IMAGIT SOLUTIONS STANDARD TERMS & CONDITIONS

Imagit Solutions will provide Partner and/or End-User IT services included in the signed agreement. For pricing, commitment, terms of the agreement and nondisclosure, please see below.  These terms and conditions supersede all prior agreements between parties.  Any mutually acceptable change orders will be appended to our standard agreement and supersede, as necessary, the corresponding elements in the original.  These terms and conditions relate to agreements between the following parties: Partner and/or End-User listed above, hereinafter referred to as Client, and Imagit Solutions. Please note that these Terms and Conditions may be revised as determined solely by Imagit Solutions. Material changes may require additional confirmation and acceptance.

  • Products and Services
    • Project Management (PM) and Field Service Management (FSM)
      • Imagit PM or FSM will coordinate the schedules of appropriate project’s stakeholder including Imagit internal engineers to ensure an efficient timeline is put in place
      • Imagit PM or FSM will coordinate the schedules of appropriate employees, building management and Imagit internal engineers to ensure engineering milestones are completed professionally
      • Imagit PM or FSM will ensure that costs and fees incurred for In-Scope Work under this SoW remains within the budget for such In-Scope Work reasonably identified by the Imagit PM or FSM.
    • EngineeringImagit Engineer(s) will be principally responsible for ongoing projects, ad-hoc training, project management, network administration, procurement, troubleshooting, upgrades and proactive planning.
    • Procurement
      • Imagit will provide a quote for any equipment required for the project that exceeds $100
      • Upon acceptance and approval of the quoted equipment Imagit will order all items to be delivered to the required location
      • Imagit will provide expected delivery dates and tracking information
    • Statement of Work – At Imagit discretion a Sales Engineer may be assigned to elaborate on the Scope of Work or produce a formal Statement of Work
  • Assumptions
    • Client will best efforts provide a minimum 48-hour notice to Imagit for each date of requested service
    • Imagit will attend at the agreed dates and times of scheduling. Any instance of deviation or non-attendance by Imagit Engineer(s) will be reviewed and addressed by Imagit PM/FSM to determine resolution with the Client subject which may include, but is not limited to, a billing credit
    • Imagit is not liable for schedule changes or costs involved due to environmental issues impacting travel
    • Imagit is not liable for schedule changes or costs involved due to any issue impacting travel outside of the control of Imagit or the Client
    • Imagit assumes that the Client will have appropriate resources available during any site visit
    • Imagit will provide the Client a ticket recap following all engagements stating what was done, when, and if there were any issues during the deployment
    • The Client shall designate a single point of contact to whom all Imagit communications may be addressed and who has the authority to act on all aspects of the services throughout the duration of the project; such contact shall be available during normal hours of business (Monday through Friday, 8:00am to 5:00pm local time, excluding holidays)
    • Client is responsible for providing building access for each site to engineers
    • Client is responsible for providing data for all fields in this agreement
    • Client will respond to requests for information or assistance in a timely manner
    • Client shall provide authentication credentials such as usernames, passwords, pass phrases, etc. required to access key devices within the client’s network to provide services under this eSoW
    • Client shall supply physical access information and credentials to the engineer(s) for all existing equipment that needs to be configured or may need to be modified
    • Client shall confirm site readiness including, but not limited to, circuits, cabling, power, cooling and rack space
    • Client shall specify physical and logical network topology for Client existing network infrastructure and identify connectivity requirements for other network-attached devices when applicable
    • Client shall verify that all equipment, supplies and materials have been received and are on-site and available before the installation kick-off date (Assume responsibility for equipment when it reaches the Client site) when applicable
    • Imagit assumes that permits are not required or have already been obtained
  • Pricing and Terms
    • Rates- If not defined as a Project, Client agrees to be supported as a Time and Materials client. Client is responsible for all charges for requested support.  Charges will be billed for support as indicated in the SOW or other Agreement and outlined below:
      • Engineering
        • Tier 1 Engineering Rate: in 1-hour increments
        • Tier 2 Engineering Rate: in 1-hour increments
        • Tier 3 Engineering Rate: in 1-hour increments
      • Management
        • Field Service Management Rate: in 1-hour increments
        • Project Management Rate: in 1-hour increments
      • Minimum Billing for E-Mail/Phone/Remote Support: 1/4-hour increments
      • Minimum Billing for Project Manager: 1 Hour
      • Minimum Billing for Field Service Manager: 1/4 hour
      • Emergency or After Hours: 50% upcharge from standard rates
      • Trip Charge: a charge of 1/2 the hourly rate will be invoiced for each on-site visit if on-site support is required.
    • Terms
