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SeaGrizzly, LLC Service Level Agreement

THIS AGREEMENT (“Agreement”) is made as of date in below form (“Effective Date”) by and between SeaGrizzly, LLC (“SG”) and client listed below in form. (“Client”).

A) SG will provide computer consulting services to the Client according to the terms in Exhibit A. These services include, but are not limited to: desktop, server and network support; technology assessments; technology security evaluation, VoIP telephony; and any other services agreed upon by both parties. Exhibit A may be amended by the parties during the term of this Agreement. Client agrees that SG shall have reasonable access to Client’s staff, data, facilities, software and resources as deemed necessary by SG to perform the agreed upon services.

1. Payment for Services. Client agrees to pay SG for Services in accordance with the schedule contained in Exhibit A, and/or any mutually agreed upon subsequent amendments attached to this agreement such as Project Plans or Project Estimates. Client shall be responsible for all reasonable and pre­approved out-of-pocket costs in connection with performing SG Services which require travel outside of the Summit County area. Unless otherwise stated in writing, all invoices for SG Services shall be due 30 days after the date of the invoice. Balances exceeding the due date shall be subject to a delinquency charge of 5% per month, or any portion thereof, that a balance remains outstanding.  After 90 days SG reserves the right to submit outstanding invoice to collections, and or suspend services if a balance remains outstanding.

• a) SG is an independent contractor and neither SG nor SG’s staff shall be deemed to be employed by Client. Services governed by this agreement shall be performed by SG or its staff, and SG shall not be required to devote its full time to the performance these services. It is acknowledged that SG has other clients and offers services to the general public. The client acknowledges that SG provides extensive screening of prospective employees and training of current employees. If the client offers employment to a SG employee and the SG employee accepts, the client agrees to pay a recruiting fee equal to 25% of the employee’s annual SG salary.
• b) Upon written request from Client, SG will provide sufficient identifying information and a release for a criminal background check for its employees or contractors who spend significant time on Client’s premise or business location consistent with SG and Client’s background check policy. Should an SG employee refuse such request that SG employee will be barred from Client’s location, but such refusal is not grounds to terminate this agreement.

1. Ownership and protection of proprietary information. During the term of this Agreement, each party may be provided with or otherwise have access to information and data which is confidential and/or proprietary to the other party (“Confidential Information”). Confidential Information includes, but is not limited to, internal non­public company documents; undisclosed plans for advertising, marketing or product or service development, sales data; market information; customer lists; designs; engineering details; software source codes; chip layouts; discoveries; pending patents; and all other information either: a) designated in writing by the disclosing party as Confidential; or b) known by the recipient to be confidential. Subject to the other provisions of this Agreement, Confidential Information shall at all times be and remain the sole and exclusive property of the disclosing party. Confidential Information does not include any information or material which the recipient can demonstrate is: a) in the public domain without violation of an obligation of non­disclosure; b) required to be disclosed pursuant to law, but only to the extent such disclosure is required; c) independently known or developed by the recipient without violation of an obligation of non­disclosure; or d) obtained from a third party without violation of an obligation of non­disclosure. Each party shall keep and maintain all Confidential Information disclosed by the other party in connection with this Agreement, or which is learned or discovered by the receiving party as a consequence of or in relation to this Agreement , in confidence during the term of this Agreement and thereafter and will not, directly or indirectly, disclose or transfer any Confidential Information to any other person or entity, nor use any Confidential Information for its own benefit or for the benefit of others without the prior written consent of the disclosing party. Each party agrees to disclose or use Confidential Information of the other party only in connection with the performance of this Agreement, and to ensure that all employees or third parties to whom disclosure of such Confidential Information is necessary are bound by the provisions of this Section. Each party retains for itself exclusively all proprietary rights to manufacture and distribute any and all such items. Upon the expiration or sooner termination of this Agreement, or upon written request by the disclosing party, each party shall return all Confidential Information, and any copies or duplicates thereof, in such party’s possession or control to the disclosing party. The prohibition against use or transfer of Confidential Information includes, but is not limited to selling, licensing, or otherwise exploiting, directly or indirectly, any products or services which embody Confidential Information of the other party. The provisions of this Section shall survive termination of this Agreement. The parties acknowledge that violation by one party of the provisions of this Article IV would cause irreparable harm to the other party, not adequately compensable by monetary damages. In addition to other relief, it is agreed that, in the event of such violation, the aggrieved party shall be entitled to temporary and permanent injunctive relief to prevent such violation from occurring. All inventions, ideas, processes, written materials, programming, documentation and all other work product, including but no limited to all discoveries, developments, designs, improvements, inventions formulas, processes, techniques, programs, know­how, models, and data (collectively “Inventions”), whether or not patentable or register able under patent, copyright or similar statutes, that are originated and/or prepared pursuant to this Agreement for Client by SG or its employees or subcontractors, if any, shall belong exclusively to Client and may be used or transferred by Client in any manner which it finds appropriate. Any and all such Inventions, in whatever form embodied, shall not be copied or transferred without the Client’s prior written consent, shall be turned to the Client upon request, and SG shall assist Client in applicable statutes. The foregoing provisions shall not apply, however, to: a) any Inventions owned, licensed or created by SG or a third party prior to or independent of SG’s Services; and b) any and all documentations, literature, manuals and other material (including patents, copyright, designs and trade secrets) which are the property of SG and which are used by SG in the course of rendering services.

