ITPartners+ Terms & Conditions

Welcome to the Master IT Services Agreement (this “Agreement”) between ITPartners+ and the entity accepting this Agreement as the Partner (hereinafter referred to as “Partner”). The Effective Date of this Agreement shall be the date of the first quote signed with ITPartners+.

This Agreement consists of this Cover Page together with all Exhibits and Attachments specified herein. It is binding upon the Partner’s execution of a Quote and the subsequent clicking of the ‘Accept’ button, signifying the Partner’s understanding that this act serves as a legal representation of the Partner’s signature and signifies the Partner’s agreement to the ITPartners+ Terms of Service.

The Agreement encompasses each Quote that is executed by both ITPartners+ and the Partner, with such Quote being deemed incorporated by reference into this Agreement. In instances where there are terms and conditions in a Quote that conflict with the terms and conditions within the body of this Agreement, the provisions of the Quote shall prevail.

1. SERVICES
1. Purpose and Quotes. Under this agreement, the Partner may engage ITPartners+ to perform information technology (“IT”) related services (the “Services”). Generally, when the Partner requests that ITPartners+ provide any Services, ITPartners+ will issue a Quote, proposal, statement of work, or other form of communication to the Partner (i) that indicates that ITPartners+ is willing to provide certain Services and (ii) that includes the associated fees and costs (each, a “Quote”). Quotes will attach to and be incorporated into this agreement through Exhibit B without further revision. ITPartners+ is not required to provide any Services to the Partner until the Partner accepts a Quote in accordance with ITPartners+’s requirements. ITPartners+ will only be obligated to provide the Services specifically listed in a Quote. If the Partner requests additional Services beyond what is listed in a Quote, then a separate Quote will be issued for the Partner’s acceptance if requested in writing prior to our services starting or will be billed additionally as a Time & Materials overage with no further quote being provided in ITPartners+’s sole discretion. All Quotes are governed by this agreement. Notwithstanding the preceding sentence, ITPartners+ may provide Services under this agreement without the use of a Quote. In such instances, the performance of those Services is still governed by the terms and conditions set forth in this agreement. Further, additional written terms and conditions may apply to certain Services, which must be executed between the parties prior to the performance of any Services and will attach to this agreement under Exhibit C (the “Additional Applicable Terms and Conditions”).
2. Consulting Services. ITPartners+ may provide consulting Services to assist Partner in considering and evaluating possible IT solutions for its operations and needs, including, but not limited to, strategic direction development and planning, business continuity and disaster recovery solutions, cloud strategies, data and network security, and VoIP. ITPartners+ may provide the Partner with guidance on how certain IT solutions may work for the Partner; however, the Partner is responsible for the final determination as to whether to rely on and to act on the consultation(s) provided by ITPartners+, including implementing all or a portion of any IT solutions or recommendations discussed as part of the consulting Services. 
3. Implementation of IT Solutions. ITPartners+ may perform IT technical Services to implement IT solutions for the Partner, including, but not limited to, implementing systems and networks, data and network security measures, and enterprise applications. The parties agree that neither one can accurately predict how any IT solution or related technical Services will work out for the Partner. ITPartners+ may assist the Partner with its evaluation of IT technical Services that may need to be performed as part of the implementation of an IT solution; however, the Partner is responsible for making the final determination regarding whether the IT solution is appropriate for the Partner and its operations and whether to proceed with the performance of the IT technical Services and implementation process.
1. Use of Third-Party Services and Products. ITPartners+ may incorporate third-party products and services into the IT technical Services that it performs for the Partner. ITPartners+ is only able to use the products and services in the condition that they are provided from the third-party vendors. ITPartners+ is not responsible for verifying whether any of these products or services contain any defects, errors, or inaccuracies, including within any associated manuals or written specifications. ITPartners+ will not be held responsible for security incidents arising from third-party services and products.
2. Adjustments to the Services. Except as may be specified in a quote, ITPartners+ may adjust the Service Fees charged under this agreement as follows:

