1. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between PANATECH Computer Management Inc. and Client with respect to the subject matter hereof and supersedes any previously delivered terms and conditions of Client’s solicitation of offer, purchase order, or other standard form of communications. It shall not be modified except by a written agreement signed by Panatech and Client by their duly authorized representatives.
  2. COMPENSATION: Panatech’s primary asset is its time and knowledge. Unless stated in a written, fixed-price proposal, all time spent by Panatech with the Client is billable. This includes 1-way travel time for Clients under maintenance contracts, and round-trip travel time otherwise. Except as stated otherwise under contractual Protection Plans, the on-site minimums are 2.5 hours for maintenance contract Clients, 3.0 hours otherwise. Standard working hours are Monday through Friday from 8am to 6pm. Time-and-a-quarter rates apply for work performed within 1 hour of these standard times, and time-anda-half applies otherwise on business days. Double Time on weekends and holidays. Covered (Non-billable) work becomes billable outside of the Standard Working Hours.
  3. BACKUPS: Backups of programs and data are always the responsibility of the Client. Client is responsible for testing and verification of backed up data, including its contents and accuracy.
  4. CLIENT DATA: Panatech does not assume any responsibility for the integrity of Client data, regardless of any hardware or software maintenance contracts in effect, or programs written regarding backup
  5. INTELLECTUAL PROPERTY: Panatech retains all rights to the intellectual property of its custom software. In addition, Panatech may leave certain software (editors, utilities, libraries, etc.) on the Client hardware, which nonetheless remain the exclusive property of Panatech. Certain methodologies and operations may be regarded as trade secrets and will not be divulged to the Client.
  6. INTERCOMPATIBILITY: Panatech makes no claims or guarantees about the compatibility or functionality of hardware or software components. Time spent in an attempt to get any of Client’s hardware or software to work with any other hardware or software is billable. Even if covered by Maintenance Contract, installation and configuration of software is not included (unless explicitly stated otherwise).
  7. ELECTRICAL POWER AND ENVIRONMENT: Client has must for provide clean, reliable power to their computers, as well as a clean environment (e.g., free from static, dust, dirt, vibration, animal or insect infestation, etc.). This usually requires a battery UPS on the server and active line conditioners on the workstations. Client must ensure that all electrical outlets are fully grounded.
  8. PAYMENT TERMS: Client shall pay the amount invoiced, when due, time being of the essence. Unless otherwise specified, payment terms are Net 15 Days. A service charge of 1.5% per month, but not to exceed the highest amount lawfully allowed by contract in this state, shall be made on all sums which have not been paid within 60 days from invoice date. Client agrees to promptly pay any such service charges. Any claim by Client of inadequate performance or service related to said invoice must be presented in writing to Panatech within 30 days of invoice.
  9. SECURITY INTEREST: Client hereby grants Panatech a security interest and lien in and to the goods delivered to Client as security for the repayment of the purchase price hereof. Client agrees that, upon Panatech’s request, Client shall execute and deliver financing statements covering such goods and that Panatech may file such financing statements in any appropriate governmental office. Should Client fail to execute said financing statement promptly upon request, Panatech is granted a power of attorney to execute and file such financing statements on behalf of Client.
  10. LIMITATION OF LIABILITIES: In no event shall Panatech be liable for more than the amounts paid to us by Client for services rendered relevant to the complaint, in the 12 months preceding the complaint.
  11. PERSONAL: Panatech’s Errors and Omission Insurance policy is strictly limited to commercial services, as defined in our Protection Plan.. Therefore, we cannot provide even ‘good will’ advice or assistance not directly contracted with Panatech, notably individuals that we would otherwise be happy to ‘do a favor’ for. Even ‘suggestions’ or ‘recommendations’ would constitute ‘support’, and a violation of our policy.
  12. COVENANT NOT TO COMPETE: Under no circumstances may the Client contract or deal with any of Panatech’s employees or independent contractors, for one year from the date of separation of any employee or contractor from Panatech. Violations are punishable by a fee of $75,000.00.
  13. WARRANTIES: Panatech assigns its rights to Client under any warranty agreements covering the hardware and software which may exist between Panatech and its suppliers. CLIENT RECOGNIZES THAT ALL HARDWARE AND SOFTWARE IS SOLD AS IS AND THAT ALL HARDWARE & SOFTWARE IS SOLD WITHOUT WARRANTY OF ANY KIND - EXPRESSED OR IMPLIED - INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THAT PANATECH IS NOT RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ECONOMIC LOSS ARISING OUT OF OR RELATED TO HARDWARE, SOFTWARE, CUSTOMIZATION OR TRAINING PROVIDED. CLIENT RECOGNIZES THEIR RESPONSIBILITY TO TEST ALL PROGRAMS BEFORE RELYING ON THEM.
  14. ATTORNEY FEES: If it is necessary for Panatech to institute legal proceedings against Client to enforce the terms of this contract, Panatech shall be entitled to recover from Client its reasonable attorney’s fees plus all other legal and court costs.
  15. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Illinois. In action or suit to enforce any right or remedy under this agreement or to interpret any provision of this Agreement.