This Master Service Agreement ("Agreement") is entered into by and between Revive Your Computer, LLC, a Florida limited liability company d.b.a. RYC Business IT (hereinafter referred to as "SERVICE PROVIDER"), having its principal place of business at 4969 SW 74th Ct, Miami, FL 33155, and CLIENT, an entity engaging services from SERVICE PROVIDER. The Effective Date is the date in which CLIENT first engages SERVICE PROVIDER.
Under this Agreement, SERVICE PROVIDER represents that it has unique knowledge and expertise and agrees to perform work described herein for consideration set forth hereinafter.
Each party agrees their obligations shall be performed in accordance with the terms and conditions set forth herein:
SERVICE PROVIDER agrees to provide the professional services ordered and indicated by CLIENT within each CLIENT Purchase Order issued under this Agreement and accepted by SERVICE PROVIDER. Professional services will be limited to the hours and dollar amounts specified in the Purchase Order(s) issued under this Agreement. In the event of any conflict between this Agreement and any Purchase Order issued hereunder, the provisions of this Agreement shall take precedence.
During the period of this Agreement, CLIENT may alter in writing any Statement of Work indicated in any mutually agreed to written Purchase Order by issuing a Change Order Purchase Order, provided that the dollar value amount authorized by the Change Order accommodates all changes in work to be performed and is mutually agreeable to CLIENT and to SERVICE PROVIDER prior to SERVICE PROVIDER's acceptance of the Change Order.
As full and complete compensation for the professional services to be performed under this Agreement, CLIENT will pay SERVICE PROVIDER in accordance with the following:
(1) SERVICE PROVIDER's Professional Services Rate: CLIENT will pay the SERVICE PROVIDER for each billable hour worked on an authorized assignment as agreed upon within each CLIENT Purchase Order and associated written Quote.
(2) SERVICE PROVIDER's Expenses: Local travel by SERVICE PROVIDER's employees providing professional services to CLIENT within fifty (50) miles of SERVICE PROVIDER's principal place of business shall be at SERVICE PROVIDER's expense and shall not be chargeable to CLIENT. All other travel and expenses which are incurred in performing professional services for CLIENT will be mutually agreed to in a written quote prior to incurring such travel and expenses, and are reimbursable to SERVICE PROVIDER by CLIENT in accordance of the quote.
It is understood and agreed that all Federal, State and Local Sales and/or Use Taxes applicable under law, except for payroll taxes, shall be added to each invoice for services and materials provided. CLIENT shall pay any taxes due.
SERVICE PROVIDER shall invoice CLIENT for compensation according to CLIENT's Purchase Orders and Change Orders and for reimbursement of agreed upon expenses incurred in the performance of any authorized assignment. Invoices will include a listing of all dates and hours during which SERVICE PROVIDER provided professional services, and the name of the SERVICE PROVIDER employee(s) who provided the services.
Invoices will be e-mailed by SERVICE PROVIDER to an address provided by CLIENT. CLIENT agrees to pay SERVICE PROVIDER no later than seven (7) calendar days after date of SERVICE PROVIDER's invoice.
CLIENT acknowledges that SERVICE PROVIDER will charge Client a $30.00 service charge for checks that are returned by Client’s bank for insufficient funds. CLIENT agrees to pay said charge in addition to any other charges or fees that Service Provider may be entitled to. If Client tenders a check that is returned for insufficient funds, Client agrees to pay all future payments in certified funds and acknowledges that personal checks will no longer be an acceptable form of payment.
This Agreement shall become effective upon the Effective Date and will remain in effect indefinitely unless terminated by mutual written agreement of the parties. The termination or expiration of any individual Purchase Order, Statement of Work, or Service Addendum shall be governed exclusively by the terms and conditions outlined within such documents. The expiration or termination of any individual Purchase Order or Service Addendum shall not terminate this Master Service Agreement unless explicitly stated in writing.
(6.1) Survival
Any expiration or termination of this Agreement or any underlying Purchase Order or Service Addendum shall not relieve either party of obligations which by their nature should survive termination. These include, without limitation, confidentiality, non-solicitation or non-hire of employees, indemnification, limitations of liability, ownership rights, proprietary information, governing law, dispute resolution provisions, and any other terms which by their nature survive termination or expiration.
SERVICE PROVIDER hereby warrants that at the effective date of this Agreement, there is no conflict of interest in SERVICE PROVIDER' business operations with the activities to be performed hereunder. SERVICE PROVIDER shall advise CLIENT if a conflict of interest arises in the future. If applicable, SERVICE PROVIDER certifies that the services to be performed under this Agreement shall not result in a conflict of interest prohibited by United States Government laws or regulations.