1. End-User or Network Changes. During the service lifetime, if the number of users, data, or devices in your environment or the Service or Equipment types or quantities to be covered within the original quote change, ITPartners+ may apply a pro rata adjustment to the total Service Fees based on our then-current fee rates. You shall pay all Service Fees owed as they become due following any such adjustment.
2. Surcharges. At any time, ITPartners+ may adjust our rates and charges or impose additional rates and charges to recover amounts required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs. You shall pay all Service Fees owed as they become due following any such adjustment.
3. Service Fee Rate Increases. At any time after the initial term of this Agreement or any applicable Quote or Additional Applicable Terms and Conditions, ITPartners+ may, at our discretion, increase the rates of any product, service, or recurring service without prior notification. 
4. Third Party Services. ITPartners+ may audit or otherwise consult with the Partner regarding the procurement of certain third-party services. ITPartners+ may increase any fees or termination costs that are passed to ITPartners+ for those third-party services the Partner uses or purchases. Partner agrees that upon cancellation or termination, Partner shall pay all remaining third-party service fees and any additional third-party termination fees. 
5. Off-Boarding. Partner’s cancellation, termination, or transition of the Services to Partner’s control or other provider (“Off-Boarding”) may trigger a billable project.  Any Off-Boarding projects will be subject to a separate project which will be billed as a Time and Materials overage.
1. Provider Supplied Equipment (Rental). Unless an applicable Quote provides that the Partner is purchasing Product(s) or ITPartners+ and the Partner have otherwise agreed in writing that the Partner is purchasing Product(s), any Products provided to the Partner under this agreement are deemed as being provided on a rental basis. The Partner acknowledges and agrees that ITPartners+ (or an applicable third-party owner of the Products) retains all ownership rights, interests, and title to such Products always. Partner does not acquire any rights of ownership in the Products by virtue of this agreement, and Partner does not have and will not have, by operation of law or otherwise, any lien or other similar right over or in relation to Products that are provided to Partner unless otherwise agreed by ITPartners+ in writing. Partner agrees that it is responsible for any Products in its possession or control and shall use reasonable measures to protect the Products from loss or damage. Partner shall not use the Products for anything other than to receive the related Services provided for under this agreement, an applicable Quote, or Additional Applicable Terms and Conditions. Unless otherwise explicitly authorized to do so in writing by ITPartners+, Partner shall not make any adjustments, alterations, or other changes to the Products, either cosmetically, functionally, or otherwise (including moving the Products from the location where they were originally installed or removing labels). Partner agrees that ITPartners+ may remove or change out Products at any time as ITPartners+ deems necessary to perform and continue performance of Services for the Partner. Upon termination of this agreement, an applicable Quote, or the related Services for which the Products are being rented to Partner, Partner shall return the Products to ITPartners+. In accordance with ITPartners+’s direction and instruction, the Partner shall deliver the Products back to ITPartners+, or the Partner will provide reasonable access to ITPartners+ at an agreed upon date and time for ITPartners+ or a designated ITPartners+ agent to retrieve the Products from Partner’s location. ITPartners+ reserves the right to charge the Partner for reasonable repair or replacement costs for Products that are damaged, lost, stolen, or otherwise not returned to ITPartners+. Notwithstanding, Partner shall not be responsible for paying for any repair costs associated with reasonable wear and tear on the Products. 
2. Delivery. Unless the parties agree otherwise in writing, ITPartners+ will be responsible for any damage or loss that occurs to the Products up to the time that the Products are delivered to the Partner’s location. Once the Products are delivered to the Partner’s location, then the Partner becomes responsible for any damage or loss that may occur to the Products, unless the damage or loss was present before reaching the Partner’s location or was a direct result of ITPartners+’s gross negligence or willful misconduct. 
3. Payment. ITPartners+ may incorporate any fees associated with the rental of Product(s) into the overall fees for the related Services, or ITPartners+ may charge such rental fees as a separate line item in the applicable Quote. In general, the Partner will be invoiced for the purchase of Products, Services, and/or Rental and will be expected to pay for such in accordance with ITPartners+’s standard payment timeframes. However, for certain Products, ITPartners+ may require that the Partner pre-pay for Products prior to delivery. The parties agree that ITPartners+ retains all right, title, and interest in the Products until the Partner has made full payment for the Products. Further, unless the Quote states otherwise, the Partner is responsible for paying all shipping costs associated with getting the Products delivered to the Partner.
1. Right to Repossess. The Partner agrees that, in addition to the other remedies available to ITPartners+ for the Partner’s failure to pay for the Products within the applicable payment timeframes, ITPartners+ shall have the right and authority to retake possession of the Products from the Partner and the Partner shall provide the necessary access to ITPartners+ to do so.
2. Regulated Industries. Unless the parties specifically agree in a Quote that Services are covered under certain federal, state, or local statutes, regulations, or rules (collectively “Government Regulations”), such as the Health Insurance Portability and Accountability Act and the Gramm-Leach-Bliley Act, Government Regulations do not apply to the Services. If the parties do agree in a Quote that Government Regulations apply to the Services, ITPartners+ may require that the parties execute Additional Applicable Terms and Conditions before ITPartners+ agrees to perform the Services. The Partner is responsible for determining and notifying ITPartners+ in writing as to whether any Services relate or are otherwise subject to Government Regulations. Additionally, the Partner is responsible for determining whether any Services performed by ITPartners+ are and continue to be compliant with applicable Government Regulations. The Partner shall fully reimburse ITPartners+ for all costs and expenses associated with any claims, losses, or damages experienced by ITPartners+ that are a result of the Partner’s failure to accurately determine whether any Government Regulations apply to the Services, whether any Services meet or continue to meet the requirements of any applicable Government Regulations, or both.
