Section One: Scope of Work

Grahek Enterprises LLC DBA Grahek Technology (“Grahek Technology”) shall perform the work as described in the attached or future Statement of Works (“SOW”) or Both for ____________________________(“Client”) and the SOW is fully incorporated into this Master Service Agreement (“Master Agreement”).

Section Two: Effective Date

This Master Agreement is effective when accepted by Grahek Technology.

Section Three: Payment for Services

As consideration for the services to be performed by Grahek Technology, payment to Grahek Technology is subject to the following terms: 

1. Service charges will be due and payable in accordance with Payment Terms set forth in Section 17 of this Master Agreement. SOW may specify different requirements.
2. All Set-up Fees, Migration Fees, Travel Expenses, and Miscellaneous Fees will be billed to client as incurred.
3. Grahek Technology reserves the right to withhold or discontinue services in the event payments are not made in accordance with this Master Agreement or the SOW or both or for any other reason.
4. Due to the nature of the work that we perform, there is no warranty on hourly work. Each hour that we work is billable regardless of the outcome of the work performed. While we will make recommendations on the level of effort required to implement a solution or fix an issue, it is up to you to let us know if there is a cap on the number of hours we spend per engagement.

Section Four: Commerce

From time to time governments enact laws and levy taxes and tariffs affecting  commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, indemnify and defend Grahek Technology and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of commerce. 

Section Five: Copyright

Copyright to the finished assembled project elements produced by Grahek Technology is owned by Grahek Technology and given to Client as set forth in the SOW. Rights to source code, work-up files, computer programs, custom modifications to systems are specifically not transferred to Client and remains the property of Grahek Technology unless the client agrees to purchase these rights from Grahek Technology Consulting LLC. Grahek Technology and its subcontractors retain the right to display graphics, photographs, and other design elements as examples of their work in their respective portfolios.  

Section Six: Limitation of Liability

Grahek Technology MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, except that the products and services sold under this Master Agreement, any addendum, and SOW shall be of the standard quality of Grahek Technology, and Client assumes all risk and liability resulting from the use of the products and services, whether used singly or in combination with other products and services.  Grahek Technology neither assumes nor authorizes any person to assume for Grahek Technology any other liability in connection with the sale or use of the goods sold.  There are no oral agreements or warranties collateral to or affecting this Master Agreement, any addendum, or SOW. Grahek Technology is in the business of providing Information Technology (“IT”) Managed Services and in Grahek Technology’s business, it often uses products and services from third-party providers (“Providers”).  Any defects or failings in the products and services from any Provider are beyond the control of Grahek Technology.  Grahek Technology makes no warranties, either express or implied, including but not limited to merchantability and fitness for a particular purpose, for the products and services of any Provider, other than that Provider’s own warranty, if any.  

GRAHEK TECHNOLOGY SHALL HAVE NO LIABILITY WHATSOEVER REGARDING ANY CLAIM FOR PATENT OR COPYRIGHT INFRINGEMENT. GRAHEK TECHNOLOGY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY
NATURE ARISING OUT OF OR IN CONNECTION WITH THE SOW OR THE USE OR PERFORMANCE OF ANY PRODUCT OR SERVICE PROVIDED HEREUNDER. IN NO EVENT SHALL GRAHEK TECHNOLOGY BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY INDIRECT DAMAGES SUCH AS, BUT NOT LIMITED TO, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF GRAHEK TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. No action arising out of any claimed breach of SOW will be brought more than thirty (30) days after the date software, hardware, or professional services are delivered to Client.

Section Seven: Contract Renewal

Contract renewal is automatic and on a yearly basis, unless otherwise terminated by either party with sixty (60) days written notice.  Be advised that fees are for annual services, if notice of cancellation is not received sixty (60) days prior to renewal, Client will be obligated for the entire forthcoming year’s fees plus any additional expenses incurred by Grahek Technology.

Section Eight: Termination

In the event of termination, Client shall not be entitled to a refund of any fees already paid to Grahek Technology. If Client terminates the agreement, the Client will pay any remainder of a project’s balance and any yearly commitment for services, whichever is applicable, and to be determined solely by Grahek Technology.

Section Nine: Contingencies

Grahek Technology shall not be liable for any damages or penalty for delay, for failure to give notice of delay, for failure to perform, or failure to give notice of non-performance, including, but not limited to, any delay or non-performance beyond the control of Grahek Technology. The performance schedule, if any, shall be extended by a period of time equal to the time lost because of any delay.


