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support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
LANSAFE SYSTEMS, INC.
MASTER SERVICES AGREEMENT
For
(Client®)
12/2005
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
The parties to this agreement are the following:
Network Security Consultant:
LanSafe Systems, Inc., Texas: (“LANSAFE”)
www.lansafe.com
PO Box 697
Montgomery, TX 77356
Client: Client (“Client”)
www.Client.net
3209 Wood Drive
Garland, TX 75041
Master Services Agreement (Monthly Maintenance Service):
This Agreement acts as a Master Services Agreement (MSA). All Statements of Work, additional hours approved,
or additional hours added to the Monthly Agreement Service will simply be attached as an addendum to this
agreement.
SCOPE: The consultant(s) (“LANSAFE”) will consult with, analyze, design, implement and configure with some or
all of the software (s), hardware(s), and/or network infrastructure in the following as agreed on of matters under the
supervision of CLIENT:
Implementation/Configuration and administration of all Microsoft workstations and Microsoft Servers.
Consultation and continued support of Entire Network including LAN, WAN, and all branch offices.
Consultation and/or Configuration with Firewall /Security.
Internet / Messaging Content Filtering
Anti-Virus Management
Printer Connectivity
Backup Systems
Administration of all updates (includes latest patches upgrades, etc.)
Remote VPN or Terminal Entry to network(s)
LANSAFE Responsibilities:
(a) LANSAFE will be responsible for work done by LanSafe employee and/ or Agreementors assigned to
statements of work.
(b)LANSAFE will not be liable for any work done outside of the Scope of this Agreement that will directly or
indirectly affect the above work in any way, such as: functionality, performance, loss of revenue, etc.). All work
done on the Entire Network, including but not limited to, Servers, Workstations/laptops, hardware/ software, or
server(s) upon which these software’s are installed need to be brought to LANSAFE’s attention and allow
LANSAFE to consult with any issues that may arise from said actions.
(c) LANSAFE, to its best ability virus sweep the network and clients, manage and update as needed Anti-Virus
Network management. LANSAFE is not responsible for any virus or virus like infection, or loss of data due to a
virus infection that may have infected any of the client’s computer systems, servers or AS400, etc.
CLIENT Responsibilities:
(a) CLIENT agrees to provide reasonable work space, administrative support, computer facilities and
other support, each as may be described more particularly in a Task Order, which are necessary to
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
perform the Services under a Task Order. CLIENT agrees to perform in a timely fashion those tasks
and provide the personnel agreed to by the parties and set forth in a Task Order.
(b) CLIENT personnel assigned to work on matters related to this engagement will be qualified for the
tasks for which they are assigned and let LanSafe know via email, fax, or written letter prior to
another personnel or consultant working on any part of the network. This will assure LanSafe that
if another party (internal or external) work on related matters to the network or on the network, then
LanSafe can have copies of all work being done with detailed description of work to place in our
files and the client “Network Book”.
(c) CLIENT is solely responsible for the evaluation, selection, installation, implementation,
compatibility, use and performance of and results obtained from any hardware, systems software,
utility software, security software, telecommunication equipment or software and applications
software used in connection with the services contemplated by this Agreement, unless (and only to
the extent) otherwise expressly agreed in a particular Task Order. Except as expressly provided in a
particular Task Order, CLIENT and/or the third party vendors of the software packages selected for
use by CLIENT are responsible for the installation, acceptance and performance of the selected
software packages. LANSAFE will help with such responsibilities of compatibility and standards of
industry.
(d) Should CLIENT fail to perform any of its obligations under this Agreement or a Task Order,
LANSAFE shall not be responsible for any delay, cost increase or other consequences due to such
failure, and CLIENT shall reimburse LANSAFE for any costs or expenses incurred due to such
failure, including but not limited to payment at LANSAFE’s standard professional fee billing rates
for the personnel that must be kept available during any delay caused by CLIENT’s non-
performance. LANSAFE will use reasonable efforts to mitigate such costs or expenses. Any
LANSAFE deadline that is affected by any CLIENT default shall be extended by an amount of time
equal to the length of such failure plus an additional period of time, if reasonably necessary, to
compensate for such default.
