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---------------- Please scan through the Terms and Conditions Below -------------------

MASTER SERVICES AGREEMENT

 

This Agreement ("Agreement") is made this ___ day of ________ (the "Effective Date"), by and between CutYourPayroll.com ("Supplier"), an Ohio corporation with its principal place of business located at 17149 South Park Center, Strongsville, Ohio 44136 and _____________________ ("Client"), a _____________ corporation with its principal place of business located at _________________________________________.

 

In consideration of the promises and mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE 1 SERVICES

From time to time, Client and Supplier may enter into “Work Orders” that specify services to be provided to Client, the schedule or term, applicable charges, and any other terms and conditions specific to such services ("Services"). Such Services shall be performed in accordance with this Agreement and the specifications set forth in any attached Work Order(s), together with any attached exhibits.

ARTICLE 2 ENTIRE AGREEMENT/CONFLICT

2.1 This Agreement, including any Work Order which may be added to this Agreement from time to time by agreement of the parties, constitutes the entire agreement between Client and Supplier with respect to the subject matter contained herein and supersedes any prior understandings, agreements, and proposals, oral and written, between the parties on such subject matter. This Agreement, including any Work Order, may be amended or modified, only by a written instrument signed by authorized representatives of the Client and Supplier.

2.2 In the event of a conflict between this Agreement and any Work Order, or other document or instrument, this Agreement shall prevail.

ARTICLE 3 TERM

The term of this Agreement will commence as of the Effective Date and continue until terminated by either party as provided under this Agreement. The term of any Work Order will commence as of its effective date and continue until the earlier of (a) any termination date set forth in such Work Order or (b) termination by either party as provided in this Agreement or such Work Order.

ARTICLE 4 TAXES

Client will pay any federal, state, and local sales, use or similar taxes imposed or based on the provision of Services under this Agreement, excluding taxes on Supplier's income or gross receipts, property taxes, employment taxes, and other taxes imposed on Supplier or Supplier’s business. Such taxes that Client is responsible to pay will be separately stated on Supplier's invoices and reported and paid to appropriate governmental authorities by Supplier. At the Client’s request, Supplier will file any certificate or other document which may cause any such tax to be avoided or reduced, and cooperate with the Client in contesting any such tax or in claiming, on the Client's behalf, refunds of any such taxes paid by or on behalf of Client.

ARTICLE 5 INVOICING, PAYMENT AND SET-OFF

Except as otherwise specified in the applicable Work Order, Supplier will invoice Client for Services provided under this Agreement in arrears. Client shall pay all invoices within 60 days of receipt.

ARTICLE 6 INTELLECTUAL PROPERTY.

Client acknowledges that the Services constitute the Supplier’s intellectual property, as “work made for hire”, and that said intellectual property is (and shall remain) the sole and exclusive property of Supplier – for which Client has a non-renewable license during the term of the Agreement. Once the Agreement terminates, Client shall immediately return all of the Supplier’s intellectual property.

ARTICLE 7 TERMINATION

7.1 Either party may terminate this Agreement or any Work Order by written notice to the other if the other party breaches or is in default of any obligation hereunder, if said breach or default is incapable of cure or if said breach, being capable of cure, has not been cured within 60 days after receipt of notice of the breach or default (or such additional cure period as the non-defaulting party may authorize in writing).

7.2 Supplier may terminate this Agreement or any Work Order for failure to pay invoices in a timely manner, with at least 10 days written notice to Client.

7.3 Either party may terminate this Agreement, without cause, by providing at least 90 days written notice to the other party. In lieu of notice, Client may terminate the Agreement with less than 90 days notice upon payment of all outstanding amounts owed to Supplier plus an additional $1,000 to cover Supplier’s costs invested for the Services.

7.4 In the event this Agreement is terminated, all amounts owed to Supplier shall become immediately due, owing, and payable by Client.