1. Partner Requirements
6. Access and Onsite Accommodation. The Partner shall provide ITPartners+ with the necessary access to the Partner’s personnel, documentation and records, equipment, network, software, servers, systems, passwords, and other items as ITPartners+ reasonably requests for ITPartners+ to perform its obligations under this agreement, regardless as to whether ITPartners+ is performing the Services remotely or at a location controlled by the Partner. Further, if ITPartners+ is required to perform any Services onsite at a location controlled by the Partner, then the Partner shall ensure that ITPartners+ receives reasonable access and accommodations. The Partner acknowledges that ITPartners+ may not be able to fully perform all its obligations under this agreement if ITPartners+ does not receive the access and accommodations that it requests, and ITPartners+ may suspend all or a portion of the Services until the requested access and accommodations are provided or an alternative resolution is worked out between the parties. The Partner shall not hold ITPartners+ responsible for any suspension of the Services if reasonable access and accommodations are not provided. Further, if any harm, injury, damage, or loss occurs to the Partner’s personnel, documentation and records, equipment, network, software, servers, systems, or location during ITPartners+’s performance of the Services, ITPartners+ is responsible to the Partner for such harm only if and to the extent directly caused by ITPartners+’s breach of its express obligations under this agreement.
7. Passwords and Protection. For Services that require ITPartners+ to access password protected systems or information, the Partner shall supply all applicable passwords in a secure manner to ITPartners+. All passwords provided by the Partner are its Confidential Information (as defined below). ITPartners+ may not be able to fully perform all its obligations under this agreement if ITPartners+ does not receive such passwords, and ITPartners+ may suspend all or a portion of the Services until the passwords are provided or an alternative resolution is worked out between the parties. The Partner is responsible for protecting its passwords, and the Partner shall not hold ITPartners+ responsible for any data loss or other harm resulting from lost passwords.
8. Minimum Requirements. Prior to providing any Services to the Partner, ITPartners+ may require that the Partner’s equipment, network, software, servers, systems, and general infrastructure meet certain minimum requirements specified by ITPartners+ (the “Minimum Requirements”). Specific Minimum Requirements for Services to be provided will be set forth in the applicable Quote, Additional Applicable Terms and Conditions, or otherwise in writing from ITPartners+ to the Partner. The Partner must meet these Minimum Requirements prior to ITPartners+ performing any Services. The Partner understands that meeting the Minimum Requirements could result in harm, issues, or problems, including non-compatibility issues, with its current systems, software, networks, equipment, and general infrastructure. The Partner is responsible for independently verifying whether meeting the Minimum Requirements could cause such harm, issues, or problems, and the Partner shall not hold ITPartners+ responsible for any harm, issues, or problems that it experiences when meeting or attempting to meet the Minimum Requirements. If, at any time after ITPartners+ begins its performance of the Services, the Partner’s equipment, software, servers, systems, or general infrastructure no longer meet the Minimum Requirements, then ITPartners+ may suspend its performance immediately and will not be obligated to continue performance until the Minimum Requirements are met. At the Partner’s request, ITPartners+ may assist the Partner with its efforts to meet any Minimum Requirements on a Time & Materials overage basis.
9. Third Party Partners. ITPartners+ may use or associate with other third-party vendors and services for the purpose of delivering Services and Products to the Partner. The Partner recognizes that ITPartners+ does not own or control these third parties, and generally, all aspects of these parties’ operations are outside the control of ITPartners+, including their general business practices, adherence to industry standards, inspection processes, processes to protect information, delivery abilities, and any claims that they may make about their products and services. Each third-party partner may have additional terms and conditions associated with its products and services, including, but not limited to terms and conditions applicable to cloud-based services, software licensing and end-user terms. Such terms and conditions are passed through to Partner, and the Partner agrees to reimburse ITPartners+ for any costs, expenses, or other losses incurred by ITPartners+ relating to or arising out of the Partner’s failure to abide by any third-party applicable terms and conditions.
10. Cloud Based Solutions. ITPartners+ may propose incorporating cloud-based platforms into solutions proposed to the Partner. Cloud based services and products have numerous benefits and drawbacks and may not be suitable for every situation. Ultimately, the Partner must determine if a cloud solution will meet the Partner’s specific needs and accept the potential risks associated with use of cloud solutions, which often are outside the control of the Partner and ITPartners+. The Partner understands and agrees to the foregoing.
11. Change Requests. If the Partner wants a change in any Services or Products, then the Partner shall submit its requested changes in writing to ITPartners+ for review. If ITPartners+ agrees to the requested changes, then ITPartners+ shall issue an updated Quote to the Partner if requested by the Partner. Once the Partner accepts the updated Quote, then that updated Quote will replace the previously agreed to Quote. Changes to any Services or Products may result in additional fees, which will be provided in the updated Quote.
12. Adherence to Applicable Laws and Regulations. The Partner is responsible for determining whether the Services and Products provided to the Partner along with the Partner’s obligations and actions under this agreement comply with all laws, regulations, rules, or restrictions that might be applicable to the Partner and its operations. The Partner shall be responsible for fully compensating ITPartners+ for any claims, losses, or damages experienced by ITPartners+ resulting from the Partner’s breach of the foregoing obligation.

