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Consulting Agreement

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into by and between CA NETWORKS (“Consultant”), and the undersigned responsible party (“Client”) to be effective as of the Effective Date set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions hereinafter set forth, Consultant and Client agree as follows:

1. Scope of Services. Client hereby engages Consultant to provide to Client the computer consulting services set forth in the Statement of Work (“SOW”) attached hereto and incorporated herein, as amended from time to time by the parties (the “Services”). Services available from Consultant include, but are not limited to:

a. Network/Systems Administration: Setup and configuration of servers, laptops, and workstations to Client’s specifications; Systems troubleshooting, repair and maintenance; Software and hardware upgrades, operating systems updates & upgrades; User support and technical training; Data Backup.

b. Local Area Network / Remote Access: Design and implementation; Security and Access rights; Network Monitoring & optimization; Router/firewall maintenance.

c. Real time remote system monitoring and routine maintenance via software agents installed on Client’s server and workstations. The main functions of RMM software:

Monitor multiple endpoints and clients simultaneously
Automate scheduled maintenance tasks
Periodic health checks, reporting & audit logs
Gather information about client software and hardware
Supply the Managed Services provider (MSP) with activity reports and data
Create appropriate alerts and tickets when problems arise
Track network and device health

d. Hardware, Software & Service procurement.

e. Other computer consulting services set forth in the SOW.

2. Remote Access and Interface. Client agrees that Consultant shall provide certain Services via remote access to interface with Client’s computer system when deemed appropriate by Consultant. Client agrees to use and maintain software applications recommended by Consultant for remote interface and to comply with all terms of use of such software applications.

3. Term of Agreement. This Agreement shall commence on the date signed and shall continue in full force and effect until terminated by either party upon at least thirty (30) days prior written notice. Upon termination of this Agreement, Consultant shall make available to Client, and upon request transfer to Client, all property and materials in Consultant’s possession or subject to Consultant’s control that is the rightful property of Client. Consultant shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services and agree to provide reasonable cooperation to arrange for the transfer of all property, contracts, agreements, supplies, and other third-party interests, including those not then utilized, and all rights and claims thereto and therein.

4. Compensation. As compensation for the performance of Consultant’s Services hereunder, Client agrees to compensate Consultant as set forth in the SOW.

5. Invoice and Payment.

a. Invoicing. Consultant shall deliver invoices promptly after Services are completed. Payment is due upon receipt of invoice. Invoices shall be delivered by Consultant to the Client’s designated email address on file and shall not be delivered via mail. All unpaid balances past 5 days after the date of invoice shall accrue interest at 1½% per month. In the event Client fails to make payment when due, Consultant has the right, but is not obligated, to pursue any or all of the following remedies: (i) immediate termination of the Agreement upon notice to Client, (ii) immediately stop all Services, or (iii) pursue available legal remedies.

b. Expenses. Client shall reimburse Consultant for any and all reasonable expenses directly related to the Services performed upon presenting receipts or invoices for products or services acquired by Consultant to perform Services requested by Client. Consultant may require Client approval prior to incurring expenses in excess of $50. Unless otherwise agreed by Consultant, Client shall be responsible for the purchase and timely delivery of all hardware, software or other products needed for Services to be performed.

c. Payment. Payment shall be made via electronic funds transfer, credit card processed securely via Consultant’s service provider, Stripe, or other means approved by Consultant. If the Client chooses to save Client’s credit card information with Stripe for an easier checkout experience, Client understands that this information will be stored securely by the service provider and agrees to be bound by their site terms of use and privacy policy. Consultant has no responsibility for the security of Client’s credit card information provided to Stripe or any other vendor of credit card processing services.

6. Confidentiality. Client and Consultant shall maintain all Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the disclosing party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information except to the extent required by law. “Confidential Information” means any and all information disclosed (orally, in writing and/or through tangible goods or records) by one party to the other party, before or after the effective date of this Agreement with regard to a party’s business, strategies, methods or assets including, without limitation, business and financial information, trade secrets, marketing, advertising, promotional and pricing strategies and plans, the terms, provisions and conditions of all agreements between the parties, all technical information, including inventions, product ideas and product improvements, all information concerning the parties’ customers and suppliers, including each customer or supplier’s residence, e-mail and business address, telephone number, and information concerning the products and services purchased by a customer or from a supplier. Notwithstanding, Confidential Information does not include information which the recipient party can establish that: (a) as of the date hereof, was in the public domain; (b) becomes a part of the public domain hereafter through no fault of the recipient party, but only to the extent that it becomes part of the public domain; (c) was already rightfully in the possession of the recipient party; or (d) is subsequently obtained by recipient party from a third party who was not under an obligation of confidentiality to the disclosing party

7. Limited Warranty and Limitation on Damages. In no event will either party be liable for any indirect, incidental, special, consequential or punitive damages or for any loss of profits, loss of business or revenue, loss or inaccuracy of information or data, cost of recovering software or data, loss of use, or cost of procurement of substitute goods, services, or technology, incurred by the other party or any third party, however caused, whether in an action or claim arising in contract, warranty, product liability, or strict liability, and whether or not the party has been advised of the possibility of such damage. In no event will Consultant’s aggregate liability under any cause of action related to this Agreement exceed the amount paid by Client to Consultant for Services.

