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Master Agreement Terms

Sierra Pacific Group, LLC, a California Limited Liability Corporation (SPG), agrees to provide Consulting Services (as defined in the Proposal) for Client, and Client hereby engages SPG to perform the Consulting Services, subject to the terms and conditions set forth in this Master Services Agreement. This Master Services Agreement and the Quotation executed by SPG and Client shall be referred to collectively as the “Agreement.”

General Terms & Conditions

Upon its execution, this agreement shall be in effect until this agreement is terminated.  The Client is responsible for all fees and balances due up to the effective date of termination. This Agreement will be governed and interpreted under the laws of the State of California, without regard to its conflict of laws provisions. Any action brought in connection with this Agreement shall be filed within one year of the date of the alleged injury, regardless of any statute of limitations, and filed in the Superior Court of the State of California, County of Madera or U.S. District Court for the State of California, Eastern District, 9th Judicial District.  SPG reserves the right to amend, change, replace or alter this agreement, in any way, at its sole discretion with a 30-day notice to the Client. 

Consent to Contact Vendor 

In the course of performing the duties outlined in this Agreement, SPG may be required to contact vendor sales and technical support on the Client’s behalf.  The Client agrees and approves SPG contacting a vendor on their behalf, open a “service ticket” and follow-up with the vendor staff and contractors.

Software Products

SPG is no way warrants, guarantees or promises the Software Product(s) under this agreement is free of deficiencies, bugs, or other missing functionality.  Every effort will be made to remedy any deficiency with the product, however, SPG will not be responsible if the software is unable to accommodate a specific feature or service request.

Agreement Term

Agreement initial term is for six (6) months unless otherwise stated in Scope of Work.   At the end of the initial term, this agreement shall automatically convert to a month-to-month agreement. 

Fee Schedule / Payment Terms

SPG reserves the right to increase hourly rate fees without written notice. Below are our standard hourly rate fees.

 

Work Role

Hourly Rate

Block Hourly Rate

 

Automate Engineer

$225

$200

 

Executive Consultant

$225

$200

 

Service Operations Consultant

$225

$200

 

Manage/Sell Consultant

$175

$165

 

Accounting Consultant

$175

$165

 

Bookkeeping Consultant

$125

$115

 

 

Invoicing and Payment

Payment for invoices is due in full by the due date indicated on the invoice.  SPG accepts credit card, ACH and paper check methods of payment.  

Client will provide SPG with a valid and updated credit card or ACH information, or purchase order, or alternative document reasonably acceptable to SPG. If you provide Credit Card or ACH information Client authorizes us to charge such credit card or ACH for all purchase services listed on this agreement and for any renewals, and overages. Such charges shall be made in advance, either monthly, quarterly, or annually or in accordance with any additional terms outlined in agreement. Unless otherwise stated in this agreement invoices are due upon receipt. Client is responsible for providing complete and accurate billing and contact information to SPG and notifying SPG of any changes to such information.  U.S. based Clients may be subject to a 3% service fee for all credit card transactions.  Failure to pay will result in a 1.5% monthly service fee of the invoice total until balance is paid in full.  In the event that the Client defaults on a invoice(s), the Client will be responsible for any and all fees incurred by SPG to recover unpaid balances.  All bounced checks are subject to a $35.00 service charge.

This Agreement is based on the number of endpoints, software, and/or estimated needs of the Client at the time of its execution.  Fluctuations in the number of endpoints and services is expected, however, SPG reserves the right to adjust the Monthly Managed Service Fee, or Amount of Hours based on increases or changes in the endpoints, software and/or Client needs with a 30-day written notice to the Client. Client agrees to commit and pay the Service Fee during the duration of the agreement.

Termination of Service

This agreement may be terminated by the Client with a 30-day written notice to SPG after the initial term of agreement.  The effective date of termination will be 30-days after receipt of the termination request.  The Client is responsible for all fees and charges up to the effective date of the termination.  SPG reserves the right to terminate this agreement at any time with a 30-day written notice or immediately for Clients that are thirty days in arrears.  Non-payment and non-use of the services provided by this agreement does not constitute a valid method of terminating this agreement.  