1. FEES AND PAYMENT
1. Fees. Fees associated with the Services performed and Products sold by ITPartners+ under this agreement are included in each Quote and/or Additional Applicable Terms and Conditions. Notwithstanding the preceding sentence, if no fees are included in those documents, then ITPartners+’s then current rates will apply. If ITPartners+ provides an estimate of fees for any Services or Products requested, then the Partner understands that the final fees associated with the Services or Products could be more than the estimated fees, and the Partner is responsible for paying all final fees associated with the Services and Products. ITPartners+ may change its then current rates at any time without notice to the Partner. 
2. Pass-Through Expenses. Unless the parties agree otherwise in an applicable Quote, the Partner shall pay ITPartners+’s reasonable out-of-pocket expenses (the “Pass-Through Expenses”). ITPartners+ will make reasonable efforts to notify the Partner about any Pass-Through Expenses prior to incurring them. ITPartners+ may require payment of Pass-Through Expenses prior to ITPartners+ incurring such expenses on the Partner’s behalf. If the Partner refuses to pre-pay any Pass-Through Expenses requested by ITPartners+, then the Partner acknowledges that such refusal may affect ITPartners+’s ability to perform its obligations under this agreement and the Partner shall not hold ITPartners+ responsible for its limited performance or non-performance under such circumstances.
3. Invoicing and Payment. Specific payment due dates may be provided in each applicable Quote. For all fees and Pass-Through Expenses that are not paid by Partner within thirty (30) days from the date on which payment is due, ITPartners+ reserves the right to charge interest on such fees and Pass-Through Expenses at a rate that is the lesser of either (i) 4.0% per 30-day period or (ii) the maximum rate allowed under applicable law. If the Partner disputes any fees or Pass-Through Expenses, then the Partner immediately shall notify ITPartners+ about such dispute in writing. ITPartners+ is entitled to recover all costs associated with enforcing the payment obligations of this agreement. The Partner agrees to reimburse ITPartners+ for any costs associated with ITPartners+’s efforts to collect payment under this agreement, including reasonable attorney fees.
4. Taxes. The fees provided in a Quote do not include any applicable sales, use, excise, services or other taxes (“Taxes”). If Taxes are assessed on any Services or Products, then the Partner shall pay those taxes directly to the taxing authority or shall reimburse ITPartners+ for ITPartners+’s payment of those Taxes to the taxing authority.  
2. TERM AND TERMINATION
1. Term. This agreement shall commence as of the Effective Date on the Cover Page and shall remain in effect until terminated in accordance with the terms herein.
2. Termination of the Agreement for Convenience. The parties may terminate this agreement at any time upon mutual written agreement between the parties. Additionally, if there is no active Quotes or Additional Applicable Terms and Conditions between the parties, then either party may terminate this agreement immediately upon written notice to the other party.
3. Termination of a Quote or Additional Applicable Terms and Conditions. Unless otherwise provided in a Quote or in any Additional Applicable Terms and Conditions, either party may terminate a Quote or Additional Applicable Terms and Conditions for any reason by providing at least sixty (60) days’ written notice of termination to the other party, whichever is longer.
4. Termination for Cause. If either party is in breach of one of its material obligations under this agreement, a Quote, or any Additional Applicable Terms and Conditions, then the non-breaching party may terminate this agreement or the applicable Quote or Additional Applicable Terms and Conditions by providing written notice of termination to the breaching party so long as: (1) the non-breaching party provided prior written notice to the breaching party of its breach; and (2) the breaching party has failed to cure such breach within ten (10) business days after receiving such notice. Additionally, if the Partner is the party in breach, then ITPartners+ immediately may suspend its performance of Services upon sending notice to the Partner that the Partner is in breach of an obligation. 
5. Termination based on Third Party Action. If a relationship between ITPartners+ and any of its third-party vendors or other partners is terminated or suspended and such termination or suspension affects ITPartners+’s ability to provide any Services or Products to the Partner, then ITPartners+ may terminate its performance or provision of the affected Services or Products or terminate the applicable Quote or Additional Terms and Conditions immediately upon notice to the Partner. 
6. Suspension of Services and Termination
1. Non-Payment. ITPartners+ may suspend its performance of Services upon the Partner failing to pay any invoiced amounts when due. This is in addition to the other remedies that are available to ITPartners+ under this agreement, at law, and in equity. If the Partner fails to pay all outstanding amounts owed within five (5) business days from the date that ITPartners+ suspended its performance of the Services, then ITPartners+ immediately may terminate this agreement, any active Quotes, and any Additional Applicable Terms and Conditions upon written notice to the Partner. Termination of this agreement due to nonpayment does not erase the debt owed by the Partner, all outstanding debts are still owed to ITPartners+ in full. 
2. Dispute other than Payment. If a good faith dispute arises between the Partner and ITPartners+ for any reason other than over payment, including but not limited to, the scope of a Quote, the nature of the Services to be provided, or access and accommodation concerns at a Partner’s location(s), then ITPartners+ may immediately suspend any further performance of its Services upon notice to the Partner until the dispute is resolved between the parties.
7. Effect of Termination. The Partner shall be responsible for paying ITPartners+ for all Services and Products provided up through the date of termination, in addition to any other payments that might be owed to ITPartners+ under the terms of an applicable Quote or under any Additional Applicable Terms and Conditions. The Partner immediately shall return any software, products, or other materials that were provided to the Partner by ITPartners+ as part of its performance of the Services. Alternatively, ITPartners+ may instruct the Partner to remove and destroy such items. Once destroyed, the Partner shall provide ITPartners+ with written certification of the removal and destruction. Notwithstanding, if the Partner is receiving Services that are charged on a recurring monthly basis for a set term, then, except in instances where the agreement is terminated due to ITPartners+’s breach or at ITPartners+’s convenience, the Partner shall be responsible for payment of all monthly recurring Services fees along with any Pass-Through Expenses that would have been owed by the Partner had the Services gone for the full agreed upon term length. In the event of termination the parties shall have no further liability or obligation to each other, other than for payment in accordance with the terms of this Agreement for Services provided up to the date of termination. Notwithstanding the foregoing, the following Sections will survive any termination or expiration of this Agreement indefinitely: Sections 2, 4,5,6, 7, 8 and 9.
3. INTELLECTUAL PROPERTY RIGHTS

1. ITPartners+’s Works. The parties do not intend for ITPartners+ to develop any intellectual property or “works-for-hire” (as that term is defined under the copyright laws of the United States) for the Partner under this agreement or any Quote. With the exceptions of the items listed below, any deliverable provided to the Partner by ITPartners+ constitutes an ITPartners+ work and is not deemed a “work for hire” and shall remain the sole and exclusive property of ITPartners+. 
2. Partner Materials. The Partner shall retain all ownership and licensing rights to any documents, equipment, software, data, information or other materials that the Partner provides to ITPartners+ in connection with the provision of the Services (collectively, the “Partner Materials”). However, the Partner hereby grants ITPartners+ a fully paid, non-exclusive, unrestricted, irrevocable, sub-licensable, worldwide right and license to use, modify, and redistribute the Partner Materials to the extent necessary for ITPartners+ to fulfill its obligations under this agreement and any Quote. If the Partner refuses to provide or is unable to provide the foregoing license rights to the Partner Materials, the Partner acknowledges that ITPartners+ may be unable to perform a portion of or all the Services, and the Partner does not intend to hold ITPartners+ responsible for its non-performance under such circumstances. In an applicable Quote, the parties may explicitly identify additional items, documents, and materials as Partner Materials.
3. General Skills and Knowledge.  The Partner understands that ITPartners+ may utilize any skills, knowledge or ideas of a general nature acquired during the course of providing the Services, and may independently develop the same or similar deliverables for other Partners based on skills, knowledge or ideas of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in a similar work performed for other ITPartners+ Partners and customers.

1. CONFIDENTIAL INFORMATION & NON-SOLICITATION.
1. Definition. “Confidential Information” means: (a) any technical information, customer and member information and data, design, process, passwords, procedure, formula, or improvement, as well as any formulae, specifications, designs, business or work processes and procedures, instructions, and other data relating to the development or production of any work done specifically for the Partner; and (b) the business plans and financial information of a party, regardless of whether such information would be protected at common law. Confidential Information does not include: (a) information that at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise; (b) information that either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other party; (c) information received from a third party with the right to transmit same without violation of any secrecy agreement with the other party; and (d) information that must be disclosed pursuant to court order or by law.
2. Protection. Each party acknowledges that it and its employees or agents may be exposed to or acquire the Confidential Information of the other party. From two (2) years from the date of disclosure of Confidential Information by a party, the receiving party shall hold such Confidential Information in confidence using the same standard of care that the receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care, and shall not disclose any Confidential Information to any third party without the express written consent of the disclosing party, except as permitted herein. Notwithstanding, for any loss or disclosure of Partner Confidential Information or other protected data and information the Partner may possess that occurs during or after the performance of the Services, the Partner agrees that it only may hold ITPartners+ responsible for any damages, losses, expenses, or claims resulting from such loss or disclosure if ITPartners+ (1) breached an expressed obligation under this agreement, an Quote, or Additional Applicable Terms and Conditions and (2) that breach directly caused the loss or disclosure to occur. 
3. Third Party Vendors. ITPartners+ will make good faith efforts to partner with third parties that adhere to industry standards and practices relating to the protection of Confidential Information. Notwithstanding, the Partner understands that ITPartners+ has no control or authority over any third party’s practices relating to the protection of Confidential Information, and the Partner shall not hold ITPartners+ responsible or liable for any third party’s failure to protect the Partner’s Confidential Information. If the Partner has concerns about its Confidential Information being shared with third party vendors, then the Partner shall notify ITPartners+ in writing. ITPartners+ may make reasonable efforts to provide the Partner with alternatives that would allow ITPartners+ to provide Services without disclosing the Partner’s Confidential Information to third party vendors. The Partner understands that there may be additional fees associated with such alternatives. However, if ITPartners+ is not able to provide alternatives or if the Partner rejects the alternatives provided by ITPartners+, then ITPartners+ may suspend performance of any Services that are affected by the Partner’s decision not to allow third parties to have access to the Partner’s Confidential Information. 
4. Return of Confidential Information. Upon termination or expiration of this agreement, each of the parties shall immediately cease using the other party’s Confidential Information and shall immediately return any of the other party’s Confidential Information to the other party or destroy it. Without limiting the foregoing, the obligation to return Confidential Information shall include, but not be limited to, the obligation to erase any Confidential Information, and all images, compilations, copies, summaries, or abstracts of such information, from computer storage, systems and related storage devices, tools, and servers. Notwithstanding, to the extent that ITPartners+ determines that it is not feasible or commercially reasonable to return or destroy certain Partner data, ITPartners+ may retain such data after termination or expiration. If such data contains Partner Confidential Information, then, with respect to such Partner Confidential Information, ITPartners+’s confidentiality obligations set forth in this agreement shall remain in effect for as long as the Partner Confidential Information is in the possession of ITPartners+.
5. Non-Solicitation. Partner agrees that, during the term of this Agreement, and for a period of six (6) consecutive months after termination or expiration of this Agreement, Partner will not knowingly (i) induce or attempt to induce or otherwise counsel, advise, solicit or encourage any employee to leave the employ of ITPartners+ or accept employment with Partner or any other person or entity, (ii) induce or attempt to induce or otherwise counsel, advise, solicit or encourage any person who at the time of such inducement, counseling, advice, solicitation or encouragement had left the employ of ITPartners+ within the previous six (6) months to accept employment with any person or entity besides ITPartners+ or (iii) solicit, interfere with, or endeavor to cause any customer, client, or business partner of ITPartners+ to cease or reduce its relationship with ITPartners+ or induce or attempt to induce any such customer, client, or business partner to breach any agreement that such customer, client, or business partner may have with ITPartners+.
2. WARRANTIES, LIABILITIES, AND LIMITATIONS
1. Warranty. ITPartners+ shall perform all Services in a workmanlike manner and in accordance with the requirements of this agreement and of any applicable Quote or Additional Applicable Terms and Conditions. If ITPartners+ fails to meet this level of performance, then ITPartners+ may, in its sole discretion, either (1) re-perform the affected Services at no cost to the Partner or (2) not charge the Partner for the affected Services. This is the sole and exclusive remedy for the Partner, if ITPartners+ is in breach of the obligations provided in this section.
2. Expectations from Services. The Partner acknowledges that even if ITPartners+ performs the Services in accordance with ITPartners+’s obligations and representations under this agreement, the Partner’s systems, networks, software, equipment, and infrastructure may still experience or be susceptible to harm, malfunctions, security breaches, and other issues, including but not limited to, cybersecurity breaches, data loss, viruses, hacking, cyber-attacks, intellectual property theft, and exposure of confidential information. Further, ITPartners+ does not represent that its performance of the Services will ensure that the Partner’s systems, networks, software, equipment, and infrastructure will not experience such problems. If the Partner experiences such problems, then the Partner may hold ITPartners+ responsible only if and to the extent that (1) ITPartners+ has breached an expressed obligation under this agreement, a Quote, or Additional Applicable Terms and Conditions, and (2) that breach directly caused such problem to occur.
3. Disclaimer of warranties. ITPartners+ makes no warranties of any kind to the effect that partner never will have a problem with its equipment or that the security of partner’s network never will be compromised. Except as expressly provided in the agreement, all services and products are provided “as is”. ITPartners+ makes no other representations or warranties, either express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. No Quote or service provided by ITPartners+ will guarantee or be a warranty against cyber-attacks.