      • Projects longer than 8-hours will be billed 1-hour of Project Management per 8 hours of engineering time.
      • Any non-Tier 1 and non-Tier 2 work will be quoted separately, and a separate SoW will be provided
      • Any materials required to complete the job will be billed at cost plus 20%
      • Client will provide a 48-hour notice for cancellations or rescheduling to avoid a cancellation fee of $500
      • Any out of scope will be billed at stated time and materials rates, in full hour increments
      • Travel, lodging and meal expenses to be billed back at actual cost. Receipts will always be provided, and all such expenses will need to be approved by the Client prior to incurring said expense(s)
    • Cancellation Fees
      • AFTER HOURS CANCELLATION FEES: Any planned After Hours/Weekend appointments that have to be canceled, need to provide 48 hours notification. The cancellation fee is the After Hours rate with a two hour minimum if engineer is local to the market.  If engineer is not local to the market, all scheduled labor will be billed.
      • BUSINESS HOURS CANCELLATION FEES: Any planned appointments that have to be canceled, need to provide 24 hours notification. The cancellation fee is the hourly rate with a two hour minimum if engineer is local to the market.  If engineer is not local to the market, all scheduled labor will be billed.
    • Client agrees to pay any/all costs of collection due to the failure to pay in accordance with the terms of the invoice including service of process fees, costs of suit, and reasonable attorneys’ fees
    • Payment Terms – Net30 terms unless otherwise specified
    • Late Fees – Any payments received more than 10 days late are subject to a $50 or 5% (whichever is greater of the two) late charge per invoice
    • Binding Effect of Invoices – Each invoice shall become a binding contract for the purchase of the entire quantity of merchandise and/or service(s) described therein or when the customer receives and retains the merchandise and/or service(s) for five days without filing a notarized written objection.
  • Liabilities and Restrictions
    • Software Licensing – Imagit Solutions does not support unlicensed software. Client represents that all installed software is licensed. If Client has any unlicensed software on premises, Client is responsible for notifying Imagit of such so that a remediation plan can be prepared and implemented to assist Client in achieving 100% license compliance
    • Recruiting or Hiring of Imagit Solutions Staff and Contractors – Client agrees to not recruit or hire or retain any Imagit staff and/or outside contractors for employment or work of any kind, either as an employee or an independent contractor, except through Imagit, during the duration of Imagit servicing Client and for a period of 24 months thereafter. In addition, Client recognizes that because of the substantial recruitment and training costs in the Information Technology industry, Client agrees that liquidated damages for such a breach will be 40% of the staff member’s or contractor’s then current annualized compensation, subject to a $10,000 minimum
    • Risk of Data Loss – Client assumes all risk of data loss from any and all causes or in any way related to or resulting from the repair or service of computer hardware, software or other equipment by Imagit. Client agrees to bear full responsibility for all data backup prior to any repair or service of computer hardware, software or other equipment by Imagit Solutions. Client hereby releases Imagit Solutions from any claim or liability related to data loss for any reason whatsoever
    • Indemnification – Client shall indemnify and hold harmless Imagit from any and all claims, demands, suits, actions, proceedings, loss, cost and damages of any kind, including reasonable attorney’s fees, caused by or arising out of, or contributed to, in whole or in part, by reasons of any act, omission, professional error, fault, mistake or negligence of Imagit, its employees, agents, representatives or subcontractors in connection with or incidental to the performance of this agreement
    • Jurisdiction – The laws of The United States of America and the State of Illinois shall govern this agreement, its terms and conditions. Client agrees that the proper forum for any claim arising under this agreement shall be in the State of Illinois
    • Modification or Amendment – No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto
    • Entire Understanding – This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings and representations are hereby terminated and canceled in their entirety and are of no further force and effect
    • Interpretation – Whenever possible, each provision of this agreement shall be interpreted in a manner as to be effective under Illinois law, and if any provision of this Agreement should be held invalid under Illinois law, that provision will be deemed stricken from the agreement and the remaining provisions will remain in full force and effect
    • Unenforceability of Provisions – If any provision of this Agreement, or any portion thereof, is held to be invalid and un-enforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect
    • Electric Signatures – This agreement may be executed and delivered electronically
  • Sales and Use Taxes
    • We do not collect sales or use taxes in all states. For states imposing sales or use taxes, your purchase is subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made by remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all taxable purchases that were not taxed and to pay tax on those purchases. Details of how to file these returns may be found at the websites of your respective taxing authorities

Mutual Nondisclosure Agreement

This Mutual Nondisclosure agreement is made as of the executed date of the related agreement by and between Imagit Solutions, Inc, located at Two Prudential Plaza, Suite 3500, Chicago, IL 60601 (hereinafter “Imagit”) and the entity defined as Partner Company Name and/or End User Company Name above to be known herein as “Company”.  Imagit, and collectively with Company, the parties hereby agree to the following:

In order to promote discussions with respect to a possible business relationship and/or transaction, the Parties may provide Confidential Information to each other, in writing and orally, concerning their products, technologies, business plans, capabilities, and other matters.  A Party receiving Information under this Agreement is referred to as “Recipient,” and a Party disclosing Confidential Information is referred to as “Discloser.”  In order to encourage such discussions while protecting their Confidential Information, the Parties agree as follows:

  1. Confidential Information. “Confidential Information” shall mean all confidential, trade secret, and proprietary information of Discloser, including any nonpublic information relating to the Discloser’s technology, customers, business plans and strategies, promotional and marketing activities, finances and other business affairs, and any third party information that the Discloser is otherwise obligated to keep confidential, and that: (i) is disclosed to Recipient in writing or other tangible form and marked in a manner to indicate that it is considered by the Discloser as Confidential Information; or (ii) is disclosed to Recipient orally or in other non-tangible form and that is identified as Confidential Information at the time of disclosure.   Unless otherwise stipulated by both Parties, Confidential Information includes the fact of the discussions between the Parties that gave rise to this Agreement.

Information will not be considered Confidential Information if it: (i) is in or comes into the public domain without breach of this Agreement, whether before or after disclosure by Discloser; (ii) can be shown by documentation to have been independently developed by or on behalf of the Recipient without reference to any Confidential Information furnished under this Agreement; or (iii) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act.  Any disclosure of Confidential Information hereunder in combination with information that is not Confidential Information shall not affect the status of the Confidential Information, nor shall it then be deemed to qualify under any of the exclusions described above by virtue of such combination.