If any amount owing by Client under this or any other agreement for our services is 30 or more days past due (or 10 days past due in the case of amounts Client has authorized us to charge your credit card or ACH) We may, without limiting our rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend SPG services to Client until such amounts are paid in full. Other than clients paying by credit card or ACH whose payment is declined, we will give Client an additional 10 days' notice that Client's account is overdue before suspending services with Client. 

Events of Default; Remedies

A. The following events shall constitute events of default by Client under the Agreement (hereinafter, each an “Event of Default”):

i. Client’s failure to make any payment on the date owed;

ii. Client’s breach or failure to comply with any agreement, covenant, condition, representation, requirement or provision of the Agreement;

iii. Client’s inability to pay its debts generally as they come due; orcan

iv. Client is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations.

B. Upon the occurrence of an Event of Default, all unpaid installments shall become immediately due and payable.

Delays/Missed Appointments/No Shows
 
SPG is only able to perform its duties when the Client and SPG engage in regularly scheduled meetings. Client acknowledges that missed appointments will delay many aspects of the Consulting Services and slow any progress working through the established project plan. It is critical to attend all scheduled calls or cancel within a 24-hour period to avoid the booked time being billed to the project or engagement with SPG or the Client be assessed a No-Show Fee.
 
In the event that the Client is not able to attend the scheduled call and does not cancel with 24 hours’ notice, or fails to show up for the scheduled call, Client understands that they will be charged a No Show/Cancellation Fee. If the client has an active block hour agreement with SPG, the time that was scheduled will still be applied to the client’s agreement for the missed time.
 
The SPG team will make attempts to reschedule any missed calls to get the engagement back on track.
 

Travel Expenses 

SPG shall be reimbursed for travel and related expenses as follows:

a. Meals and Incidental Expenses. Client shall reimburse SPG for actual lodging, meals and incidental expenses incurred which are ordinary and necessary to accomplish the Consulting Services.

b. Mileage and Transportation Expenses. Client shall reimburse SPG for transportation costs other than for local transportation less than $75. Client shall reimburse SPG for fares, car rental (compact), private car mileage (50 cents per mile), parking fees, tolls, etc., provided the most economical mode of transportation and the most usually traveled route are utilized. Client shall also reimburse SPG for air travel, provided it is by commercial airline coach class, or intermediate, one class or similar reduced fare accommodations. The use of first class, premium, or higher cost services is not authorized under the Agreement, unless approved in advance by Client. Any such authorization for the use of higher cost services as identified above must be obtained prior to the incident of travel.

c. Lodging Expenses. Client will pay the cost of single-occupancy lodging in conveniently located moderate range hotel for the actual nights occupied during the course of business travel.

Non-Solicitation

Except with the prior written consent of SPG, the Client shall not directly or indirectly seek to employ, entice away or in any other manner persuade or attempt to persuade any person employed by the SPG or any of its subsidiaries to leave the employ of any of them. Notwithstanding the foregoing, if any person employed by the SPG or any of its subsidiaries who is not an officer, vice president, regional sales manager or operations manager of the SPG or its subsidiaries actively seeks out the Employee and initiates contact with the Employee for purposes of obtaining employment with the Employee at the Employee’s then place of work, such action shall not constitute a violation of this provision. Such violation of this provision and SPG Employee becomes Client's employee, the Client agrees to pay for half the annual wages of SPG Employee that was hired. The provisions of this Section 8 shall remain in full force and effect for a period of 12 months after the end of the Term.     

Confidentiality Agreement

In connection with certain business dealings or potential business dealings between the Parties, each Party has requested or may request access to certain proprietary and confidential information of the other Party.  Any Party disclosing any Confidential Information to the other Party shall be referred to herein as a “Discloser” and any Party receiving any Confidential Information from a Discloser directly or arranging for such receipt by a Recipient Beneficiary (as defined in Section 1(b) herein) shall be referred to herein as a “Recipient”. 

a. Confidential Information.  Each Party is the owner of certain confidential and proprietary information (the “Confidential Information”) including, without limitation, any and all: (a) data, know-how, processes, designs, inventions and ideas, past, current, and planned research and development, market studies, business plans, customer lists, current and anticipated customer requirements, cost structures, price lists and structures, computer software and programs (including object code, compiled code and source code), data base technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other proprietary or confidential information of such Party, however documented, whether or not such information is a trade secret within the meaning of applicable law; and (b) information concerning the business and affairs of such Party (including, without limitation, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, and the names and backgrounds of key personnel), however documented, that has been or may hereafter be provided or shown to a Recipient or to any of such Recipient’s consultants, advisors, or other representatives, including legal counsel, accountants and financial advisors (the foregoing other parties being hereinafter referred to individually as a “Recipient Beneficiary” or collectively as the “Recipient’s Beneficiaries”) or is otherwise obtained by a Recipient or any Recipient Beneficiary from a review of a Discloser’s documents or properties or through discussions with a Discloser, irrespective of the form of the communication, including all notes, analyses, compilations, studies, summaries, and other material prepared by a Recipient or any Recipient Beneficiary containing or based, in whole or in part, on any information included in the foregoing. 

b. Exceptions.  Confidential Information shall not include any information that (a) is or subsequently becomes available to the public without a breach of this Agreement by such Recipient or a Recipient Beneficiary; (b) became known to such Recipient prior to a Discloser’s disclosure of such information; (c) became known to such Recipient from a third party having the right to disclose such information without any restrictions of confidentiality; or (d) is or has been independently developed by a Recipient without use of a Discloser’s Confidential Information. 

c. Disclosure of Confidential Information; Non-Waiver of Rights.  Each Party agrees to allow access to such portion of such Party’s Confidential Information as such Party deems necessary or appropriate in such Party’s sole discretion.  A Discloser makes no representations or warranties, express or implied, concerning the completeness or accuracy of any Confidential Information disclosed to a Recipient or any Recipient Beneficiary, except any representations and warranties that may be made in a written definitive agreement executed by the Parties outside of this Agreement.  To the extent that any Confidential Information may include materials subject to the attorney-client privilege, Discloser will not be deemed to have waived its attorney work-product protections, attorney-client privileges or similar protections and privileges as a result of disclosing any Confidential Information to a Recipient or any Recipient Beneficiary, regardless of whether Discloser has asserted or is or may be entitled to assert such protections or privileges.

d. Restricted Use of Confidential Information.  Each Party agrees that the Confidential Information of a Discloser (a) will be kept confidential by a Recipient and by a Recipient’s Beneficiaries; and (b) without limiting the foregoing, will not be used by a Recipient or any Recipient Beneficiary or disclosed by a Recipient or any Recipient Beneficiary to any person without the prior written consent of a Discloser. A Recipient may disclose Confidential Information to only those of Recipient’s Beneficiaries who (i) require such information for the purpose of evaluating or acting on any legitimate business purpose involving the Discloser; and (ii) are informed by such Recipient of the confidential nature of the Discloser’s Confidential Information and the obligations of this Agreement. A Recipient and a Recipient’s Beneficiaries will not use any of a Discloser’s Confidential Information for any reason or purpose other than to evaluate or act on any business purpose involving the Discloser.  Each Recipient agrees to be responsible for enforcing the terms of this Agreement as to all of Recipient’s Beneficiaries and for taking such action necessary or appropriate to cause them to comply with the terms and conditions of this Agreement.  Each Recipient agrees to be liable for any breach of this Agreement by any Recipient Beneficiary.  If a Recipient or any Recipient Beneficiary is requested or is legally compelled by any court, tribunal or other governmental or quasi-governmental body to make any disclosure that is prohibited by this Agreement, such Recipient will provide Discloser with prompt written notice of such request so that Discloser may seek a protective order or other appropriate remedy.  