4. Third-party products and services. Where reasonably possible, ITPartners+ will take steps to ensure it does not prevent the ability to pass through to the Partner any manufacturer or vendor warranties on products, equipment, software and services, including any cloud-based services, but ITPartners+ makes no warranty of any kind, either express or implied, regarding the functionality or quality of the products, equipment, software, or services, including cloud-based services, and the Partner should look to the warranties provided by the applicable manufacturer or vendor. Unless otherwise stated, all Products and/or Services are developed and manufactured by third party vendors who are not related to or controlled by ITPartners+. The Partner shall rely only on those warranties and representations about the Products and/or Services that come directly from the manufacturers and developers of the Products and/or Services, including any claims regarding the functionality of or specifications about the Products. If any Product sold to the Partner has a defect, the Partner will look solely to the Product’s manufacturer and the applicable warranty to get the defective Product repaired, replaced, or returned.
5. Limitation of liability. Each party’s liability under this Agreement is limited to the actual, direct damages incurred by a party and, shall in no event exceed the amount paid to ITPartners+ specifically for the portion of services and/or products which gave rise to the liability hereunder within the previous four (4) months from the date on which the liability arose, this shall be defined as consideration. Except as expressly provided herein, ITPartners+ shall not be liable for any loss or damage to the Partner’s equipment, software, data files or other information resulting from any services performed by ITPartners+ or from the failure of any equipment or third-party service. The Partner is solely responsible for back-ups and archival copies of all software, data, and other information. In no event shall either party be liable for any incidental, consequential, special, indirect, punitive, equity or third-party damages or claims, including but not limited to lost profits, lost savings, lost productivity, loss of data, and loss from interruption of business, even if previously advised of their probability and regardless of whether the form of action is in contract, tort or otherwise.
6. Indemnification. The Partner shall be responsible for fully compensating ITPartners+ for any claims, losses, or damages experienced by ITPartners+ that are a result of the Partner’s: (1) gross negligence or willful misconduct; (2) failure to meet applicable regulatory requirements; (3) infringement of a third party’s intellectual property, including any infringement done through the Partner’s systems; (4) loss of any password(s); or (5) failure to properly maintain its systems and equipment. ITPartners+ shall indemnify and defend Partner for any loss or damages that are a direct result of ITPartners+’s (i) gross negligence or willful misconduct; or (ii) infringement on a third party’s intellectual property in accordance with the consideration listed in the section ‘Limitation of Liability’ expressed above.
7. Insurance. Each party shall maintain reasonable insurance coverage through their respective carriers. Such insurance must include, at a minimum, commercial general liability coverage. Partner shall be responsible for obtaining and maintaining insurance that covers the full replacement value of any Products provided to Partner on a rental basis, and Partner shall name ITPartners+ as an insured beneficiary on such insurance policy.

