Writing the On Site Computer Repair and Support (long) document
IN-HOME COMPUTER SUPPORT AND REPAIR AGREEMENT
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Technicians") and First Last ("Customer").
In consideration of the mutual covenants set forth in this Agreement, Customer and Technicians hereby agree as follows:
Scope of Services
Technicians shall provide to Customer the repair and consultation services described below (the "Services", "Work Product" or "Repairs"). Description of Repair or Service Time/Fixed Amount Allotted Insert description here.
1 Limitation of Services
Technicians shall not be responsible for the following:
Damaged, corrupted or inaccessible data or files, or other damage or liability resultant from or arising out of the repairs or services provided to customer by Technicians. Ability or inability to use any hardware or related equipment, network or network resource or connectivity. Ability or inability to use any third-party service or software.
Compatibility issues with other software, hardware or related services resultant from work performed by Technicians. Loss of productivity, wages, income or any monetary damage resultant from or the proximate cause of work performed by Technicians. Liaising with any billing and/or accounting on matters related to payment for software, licenses, Services, or other items provided by or acquired for Customer by Technicians.
Monitoring of any kind of any operating systems, applications, services or software, upgrades, patches, fixes or any other ongoing maintenance or obligation between the Technicians and Customer. Fixing errors and omissions contained in any third-party resource outside of the direct control of Technicians, unless otherwise specified.
Technicians shall have ownership rights to all Technicians' Material.
"Technicians' Material" consists of all copyrightable:
Materials that do not constitute Services or Work Product (as defined in Section 1, Scope of Services, Exhibit A - Payment Terms, and in Exhibit B - Specifications). Materials that are solely owned by Technicians ("Pre-existing works") or licensed to Technicians. Materials that are incorporated into the Work Product or a part of the Services. Additional materials shall include, but are not limited to: Insert additional materials here.
Technicians shall hold all rights, title, and interest in and to Technicians' Material. Customer shall not do anything that may infringe upon or in any way undermine Technicians' rights, title, and interest in Technicians' Material, as described in this paragraph 2. Notwithstanding the above, Technicians hereby grant Customer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for the use or for the sublicense of the use of any Technicians' Material employed under this Agreement.
For all of Technicians' Services under this Agreement, Customer shall compensate Technicians in cash, pursuant to the terms in Sec.1 - Scope of Services. In the event Customer fails to make any of the payments referenced in Sec. 1, Technicians have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Repairs and Services, (3) bring legal action.
Customer and Technicians acknowledge and agree that all information passed directly or indirectly between Technicians and Customer, including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respective owner (the "Owning Party") and will be held in strict confidence. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue.
Notwithstanding the above, Technicians are under no obligation or confidentiality when confronted by information of a criminal nature.
Limited Warranty and Limitation on Damages
Customer waives any warranty, express or implied, for the Services and Repairs performed under this Agreement. Customer acknowledges that Technicians are not responsible for the results obtained by Customer when using any Services or Work Product produced by Technicians. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Technicians as set forth in Exhibit A attached hereto. No action, regardless of form, arising out of the Services rendered or Work Product, under the Agreement, may be brought by either party more than one year after the cause of action has occurred.
In no event shall Technicians be held liable for consequential damages.
Technicians are retained as independent contractors. Technicians will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Technicians' behalf.
Technicians understand that they will not be entitled to any fringe benefits that Customer provides for Customer's employees generally or to any statutory employment benefits, including without limitation, worker's compensation or unemployment insurance.
1 Independent Contractor Behavior
Technicians agree to adhere to all of Customer's policies and procedures concerning code and conduct while on Customer's premises. Customer agrees to make available to Technicians prior to the commencement of this Agreement all manuals, codes, rules, and regulations that Customer requires Customer's staff or employees to read and/or sign.
Technicians shall maintain throughout the entire term of this Agreement, adequate general liability insurance providing coverage against liability for bodily injury, death, and property damage that may arise out of or be based upon any act or omission of Technicians or any of their employees, agents or subcontractors under this Agreement. Upon written request, Technicians shall provide certificates from their insurers indicating the amount of insurance coverage, the nature of such coverage, and the expiration date of each applicable policy. Technicians shall not name Customer as an additional insured on any applicable policy at any time during this Agreement, or as a condition of acceptance of this Agreement.
Customer agrees to make available to Technicians, for Technicians' use in performing the Services required by this Agreement, such items of hardware and software as Customer and Technicians may agree are reasonably necessary for such purpose.
Technicians will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of Customer.
0 General Provisions
1 Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
3 Binding Effect
This Agreement shall be binding upon and inure to the benefit of Customer and Technicians and their respective successors and assigns, provided that Technicians may not assign any of their obligations under this Agreement without Customer's prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
5 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
6 No Right to Assign
Technicians have no right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign Customer's rights and obligations under this Agreement.
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Technicians have the right to withhold Services, remove Work Product from Customer-owned resources, or seek legal remedy until payment is made in full, plus accrued late charges of 1 1/2% per month.
Customer warrants that everything Customer gives Technicians in the execution or performance of Services, or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Technicians harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, or copyright infringement.
9 No Responsibility for Theft
Technicians have no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Performed, or the improper use by any third party of any Services or Work Product produced by Technicians.
10 Right to Make Derivative Works
Technicians have the exclusive rights in making any derivative works of any Services, Methodology, or Work Product.
11 Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
All parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below: