VERSION 4 | DALLAS | TERMS AND CONDITIONS

TERMS & CONDITIONS

Management Services

A.	Version 4 shall maintain and service the computer equipment (referred to in this Agreement as the "Equipment"), located at the following location (To be provided by Client).
B.	During the term of this Agreement, Version 4 shall provide:
	Network Service and Support (Provided during regular business hours, Monday Friday, 8:00 a.m. to 5:00 p.m.)

Authority of Customer

Customer represents that:
A.	It is the owner entitled to possession and use of the Equipment.
B.	It is under no contractual obligation that will prevent Version 4 from performing its commitments under this Agreement.

Term of Contract

Signed Service Agreements (Silver, Gold & Platinum level) shall be effective for one full calendar year. The Customer may cancel this Service Agreement before the initial term is expired, with a minimum of 30 days prior written notice. Version 4 may cancel this Service Agreement before the initial term is expired, for any breach of this agreement.

Charges

See Service Agreement Pricing List for specific Charges.

Payment of Charges

Customer agrees to pay all maintenance charges for services. Version 4 shall invoice Monthly Service Contracts at the beginning of each month. Partial billings shall be prorated on the basis of a thirty (30) day month. Overage and reimbursements will be invoiced separately at the end of each month, however, Version 4 reserves the right to invoice equipment charges and reimbursements as necessary. All invoices are due upon receipt.

Parts

A.	If Equipment was purchased/leased from Version 4, Version 4 shall furnish parts as necessary, free of charge during the Equipment warranty period.
B.	If Equipment was not purchased/leased from Version 4, Version 4 shall furnish parts as necessary at market price.

Access to Equipment

Customer shall provide Version 4's maintenance personnel with free access to the Equipment for the purpose of providing maintenance service. Customer will appoint three (3) emergency contacts, who will in turn provide Version 4 with all after-hours access to Equipment, in the event of an emergency.

Exclusions

Under this agreement, Version 4 is not required to perform any of the following:
A.	Electrical work external to the Equipment.
B.	Furnishing of supplies or accessories, including but not limited to paper, ribbon cartridges, and magnetic tapes or disks.
C.	Painting or refinishing the Equipment.
D.	Making specification changes.
E.	Performing services connected with relocation of the Equipment.
F.	Adding, removing, servicing, or maintaining accessories, attachments, or other devices not furnished by Version 4.
G.	Performing services to repair damages caused by abuse.
H.	Provide services outsourced by Version 4 at the discounted service rate.

Warranty

A.	Version 4 warrants that under normal conditions of use and operation, the services furnished pursuant to this Agreement shall be free from defects in workmanship and that the parts furnished pursuant to this Agreement shall be free from defects in workmanship and material.
B.	Version 4 warrants that the parts furnished pursuant to this agreement shall conform to the Equipment manufacturer's published specifications at the time of delivery to Customer. Version 4's obligation under this warranty is limited to the repair or replacement of any part that within 30 days after installation and acceptance is not in conformity with the Equipment manufacturer's published specifications. This warranty applies to any repaired or replaced product, part, or component supplied by Version 4.
C.	Customer's remedies are limited to Version 4's obligations as expressly stated in this paragraph 9.
D.	The warranty expressed in this Paragraph 9 extends only to Customer and not to any third parties. In any event, Version 4 shall not be liable to customer or anyone else for incidental or consequential damages from whatever cause.
E.	The warranty contained in this paragraph 9 is exclusive and in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness.

Force Majeure

Version 4 shall not be liable for any delay in performance resulting from acts of Customer, its agents, or employees, or causes beyond the control of Version 4. "Causes beyond the control of Version 4 " include, but are not limited to:
A.	Acts of God.
B.	Acts of a public enemy.
C.	Acts of the United States or its political subdivisions.
D.	Fire.
E.	Flood or other unusually severe weather conditions.
F.	Strikes, civil disturbance, or revolution.
G.	Freight embargoes.

Entire Agreement

This Agreement contains the entire agreement of the parties with respect to its subject matter and as of the effective date, supersedes all previous and contemporaneous agreements and understandings, inducements or conditions, expressed or implied, oral or written, between the parties with respect to the subject matter hereof, and no waiver, modification or change of any of its provisions shall be valid unless in writing and signed by the parties against whom such claimed waiver, modification or change is sought to be enforced.

Waiver Of Breach

The waiver of any breach of any term or condition of this Agreement is not a waiver of any other term or condition of this Agreement.

Severability

If any term or provision of this Agreement or application to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Governing Law

Agreements shall be governed by and construed in accordance with the laws of the State of Texas.

Interference With Existing Employees

During the term of this Agreement and for two (2) years thereafter Contractor will not interfere with the relationship between Customer and its employees. During this period Customer will not solicit, recruit, offer to employ or in any other manner attempt to influence Contractor's employees to leave Contractor.