1. ANTI-HARASSMENT POLICY AND COMPLAINT PROCEDURE
1. Harassment Policy. ITPartners+ is committed to a harassment-free workplace. ITPartners+ expect all our employees to conduct themselves with dignity and respect for fellow employees, partners, visitors to the workplace, the public and others. ITPartners+ do not tolerate harassment, including but not limited to sexual or racial harassment.  Unlawful harassment is serious and defined as pervasive unwelcome conduct, whether verbal, physical or visual, that is based on a person’s race, color, religion, sexual orientation, gender identity, age, national origin, height, weight, marital status, veteran status, pregnancy, disability, genetic information, or other protected category or characteristic. ITPartners+ employees who violate this policy will be subject to disciplinary action, up to and including termination of employment.

1. DISPUTE RESOLUTION
1. Arbitration Procedure. The parties shall attempt to settle amicably by mutual discussions any disputes, differences, or claims related to this agreement within sixty (60) days of the date such dispute arises. Failing such amicable settlement, any controversy, claim, or dispute arising under or relating to this agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules (and if Partner is a non-U.S. entity, the International Arbitration Rules) of the American Arbitration Association (“AAA”). There will be three (3) arbitrators (the “Arbitration Tribunal”), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and the third of which will be jointly appointed by the party-appointed arbitrators within thirty (30) days thereafter. The arbitration will be conducted in English. The Arbitration Tribunal will not have the authority to award to either party any incidental, consequential, special, indirect, punitive, equity or third-party damages or claims, including but not limited to lost profits, lost savings, lost productivity, loss of data, and loss from interruption of business, even if previously advised of their probability and regardless of whether the form of action is in contract, tort or otherwise. Each party will bear its own expenses, but the parties shall share equally the expenses of the Arbitration Tribunal and the AAA. This arbitration will be enforceable, and any arbitration award will be final, and judgment thereon may be entered in any court of competent jurisdiction. The arbitration will be held in Grand Rapids, Michigan or such other location as may be mutually agreed by the parties (in each party’s respective sole discretion) . Notwithstanding the foregoing, claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Partner’s failure to pay for Services in accordance with this arbitration may be brought in a state or federal court in the United States with jurisdiction over the subject matter and parties.
2. Bringing Claims. No claims to be resolved may be made more than six (6) months after the date by which the fault or failure should reasonably have been discovered; failure to make such a claim within the six (6) month period shall forever bar the claim.
2. MISCELLANEOUS
1. Entire Agreement. This agreement is the entire understanding between ITPartners+ and the Partner regarding its subject matter and supersedes all prior and contemporaneous oral and written understandings and agreements between the parties related to the subject matter.
2. Force Majeure. Neither party shall be liable for any failure or delay in its performance due to circumstances beyond a party’s reasonable control, including without limitation any act of God, strike, labor dispute, flood, public disaster, pandemic, equipment or technical malfunctions or failures, any act or failure to act by a third-party or vendor, or power failures or interruptions (each. a “Force Majeure Event”), provided that the affected party notifies the other as soon as practical and uses reasonable efforts to resume performance. In the event the delay in performance would constitute a material breach of this agreement in the absence of such Force Majeure Event, the performing party may terminate this agreement immediately, without incurring any penalty, by providing notice to the non-performing party.
3. Notices. All notices, demands or requests to be given by any party to the other party shall be in writing and shall be deemed to have been given on the date delivered in person, or sent via fax, courier service, electronic mail, or on the date of the third business day after deposit, postage prepaid, in the United States Mail via Certified Mail, return receipt requested, and addressed as set forth on the Cover Page. The address to which such notices, demands, requests, elections or other communications are to be given by either party may be changed by written notice given by such party to the other party pursuant to this section.
4. Waiver. No delay in exercising, no course of dealing with respect to, and no partial exercise of, any right or remedy hereunder will constitute a waiver of any right or remedy, or future exercise thereof.
5. Publicity. ITPartners+ may identify Partner, either orally or in writing, as a Partner of ITPartners+.
6. Assignment. Except as otherwise provided herein, Neither party may assign the agreement or any of its rights or obligations without the prior written consent of the other party. The agreement is binding upon the parties, their successors and permitted assigns.

1. Modification. This agreement may be modified or amended only by a writing signed by both parties.
2. Relationship. ITPartners+ acts as an independent contractor to the Partner under this agreement. Neither party has the authority to act on the other party’s behalf.
3. Counterparts. This agreement may be executed in multiple counterparts, and each shall be deemed to be an original, but all of which shall constitute one and the same instrument. The parties agree that this agreement and any addendums may be executed electronically by authorized representatives of each party and shall be considered an original instrument.
4. Governing Law. This agreement is governed by the laws of the State of Michigan, without regard to any “conflict of laws” principles.
5. Severability. If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions will remain unimpaired, and the invalid terms or provisions are to be replaced by such valid terms and provisions that most nearly fulfill the parties’ intention underlying the invalid term or provision.

EXHIBIT B

QUOTES

EXHIBIT C

ADDITIONAL APPLICABLE TERMS AND CONDITIONS

[ATTACHED IF APPLICABLE]