ARTICLE 8 FORCE MAJEURE

In the event that either party is unable to perform any of its obligations under this Agreement, or to enjoy any of its benefits because of (or if loss of the Services is caused by) natural disaster, actions or decrees of governmental bodies or agencies, war, civil disturbances, terrorism or communication line failure, or other cause not the fault of the affected party (a "Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds 30 days from the receipt of notice of the Force Majeure Event, the party whose ability has not been so affected, may, by giving written notice, terminate this Agreement or cancel, without cancellation charge, any unfilled commitment to purchase or provide Services.

ARTICLE 9 CONFIDENTIAL & PERSONAL INFORMATION

9.1 The term “Confidential Information” means any information of a confidential or proprietary nature that is disclosed to one party (“Receiving Party”) by the other party (“Disclosing Party”) not publically-known. The term “Confidential Information” includes information relating to: products, Services; processes; computer software; specifications; techniques; research and development; finances; business operations; tapes, disks, disk drives, other media, and all information on the foregoing; and Personal Information. The term “Personal Information” means any information, regardless of media or form, that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, name, signature, social security number (or other governmental-issued ID number), physical characteristics or description, address, e-mail address, telephone number, any security code, access code or password or any other personally identifiable information.

9.2 The Receiving Party will hold the Confidential & Personal Information of the Disclosing Party in confidence using the same level of care and security as it affords its own confidential information and will not disclose, transfer or provide access to such Confidential Information to any third party, except as required by law or – in the Supplier’s case – as required for the provision of Services under this Agreement or a Work Order.

9.3 The Receiving Party shall have no obligation to maintain in confidence or restrict the use of any information (other than Personal Information) that (a) is part of the public domain or known by the trade at the time of disclosure; (b) becomes a part of the public domain or known to the trade other than through fault of the Receiving Party or persons or entities to whom the Receiving Party has disclosed, transferred or permitted access to such information; (c) was known by the Receiving Party prior to disclosure; (d) becomes available to the Receiving Party on a non- confidential basis from a source other than the Disclosing Party; (e) is independently developed by the Receiving Party; or (f) is released from the confidential treatment by written consent of the Disclosing Party. Personal Information must be maintained by the Receiving Party in confidence without regard to any of the circumstances described in the preceding clauses (a) – (e).

9.4 Any breach of this Section, Section 6 (Intellectual Property) or Section 11.5 (Solicitation of Employees or Subcontractors) will result in irreparable and continuing damage. In addition to any other rights or remedies the non-breaching party may have, any breach or threatened breach of the provisions of those Sections may be prohibited by restraining order, injunction or any other equitable remedies.

9.5 The rights and obligations established by this Section shall survive and continue after the termination or expiration of this Agreement, and any return or destruction of Confidential Information or Personal Information.

9.6 Upon termination of this Agreement, the Receiving Party shall immediately return the other party’s Confidential & Personal Information.

ARTICLE 10 WARRANTIES

By Supplier. Other than as expressly set forth herein or in a Work Order, Supplier makes no express warranties and specifically disclaims any implied warranty, including any implied warranty of merchantability or fitness for a particular purpose with respect to its performance of Services hereunder.

ARTICLE 11 GENERAL PROVISIONS

11.1 Notices - Unless otherwise specified in this Agreement, all notices or other communications under this Agreement shall be in writing and may be delivered in person, or may be sent by receipted courier, facsimile, email, express mail, or postage prepaid certified or registered mail, addressed to the party for whom it is intended, at the following addresses:

If to Supplier: To Daniel J. Keltner, Agent; CutYourPayroll.com; 17149 South Park Center, Strongsville, Ohio 44136; 216.472.8124 (fax); dkeltner@crossroadsreo.com;

If to Client: To ___________________________________________________________________

11.2 Either party may change its notice information by giving notice to the other party of the change. Any notice or other communication shall be deemed given no later than the date actually received. Unless otherwise provided in this Agreement, notice by courier, express mail, certified mail, or registered mail shall be deemed given on the date it is officially recorded as delivered by return receipt or equivalent.