8. Independent Contractor. In the performance of this Agreement, it is mutually understood and agreed that the parties hereto are at all times acting and performing as independent contractors. Consultant and Client are not, and shall not hereafter be deemed to be the employees or agents of each other and neither party shall have authority to bind the other without the express written consent, and then only insofar as such authority is conferred by such express written consent. The foregoing notwithstanding, Consultant agrees to adhere to all of Client’s policies and procedures concerning conduct while on Client’s premises. Client agrees to make available to Consultant prior to the commencement of this Agreement all manuals, codes, rules, and regulations that Client expects Consultant to comply with while on Client’s premises.

9. Equipment. Consultant shall provide all tools and equipment necessary to perform the Services except for Client-owned hardware, software and other equipment owned by Client that is being worked on by Consultant for Client’s benefit. Client agrees to make available to Consultant, for Consultant’s use in performing the Services required by this Agreement, such items of Client-owned hardware and software as Client and Consultant may agree are reasonably necessary for Services to be rendered.

10. Intellectual Property Ownership. Unless otherwise agreed by the parties in writing, the right, title and interest in and to any work product generated in the course of performing the Services, including, without limitation, coding, programming and analysis (the “Work Product”), is and shall remain vested in Consultant, including, without limitation: (a) all copyright, patent, trademark and trade secret rights with respect to the Work Product; (b) all right, title and interest in and to any derivative works, compilations, enhancements, modifications and subsequent editions of the Work Product; and (c) any and all other ownership rights associated with or arising from the Work Product. Notwithstanding the foregoing, Consultant grants Client a perpetual, non-exclusive license to use the Work Product (or any portion thereof) for any purposes, including the right to copy, excerpt, transmit or communicate the Work Product (or any portion thereof) in any form or media to any person and the right to use the Work Product in any manner. Both during and after the term of this Agreement, when and as reasonably requested by Consultant, Client shall execute and deliver any document or instrument, or provide any collateral information, testimony or material necessary or useful to Consultant, for the perfection of Consultant’s interest in the Work Product.

11. General Provisions

a. Notices. All notices hereunder shall be in writing, delivered personally, or by certified or registered mail, and shall be deemed given when delivered personally or three (3) days after deposited in the United States Mail, sent to the address contained herein (or to such other address as shall be provided to the other party in writing), and with proper postage affixed.

b. Entire Agreement; Modification. 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 related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

c. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of California (except to the extent preempted or determined solely by federal law), without regard to its conflicts of law principles.

d. Waiver. 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.

e. Assignment and Modification. Neither party may assign, sell or otherwise transfer any rights or obligations under this Agreement or any SOW except upon the express written advance approval of the other party. This Agreement shall be binding upon and inure to the benefit of Client and Consultant and their respective successors and permitted assigns

f. Indemnification. Client warrants that materials and information provided by Client to Consultant in the execution or performance of Services is legally owned or licensed to Client. Client agrees to indemnify and hold Consultant and its agents harmless from any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of intellectual property infringement relating to any aspect of the materials provided by Client, Client’s products/services, and materials supplied by Client.

g. Use of Descriptions of Services or Work Product for Promotional Purposes. Client grants Consultant the right to use descriptive text, testimonials, performance metrics, and other images, photos, and/or graphics that demonstrate the Services or Work Product for promotional purposes, and/or to cross-link such items with other promotional resources developed by Consultant.

h. Attorneys’ 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 but not limited to, expert witness fees and court costs.

i. Force Majeure. Neither party shall be held responsible for damages caused by downtime, lost files, equipment failures, delay or failure to perform their respective obligations under this Agreement when such delay or failure is due to vandalism, fires, strikes, floods, acts of God, riots, wars, acts of terrorism, lawful acts of public authorities, or delays or defaults caused by common carriers, unless such failure to perform is the failure to pay compensation pursuant to this Agreement.

EXECUTED AND EFFECTIVE AS OF December 21, 2024 (the “Effective Date”).

“Client”

By:

Address: , ,

“Consultant”

CA Networks

By: James J. Masri

Title: Principal

Address: 5632 Van Nuys Blvd., 1120, Van Nuys, CA 91401

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