Points of Contact

Customer shall provide Version 4's maintenance and support personnel with administrative, accounting and technical contacts, for the purpose of providing direct responses to each in a timely manner.

Notices

Any notices or reports required by this Agreement to be given by one party to the other party shall be made in writing to that party at the address shown at the beginning of this Agreement or at any other address the party may designate in writing.

Attorney's Fees

If any legal action is necessary to enforce the terms of this Agreement, the prevailing party in the action shall be entitled to reasonable attorney's fees in addition to any other relief to which that party may be entitled.

Project Proposal Terms

1.	Engagement - Customer engages Version 4, LLC (Version 4) to provide certain services / products and Version 4 agrees to provide such services / products upon the terms and conditions set forth in this Agreement.
2.	Payment of Charges - Customer agrees to pay Version 4 all project charges for services rendered or materials provided in accordance with this agreement. Payment may not be withheld or delayed by Customer for cancellation or otherwise without the prior written agreement of Version 4.
	A.	Flat Pricing - Flat price projects will be billed at the time of completion. Time of completion is defined by performance of the scope of work and deliverance of the deliverables itemized in this agreement. For projects with duration in excess of thirty days, Version 4 may submit progress invoices for the work completed and materials provided during each thirty day period of time. Projects with defined milestones will be progress billed in accordance with the completion and acceptance of the milestones. Version 4 may, at times, require a deposit to begin work on a flat rate project. The deposit may range from 20% (twenty percent) to 50% (fifty percent) of the overall project price depending on the scope and duration of the project. Version 4 reserves the right to bill materials and reimbursements at any time regardless of project completion or progress. All invoices including progress, materials, and reimbursement invoices are due upon receipt.
	B.	Time and Materials - Time and materials projects will have weekly progress billings. Version 4 will make a good faith effort to adhere to the cost estimates defined in this agreement, however, Customer acknowledges its financial responsibility for all work performed by Version 4 and Version 4's subcontractors on behalf of Customer. In the event of project cost overruns, through no fault of Version 4 and Version 4's subcontractors, Version 4 will make every effort to inform Customer of expected additional expenses and justification for those expenses. Any cost overrun in excess of two hundred dollars will require written notification and customer authorization.
	C.	Chargeable or Creditable Revisions - A charge or credit revision may be required for any modification to the scope of work or deliverables itemized in this Agreement. A revision may also be submitted if the project duration is extended through no fault of Version 4 or Version 4's subcontractors. The revision process is governed by the submission of a Change Order by Version 4 to Customer. Any revision in excess of two hundred dollars must be submitted and authorized by Change Order; however, Version 4 reserves the right to submit Change Orders in lieu of verbal authorization for any revision.
	D.	Sales Tax - Customer pays all sales tax in accordance with the Texas State Tax Code for Computer Services and Maintenance.
	E.	Travel Expenses - All Travel expenses are fully reimbursable to Version 4. This Agreement only contains estimates of travel costs. Customer accepts responsibility for all travel related expenses and agrees to reimburse Version 4 for all such fees. All Version 4 travel fees will be submitted to Customer at Version 4 cost. Copies of original travel invoices are available to Customer upon written request.

3.	Version 4 shall provide Customer with recommendations from time to time. All recommendations regarding systems and systems solutions shall be in writing. Customer agrees to only rely upon written communications by Version 4 to Customer regarding systems and systems recommendations and to not rely upon any oral communications.
4.	Liability - The Customer agrees to hold harmless Version 4 for any loss, claim, damage, or liability arising or resulting from events or actions occurring prior to the effective date of this Agreement that relates to the operation of Customer's business. Customer also agrees after the effective date of this Agreement to hold harmless Version 4 for any loss, claim, damage, or liability arising or resulting from events or actions not directly attributable to Version 4's performance of the scope of work.
5.	Assignability - The parties shall not assign this Agreement or assign any of their respective rights hereunder without the other party's prior written consent.
6.	Interference with Existing Employees - During the term of this Agreement and for two (2) years thereafter Customer will not interfere with the relationship between Version 4 and its employees. During this period Customer will not solicit, recruit, offer to employ or in any other manner attempt to influence Version 4's employees to leave Version 4. During the term of this Agreement and for two (2) years thereafter Version 4 will not interfere with the relationship between Customer and its employees. During this period Version 4 will not solicit, recruit, offer to employ or in any other manner attempt to influence Customer's employees to leave Customer.
7.	Waiver of Breach - The waiver of any breach of any term or condition of this Agreement is not a waiver of any other term or condition of this Agreement.
8.	Severability - If any term or provision of this Agreement or application to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
9.	Applicable Law - This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas.
10.	Notices - All notices pursuant to this Agreement shall be in writing and shall be given by depositing said notices in the United States registered or certified mails, return receipt requested, addressed to the parties hereto at the addresses set forth in this agreement, or to such other address as may hereafter be specified by any party or parties. All notices given in the manner prescribed in this section shall be deemed properly served upon receipt.