e. Return or Destruction of Confidential Information.  At any time upon a Discloser’s written request, a Recipient will promptly destroy or deliver to the Discloser all documents or other materials furnished by the Discloser to the Recipient or any Recipient Beneficiary constituting Confidential Information of the Discloser, together with all copies and summaries thereof in the possession or under the control of the Recipient or any Recipient Beneficiary.  Any such destruction pursuant to the foregoing must be confirmed by the Recipient in writing to the Discloser. 

f. Enforcement; Judicial Modification.  Each Party acknowledges that the restrictions described in this Agreement are designed to protect certain significant rights of the other Party, such rights being intangible in nature and incapable of valuation in monetary terms.  A Party’s violation of this Agreement will result in irreparable injury to the other Party for which the other Party cannot adequately be compensated in an action at law.  In the event of a Party’s actual or threatened breach of this Agreement, in addition to any other remedies allowed by law, the other Party shall be entitled to seek injunctive relief, including the entry of a temporary restraining order, preliminary injunction and permanent injunction in accordance with the laws of the State of California.  If the scope and enforceability of any provision of this Agreement is in any way disputed, a court of competent jurisdiction may modify and enforce such provision to the extent that the court believes that the provision is reasonable under the circumstances existing at that time.

g. Miscellaneous.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.  Any disputes arising from or related to this Agreement shall be resolved in the circuit courts located in the county of the Company’s then-current principal place of business.  Any failure on the part of any Party to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the other Party.  No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns.  This Agreement may not be assigned directly, indirectly or by operation of law by a Party without the prior written consent of the other Party; provided that this Agreement may be assigned by a Party to any successor to such Party’s business by merger, consolidation, sale of equity, sale of assets or similar transaction without the consent of the other Party.  This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements, representations, warranties, or communications, whether oral or written, between the Parties relating to the subject matter herein.  Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated except by an agreement in writing signed by the Party against whom the enforcement of such change, waiver, discharge or termination is sought.  Should any provision of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining provision(s), which shall continue in full force and effect as if this Agreement had been executed with the invalid provision(s) eliminated therefrom.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.  Facsimile signatures shall be treated the same as an original signature for this Agreement.

h. Maintenance of Confidentiality. Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential Information of which it becomes aware. Each party shall disclose Confidential Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and such party shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.

i. Non-use and Non-disclosure. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

Warranty / Liability

No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

LIMITATION OF LIABILITY

No services or performance guarantees are included in the fees set forth in the Quotation. All services are performed on a best effort basis. SPG shall not be held responsible or liable for guarantees of prices, performance, or time frames resulting from Client’s existing network or equipment deficiencies. The sole and exclusive remedy for any breach of any provision of the Agreement and all other performance by SPG under or pursuant to the Agreement shall be limited to the re-performance of any service provided by SPG and shall in no event include any incidental or consequential damages.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this Section 13 will be null and void. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. In any action relating to or arising out of the Agreement, each party irrevocably consents to the personal and exclusive jurisdiction and venue of the California state courts of Madera County (or, in the case of exclusive federal jurisdiction, the United States District Court for the Eastern District of California (Fresno)). This Masters Services Agreement and the Quotation contain the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. The invalidity or unenforceability of any provision of the Agreement, or any of its terms or provisions, will not affect the validity of the Agreement as a whole, which will at all times remain in full force and effect. A failure to enforce any provision of the Agreement will not constitute a waiver thereof or of any other provision. The Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any notices required to be given under this agreement shall be deemed given upon the earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by messenger or express service, to the addresses stated on the first page of the Quotation, or to such other address as the either party may specify to the other in writing form time to time.

Sierra Pacific Group, LLC

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