1. Warranty of Contractor. SG warrants to Client that material, analysis, data and services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed in a workmanlike manner by qualified personnel. SG MAKES NO OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING LIMITATION WARRANTY OF FITNESS FOR PURPOSE OF MERCHANTABILITY. SG further specifically disclaims, without limitation except as may be expressly stated by SG in writing, all express and implied warranties with respect to the quality, conformity to specifications, accuracy, reliability or functionality of: a) Client’s computer system; and; b) the ability of systems to process, interpret, transmit or accept information or input of any type; c) of any third-party product. In no event shall SG be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to SG in advance or could have been reasonably foreseen by SG. In no event will the parties assert a cause of action against the other, except for nonpayment, more the one year after the cause of action occurred, nor will the amount the client may recover in any action brought against SG exceed the total payments made to SG within the last 6 months.

1. Warranty of Client. Client warrants that all software, data, information, documents and other materials made available to SG by Client under this Agreement is either owned by Client or obtained from a third party from whom Client has express permission to disclose the same to SG, and that SG is authorized to copy, examine, transmit and otherwise use such materials to the extent deemed by SG necessary to perform its services. Client shall indemnify and hold SG harmless from any claims (including reasonable attorney’s fees, costs and judgments) asserting that SG’s performance of its services violated any license agreement or infringed any copyright, patent, trademark or trade secret right of a third party.

• General Provisions. Either party has the right to terminate this agreement with thirty days (30) prior written notice. SG reserves the right to refuse service if the client requests service that SG reasonably deems is either not in the Client’s best interest or is not located at the Client’s primary place of business. SG shall not be liable in any way for any damages, loss or losses of profit suffered by any other party due to delay or failure to perform its obligations under this agreement as a result of any cause not reasonably within its control. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred, assigned or subcontracted by either party without the express written consent of the other party, and any attempt to the contrary shall be void. Notices sent to either party under this Agreement shall be in writing and shall be deemed received and effective as follows: (a) when delivered, if delivered in person; (b) on the first business day during which a email transmission of the notice was completely received prior to 5:00 p.m. (at the recipient’s time zone), (c) one (1) calendar day after mailing, if sent by overnight courier; and (d) five (5) calendar days after mailing, if sent by first class mail postage prepaid. A copy of this Agreement and legible notices generated by a copy machine shall be treated as “original” documents admissible into evidence unless a document’s authenticity is genuinely placed in question. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Colorado. Venue for any legal action arising out of this Agreement shall be the state and federal courts of Denver, Colorado. Except for certain emergency judicial relief authorized under Section IV, the parties agree that all disputes between them concerning the interpretation, performance or enforcement of this Agreement shall be resolved by binding arbitration, in accordance with the applicable rules of the American Arbitration Association, said arbitration to take place in Denver, Colorado. Judgment upon the arbitrator’s award shall be enforceable in any Court of competent jurisdiction. In any legal action or arbitration necessary to enforce or interpret this Agreement, the prevailing party therein shall recover all costs, expenses and reasonable attorney fees. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous agreements, understandings and representations, both oral and written. If any provision of this Agreement is held invalid or unenforceable, such determination will not affect the remaining portions of this Agreement, and the affected provisions shall be interpreted and enforced to the fullest extent possible to carry out the intent of such provision. Failure to enforce this Agreement shall not be a waiver of any provision of this Agreement, and a waiver of breach shall not be a waiver of any other or subsequent breach. Each party warrants and represents that such party has the full and necessary authority to bind the party so represented by such party’s signature to all terms and conditions of this agreement, and that the party so represented is fully capable of performing all terms and conditions of this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. SeaGrizzly, LLC

SeaGrizzly Rates (Exhibit A)

SeaGrizzly general rates are available between 8am and 5pm Monday – Friday.  Anything outside this time will be considered after hours and charged accordingly.  We have a minimum of 1/2 hour for onsite work and 1/4 of an hour for remote work.  We reserve the right to charge for travel for any clients outside of the summit county area.

Please fill out the below form and click submit to send your service contract to SeaGrizzly.