  1. Nondisclosure.   Each Party will: (i) maintain Discloser’s Confidential Information in confidence, exercising a degree of care not less than the care used by Recipient to protect its own Confidential Information, which in no event shall be less than a reasonable standard of care; (ii) not use such Confidential Information other than in connection with the possible arrangements being discussed under this Agreement; (iii) not disclose this information to any person not expressly authorized by this Agreement and by the Recipient to receive the Confidential Information hereunder; (iv) advise any person to whom the information is disclosed of his  obligation to keep such information confidential; and (v) not disclose such information to any person other than those allowed hereunder without the express, written consent of Discloser.
  2. Authorized Recipients.   Recipient is authorized to provide Discloser’s Confidential Information to its corporate directors and officers.  Recipient is also authorized to provide such Confidential Information to particular employees and other representatives, including accounting, audit, financial and legal representatives (collectively, “Personnel”) who: (i) have a need to know Confidential Information in connection with the Parties’ potential business relationship, or (ii) where not employees of Recipient, have ethical duties of nondisclosure or have executed written nondisclosure agreements obligating them to protect the Confidential Information.  Recipient shall ensure that its Personnel comply with this Agreement and their respective nondisclosure agreements.
  3. Disclosure Compelled by Law.   In the event that Recipient: (i) is threatened or served with an action or motion to force disclosure of Confidential Information, or (ii) is compelled to disclose Confidential Information by valid order of a court or other government entity with the authority to compel the disclosure of such information, Recipient will notify Discloser in writing, as promptly as reasonably practicable (and prior to making any disclosure if possible), in order to provide Discloser the opportunity to intervene and object to, or seek limitations, conditions or restrictions on the disclosure of such Confidential Information.  If, nevertheless, the Confidential Information is ordered to be disclosed, Recipient shall furnish only that portion of the Confidential Information as to which the Recipient receives a reasonable opinion of its counsel that such portion of the Confidential Information is legally required to be disclosed.
  4. Notice to Provider of Unauthorized Use.   Recipient will notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Recipient.  Recipient will cooperate with Discloser in every reasonable way to help Discloser regain possession of such Confidential Information and prevent its further unauthorized use.
  5. Term of Agreement and Termination.   In general, the term of an Agreement shall be 24_ months from the date set forth on the agreement.  The Parties may agree in writing to extend the term of the Agreement.   Notwithstanding anything herein to the contrary, either Party also may terminate this Agreement upon ninety (90) days’ written notice, but such termination shall not affect the obligation of a Party with respect to any Confidential Information that it has received.
  6. Duration of Confidentiality Obligation; Survival on Termination.  Notwithstanding anything herein to the contrary, the obligation of a Party not to disclose Confidential Information provided to it hereunder shall survive the termination of this Agreement for eighteen (18) months, so long as such Confidential Information has not become part of the public domain as the result of any lawful act of any third party.
  7. Ownership and Return of Confidential Information.   All Confidential Information remains the property of Discloser and/or its licensors.  Recipient will return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) within fifteen (15) days following Discloser’s written request, and will retain no summaries, copies or excerpts, nor will it allow any such data to remain in the hands of any employee, representative or other person who received such Confidential Information from Recipient, and who has no legal right to maintain it.  Upon Discloser’s written request, Recipient will provide written certification of its compliance with this paragraph executed by a corporate officer of Recipient.
  8. No Implied Agreements.   Neither this Agreement, nor the receipt or disclosure of Confidential Information under this Agreement, nor the Parties’ ongoing discussions and correspondence, shall constitute or imply a commitment or binding obligation between the Parties to enter into any business relationship or transaction.  If the Parties elect to enter into a binding commitment, such commitment will be explicitly stated in a separate written agreement executed by both Parties.  Neither this Agreement nor the disclosure of Confidential Information will constitute an express or implied grant to Recipient of any rights to or under Discloser’s patents, copyrights, trade secrets, trademarks or other intellectual property except for the purposes expressly set forth in this Agreement.
  9. Independent Development(s).   Discloser understands that Recipient may currently or in the future be developing information internally or receiving information from other Parties that may be similar to Discloser’s information.  Accordingly, nothing herein will be construed as a representation or inference that Recipient will not develop products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that Recipient does not violate any of its obligations under this Agreement.
  10. No Export.   The Both parties shall adhere to U. S. Export Administration Laws and Regulations and shall not export or re-export any technical data or products received from the other party or any direct product of such technical data to any country unless explicitly authorized by the other party or to any proscribed country listed in the U. S. Export Administration Regulations explicitly authorized by the U. S. Government and the disclosing party.
  11. No Representation or Warranty.    Each Party (i) acknowledges that neither makes any representation or warranty (express or implied) as to the accuracy or completeness of any Confidential Information, and (ii) agrees to assume full responsibility for all conclusions it may derive from the Confidential Information.  Each Party hereby expressly disclaims any and all liability that may be based, in whole or in part, on any Confidential Information, or any errors or omissions therein.
  12. Irreparable Harm; Remedies for Breach.   Each Party agrees that any breach or threatened breach of any agreement and/or these standard terms and conditions may cause irreparable harm to the other Party for which monetary damages may be difficult to ascertain or an inadequate remedy, entitling the other Party to seek injunctive relief.  In the event of breach, the Parties shall have all rights and remedies provided under governing law, including but not limited to the right to seek and obtain affirmative and/or negative injunctive relief, without the need to post any bond, and to seek and obtain compensatory damages caused by the breach or wrongful act of the other, subject only to the limitation that no Party shall be entitled to seek or collect punitive damages from the other.  In the event either Party initiates a formal legal proceeding in which it asserts the breach of this Agreement by the other, then the prevailing Party in that proceeding shall be entitled to collect, in addition to costs of that action, its reasonable attorney’s fees incurred in connection with such legal proceeding.
  13. Governing Law.   Imagit Agreements and Terms & Conditions shall be governed by and construed in all respects in accordance with the laws of the State of Illinois, regardless of principles of conflicts of laws.
  14. Severability.   If a provision of any Agreement or Term or Condition is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.  Further, all terms and conditions of this Agreement will be deemed enforceable, to the fullest extent permissible, under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.

CGS 12/19/2018