11.3 Assignment – Supplier may assign, delegate or subcontract the performance of Services under this Agreement or a Work Order, but shall remain liable to Client for performance of its obligations under the Agreement. Client may not assign, delegate or subcontract the performance of its obligations under the Agreement without Supplier’s written consent, which shall not be unreasonably withheld.

11.4 Work Product - All original written materials prepared by the Supplier, including electronic materials, shall belong exclusively to Supplier.

11.5 Solicitation of Employees or Subcontractors - Client may not solicit any employee or subcontractor of the Supplier involved in providing Services to the Client or any other client of the Supplier during the term of the Agreement and for a period of 2 years thereafter.

11.6 Survival - Any terms of this Agreement, including those affecting warranties, Confidential & Personal Information, or Solicitation of Employees or Subcontractors, which expressly or by their nature extend beyond the expiration or termination of this Agreement or any Work Order shall survive, remain in effect until fulfilled, and apply to the party's respective successors and assigns permitted by this Agreement.

11.7 Effect of Partial Invalidity - If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected. If any provision of this Agreement shall be held to be invalid, the lawful authority making such determination must try to make the invalid provision(s) enforceable if possible (“blue-penciling.”)

 

11.8 Relationship of the Parties - The parties are independent contractors. No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship. Except to the extent expressly provided in this Agreement, neither party has, and neither party shall attempt to assert, the authority to make commitments for or to bind the other party to any obligation.

11.9 Binding on Successors - This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns permitted by this Agreement.

11.10 Authority - Each party represents and warrants that it has full power and authority to enter into and perform this Agreement.

11.11 Limitation of Liability and Actions – Except as expressly provided otherwise by this Agreement, all parties waive the right to recovery of any damages other than actual damages, and agree that consequential damages, special damages, incidental damages, indirect damages, punitive or exemplary damages, and attorney's fees shall not be sought or be recoverable in any action or proceeding between the parties hereto or their successors. Supplier’s aggregate and cumulative liability for damages shall in no event exceed the amount of fees paid by the Client under the relevant Work Order giving rise to the liability. Any legal action based on this Agreement, any Work Order or other Transaction, and the Terms and Conditions of this or any other agreement or dealings between the parties must be commenced within two years after the cause of action arises, or it shall be deemed forever waived.

Regardless of the foregoing language, the non-breaching party will be entitled to damages beyond actual damages – including reasonable attorneys’ fees – to the extent the other party breaches the “Intellectual Property”, “Confidential & Personal Information” or “Solicitation of Employees or Subcontractors” provisions of this Agreement.

11.13 Applicable Law; Jury Waiver - THIS AGREEMENT, ALL WORK ORDERS, AND ANY OTHER AGREEMENT, TRANSACTION OR DEALING BETWEEN THE PARTIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF OHIO REGARDLESS OF THE DICTATES OF OHIO CONFLICT OF LAW STATUTES OR CASE LAW. THE PARTIES HEREBY SUBMIT TO EXCLUSIVE JURISDICTION AND VENUE IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO, EASTERN DIVISION, OR THE COMMON PLEAS COURTS OF CUYAHOGA COUNTY, OHIO, AND AGREE TO HAVE ANY DISPUTE UPON, CONCERNING, OR RELATED TO THIS AGREEMENT, ANY WORK ORDER, OR ANY OTHER AGREEMENT, TRANSACTION OR DEALING BETWEEN THE PARTIES HEARD BY A JUDGE OF SUCH COURTS. ACCORDINGLY, THE PARTIES WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

ARTICLE 12 COUNTERPARTS

This Agreement may be executed in separate counterparts, each of which so executed and delivered shall constitute an original, but all such counterparts shall together constitute one and the same instrument. A photocopy, electronic or digital copy of a handwritten signature will be deemed to be an original signature for all purposes.

 

IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this Agreement to be signed.

 CutYourPayroll.com

("Supplier")

 _______________________________

(“Client”)

    
By:__________________________By:__________________________
Print Name:__________________________Print Name:__________________________
Title:__________________________Title:__________________________

by checking this box, you understand and you have read the MASTER SERVICES AGREEMENT