All technical information, including but not limited to drawings, data, designs, inventions, software, and any other material provided by CLIENT shall remain CLIENT's property and be treated as confidential by SERVICE PROVIDER. Any data, software, reports, drawings, source codes, or other intellectual property developed by SERVICE PROVIDER in performance of its obligations under this Agreement shall become the exclusive property of CLIENT upon creation. Such materials shall be delivered promptly upon completion of services, upon CLIENT's request, or termination of this Agreement.
(1) "Confidential Information" of a party hereto shall be deemed to include all information, materials and data disclosed or supplied by such party ("Disclosing Party") to the other party hereto receiving such information ("Receiving Party") that is not generally available to the public. If disclosed in written or other tangible form or electronically, Confidential Information shall be marked by Disclosing Party as "Confidential". The Receiving Party firmly commits to upholding the sanctity of the Disclosing Party's Confidential Information, ensuring that, to the fullest extent permitted by law, no such information will be disclosed without the explicit authority and directive of the Disclosing Party. If disclosed orally or visually, Confidential Information shall be identified as such by Disclosing Party at the lime of disclosure and designated as "Confidential" in a written memorandum of such disclosure, summarizing the Confidential Information sufficiently for identification, to be delivered by Disclosing Party to Receiving Party within thirty (30) calendar days of such disclosure.
(2) The following information shall not be considered Confidential Information hereunder: (1) information of Disclosing Party that is or becomes generally known within the relevant industry through no wrongful act or omission of Receiving Party or breach by Receiving Party of its obligations under this Agreement; (2) information which Receiving Party can establish and document by contemporaneous written proof was in the possession of or known by such party prior to its receipt of such information from Disclosing Party, without any obligation of confidentiality to Disclosing Party; (3) information that is rightfully disclosed to Receiving Party by a third party with no obligation of confidentiality to Disclosing Party; and (4) information which is independently developed by Receiving Party without use of or reference to Confidential Information of Disclosing Party, with Receiving Party bearing the burden of proving such independent development.
(3) Confidential Information of Disclosing Party may not be used by Receiving Party for any purpose except in the performance of Receiving Party's obligations on behalf of Disclosing Party under this Agreement and engaging in related discussions with Disclosing Party. Receiving Party shall maintain the confidentiality of all Disclosing Party's Confidential Information disclosed to Receiving Party hereunder and shall not disclose such Confidential Information to any person or entity, except as provided in this Agreement.
(4) If the Receiving Party finds itself under a legal or regulatory obligation to disclose any of the Confidential Information belonging to the Disclosing Party, the Receiving Party will take immediate action to inform the Disclosing Party in writing. This notification will not only detail the specific nature and terms of the obligation but will also provide a clear account of the events and circumstances leading up to this point. By providing this comprehensive notice, the Receiving Party ensures that the Disclosing Party is granted ample time and the rightful authority to either challenge the impending disclosure or to secure a protective order. It is crucial to note that the Receiving Party will not proceed with the disclosure until the Disclosing Party has been fully apprised of the situation and has had the opportunity to take appropriate legal actions or provide further directives.
(5) Receiving Party agrees to cooperate with Disclosing Party, at the Disclosing Party’s sole cost and expense, in seeking such order or remedy. Receiving Party further agrees that if Receiving Party is required to disclose Confidential Information of Disclosing Party, Receiving Party shall furnish only that portion of Confidential Information that is legally required.
(6) At the request of the Disclosing Party, the Receiving Party shall promptly return to Disclosing Party all correspondence, memoranda, papers, files, records, and other tangible materials embodying Disclosing Party's Confidential Information or from which such information may be derived, including all copies, extracts or other reproductions thereof, when Receiving Party no longer needs such Confidential Information to accomplish the performance of Receiving Party's obligations on behalf of Disclosing Party under this Agreement or when Disclosing Party requests its return, whichever occurs first, or certify to Disclosing Party that all such materials have been destroyed if Disclosing Party requests such destruction.
SERVICE PROVIDER shall at all times keep CLIENT informed of SERVICE PROVIDER's professional services activities pursuant to and in the performance of Purchase Orders being fulfilled under this Agreement by means of a format mutually agreeable to managers of CLIENT and SERVICE PROVIDER. Such format may include telephone conferences, electronic mail messages, and/or written reports in detail and frequency agreed to by both parties at any time this Agreement is in effect.
