingent upon a hire. Requests for positions for us to screen can be made by email. To market and screen for each position will be $3000 USD. This consideration is also charged for any position that you hired for, that we initially recommended, regardless of if a request was made in advance. A common example is deciding to hire two candidates that we recommended, when only one position was initially requested.

Further, any expenses incurred by Producer, which is anticipated for marketing, will be passed on to Client monthly. This can vary greatly from position to position and market to market, but sometimes runs between $500-$1500 each full month that the position is open.