Section Ten: Indemnification

Client agrees to indemnify, hold harmless and release Grahek Technology and its directors, officers, employees, and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits costs or nature whatsoever, including reasonable attorneys’ fees that may be imposed on, incurred by, or asserted against Grahek Technology in any way relating to or arising out of any action taken or omitted by Client hereunder. 

Section Eleven: Assignment

Grahek Technology reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion at its sole discretion.  Client shall not transfer or assign Client’s duties expressed in this Master Agreement, Addendums, or Client SOW.  Client shall not authorize any third-party from exercising the rights or duties under this Master Agreement, Addendums, or Client SOW.

Section Twelve: Arbitration

In the event of any dispute or perceived problem arising with respect to the SOW, MSA, or Addendums, the parties agree that the dispute (including any questions of fraud or questions concerning the validity or enforceability of this Agreement) must be resolved by binding arbitration. Either party may file and serve a demand for arbitration. The arbitration must be held in Rapid City, SD, and must be governed by the then-existing Commercial Rules of the American Arbitration Association.

Section Thirteen: Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota.

Section Fourteen: Non-Waiver

Any failure of Grahek Technology to enforce any provision of this order shall not constitute waiver of such provision or prejudice the right of Grahek Technology to enforce such provision at any subsequent time. No such provision shall be deemed waived unless the waiver is in writing and signed by authorized representatives of Grahek Technology and the Client.

Section Fifteen: Severability

If any provision of this agreement is determined to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforce-ability of any remaining provisions.

Section Sixteen: Entire Agreement

This Master Agreement, its Addendums, Signed “Statement of Works”, and the Terms of Service for each product and service. These constitute the complete and exclusive statement of the terms and conditions. They cannot be altered, amended, or modified except in writing, signed by both Client and Grahek Technology.

Section Seventeen: Authorization for Payment

You give Grahek Technology permission to debit your account for services rendered/products ordered and authorized with the credit card on file for Monthly Services. By signing this agreement, you agree that should any payments be left unpaid after 15 days a 2% charge will be applied and compounded on each consecutive 15 day period.  Grahek Technology reserves the right to change the credit card on file for monthly services and unpaid services after 15 days.  No returns or refunds will be issued.

Section Eighteen: Payment Terms

Clients are responsible for timely and full payments has detailed on the SOW or invoice.  Each monthly service is a yearly commitment effective the date the service is started by Grahek Enterprises LLC DBA Grahek Technology and will automatically renew for successive one (1) year periods and will be subject to an early termination fee of the full amount owed on the agreement plus additional costs incurred by Grahek Technology.  The Owner/Officer personally guarantees the payment terms set forth in this agreement.  Client is responsible for applicable taxes on all products and services rendered.  The execution of a new Master Agreement, or any updated version thereof, will supersede this Master Agreement.

Section Nineteen: Confidentiality

In the course of performing the Services hereunder, Grahek Technology may gain access to certain confidential or proprietary information of the Client.  Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers end-users, financial affairs, accounting, statistical data belonging to the Client and any data, documents, discussion, or other information developed by Grahek Technology hereunder and any other proprietary and trade secret information of Client whether in oral, graphic, written, electronic or machine-readable form.  Grahek Technology agrees to hold all such Confidential Information of the Client in strict confidence and shall not, without the express prior written permission of Client, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder.  The obligations under this Section shall survive termination or expirations of this Agreement. 

Section Twenty: Authorization

The signer on behalf of “Client” is an owner, officer, manager, or member of the corporation or company that has complete authorization to enter into this Master Agreement. 

APPROVED AND ACCEPTED BY

Chad Grahek, President

On Behalf of Grahek Enterprises LLC DBA Grahek Technology

Printed Name: __________________________

Title: __________________________________

On Behalf of Client              

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Signed by Chad Grahek
Signed On: April 28, 2019

Grahek Technology https://www.grahektechnology.com

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Document name: Master Services Agreement

Unique Document ID: 778cf57fa904db40be9f5bd909b04c22f2742a1c

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Timestamp	Audit
April 28, 2019 3:35 pm MDT	Master Services Agreement Uploaded by Chad Grahek - chad@grahektechnology.com IP 24.111.189.2

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