CLIENT agrees not to hire any employee, temporary or permanent, of SERVICE PROVIDER during this Agreement and for a period of one (1) year after SERVICE PROVIDER's completion of this Agreement. SERVICE PROVIDER agrees not to hire any employee, temporary or permanent, of CLIENT, during this Agreement and for a period of one (1) year after SERVICE PROVIDER's completion of this Agreement.
It is understood and agreed that SERVICE PROVIDER and CLIENT will protect each other from liability from the acts of each other, which acts result in extra-contractual liability or punitive damages as follows:
(1.) Whenever SERVICE PROVIDER shall, by virtue hereof, have in SERVICE PROVIDER's possession property of CLIENT, SERVICE PROVIDER shall be responsible for the care thereof and shall be responsible for its safe return to CLIENT.
(2.) SERVICE PROVIDER agrees to indemnify CLIENT against, and hold CLIENT harmless from, any expense (including attorneys' fees), judgment, fine and amount paid in settlement arising out of any action, suit or proceeding, whether civil, criminal, administrative or investigative which results from any act or omission of SERVICE PROVIDER, including any act or omission of SERVICE PROVIDER's directors, officers, employees, agents, or subcontractors, alleged by the party instituting the action, suit or proceeding to be tortuous, criminal, or otherwise in violation of any statute, regulation or administrative order.
CLIENT agrees to indemnify SERVICE PROVIDER against, and hold SERVICE PROVIDER harmless from, any expense (including attorneys' fees), judgment, fine and amount paid in settlement arising out of any action, suit or proceeding, whether civil, criminal, administrative or investigative, which results from any act or omission of CLIENT, including any act or omission of CLIENT's directors, officers, employees, agents, or subcontractors, alleged by the party instituting the action, suit or proceeding to be tortuous, criminal, or otherwise in violation of any statute, regulation or administrative order.
(a) Loss of Data and Unauthorized Entry
(b) Limitation on Damages
(c) Maximum Liability
(d) Limitations Period
SERVICE PROVIDER agrees to maintain, at SERVICE PROVIDER’s expense, commercially reasonable insurance coverages appropriate for services rendered, and will provide CLIENT with a certificate of insurance upon CLIENT’s written request.
If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney's fees and expert's fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined.
The parties waive the right to a trial by jury in any court in any suit, action or proceeding on any matter arising in connection with or in any way related to the transactions of which this agreement is a part or its enforcement, except where such waiver is prohibited by law or deemed by a court of law to be against public policy. The parties acknowledge that each makes this waiver knowingly, willingly and voluntarily and without duress, and only after extensive consideration of the ramifications of this waiver with their attorneys.
In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Client or Service Provider, shall be entitled to its reasonable attorneys' fees and costs, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by law.
CLIENT shall not assign, transfer, or delegate any rights, interests, duties, or obligations under this Agreement without the prior written consent of SERVICE PROVIDER. Any attempt by CLIENT to assign this Agreement without SERVICE PROVIDER’s consent shall be null, void, and of no legal effect. SERVICE PROVIDER may, without prior written consent from CLIENT, assign or transfer this Agreement, in whole or in part, to any affiliate, successor, subsidiary, or purchaser of all or substantially all of SERVICE PROVIDER’s assets or operations.
Any notice required or permitted to be given hereunder shall be in writing and forwarded via certified mail with return receipt requested, or by registered mail, to the addresses set forth in this Agreement. The parties may, from time to time, designate, by notice in writing, to the other party by the method specified in the within paragraph, any change in address of the party.
This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter contained herein and supersedes all other Agreements, oral or written, heretofore made between the parties relating to such subject matter.
No changes to this Agreement shall be binding on SERVICE PROVIDER or CLIENT unless in writing and signed by SERVICE PROVIDER's and CLIENT's authorized representatives.
This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same agreement. DocuSign, Facsimile or signed documents scanned in .pdf or .tiff format shall have the same legal force and effect as an original of such signature and shall be treated as an original document for evidential purposes.
By engaging SERVICE PROVIDER's services, CLIENT acknowledges that it has read, understood, and agreed to be bound by the terms and conditions outlined in this Master Service Agreement. SERVICE PROVIDER reserves the right to update or modify this Agreement at any time, with such modifications becoming effective immediately upon posting to this webpage. CLIENT agrees to periodically review this Agreement online to stay informed of any changes. Continued use of services after posting any updates constitutes CLIENT's acceptance of such revised terms.
Last Updated: March 18, 2025
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