Confidentiality:
(a) CLIENT agrees that LANSAFE’s proprietary methodologies (including without limitation its
System Management Methodology), templates, tool kits, software and tools; all of LANSAFE’s
ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes,
discoveries, improvements and proprietary data and programs; and other information identified as
proprietary or confidential by LANSAFE, which may be disclosed to CLIENT, are confidential and
proprietary information of LANSAFE (“LANSAFE Confidential Information”). LANSAFE agrees
that all financial, statistical and personnel data relating to CLIENT’s business, and other
information identified as proprietary or confidential by CLIENT, which may be disclosed to
LANSAFE, are confidential and proprietary information of CLIENT (“CLIENT Confidential
Information”). CLIENT Confidential Information and LANSAFE Confidential Information are
collectively referred to as “Confidential Information.” Any license agreement between the parties
as to a specific software product will take priority over this Agreement and will govern, CLIENT’s
confidentiality obligations regarding such product.
(b) LANSAFE and CLIENT each agree to: (i) use Confidential Information of the other party only for
the purposes of this Agreement and shall use reasonable measures to prevent the disclosure of such
Confidential Information to any third party, without the other party’s prior written consent, other
than to LANSAFE’s subAgreementors or each other’s employees on a need-to-know basis, (ii) take
measures that, in the aggregate, are no less protective than those measures it uses to protect the
confidentiality of its own comparable Confidential Information and (iii) take reasonable steps to
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
advise their employees (and, in the case of LANSAFE, its subAgreementors) of the confidential
nature of the Confidential
Information and of the prohibitions on copying or revealing such Confidential Information
contained herein. LANSAFE and CLIENT each agree to require that the other party’s Confidential
Information be kept in a reasonably secure location.
(c) Notwithstanding anything to the contrary contained in this Agreement, LANSAFE and CLIENT shall
not be obligated to treat as confidential and proprietary any information disclosed by the other party
(“the Disclosing Party”) which: (1) is rightfully known to the recipient prior to its disclosure by the
other party; (2) is generally known or easily ascertainable by nonparties of ordinary skill in computer or
process design or programming or in the business of CLIENT; (3) is released by the Disclosing Party to
any other person, firm or entity (including governmental agencies or bureaus) without restriction; (4) is
independently developed by the recipient without any reliance on Confidential Information of the other
party; or (5) is or later becomes publicly available or may be lawfully obtained by CLIENT or
LANSAFE from any nonparty.
(d) Neither CLIENT nor LANSAFE will be liable to the other for inadvertent or accidental disclosure of
Confidential Information if the disclosure occurs notwithstanding the party’s exercise of the same level
of protection and care that such party customarily uses in safeguarding its own proprietary and
confidential information.
Constraint to hire staff from Client or LANSAFE:
CLIENT nor LANSAFE will attempt to employee directly or indirectly any employee, contractor. or 3rd party
subcontractor associated with their respective companies. All employees, contractors, or any other staff or non staff
associated with LANSAFE are under contract with LANSAFE and are not allowed to entertain an offer of
employment or contract for hire from CLIENT or CLIENT Associates and visa-versa.
Construction:
In the event that any of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability shall not affect the other
provisions of this agreement, and shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein. If any of the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and
reducing it, so as to be enforceable to the extent compatible with the then applicable law.
LIMITATION OF LIABILITY
Limitation: LANSAFE’s total liability to CLIENT, its officers and employees for any claim arising under this
Agreement, or otherwise arising from the transactions contemplated under this Agreement, regardless of the form of
action (including, but not limited to, actions for breach of Agreement, negligence, strict liability, rescission and
breach of warranty) will not exceed the lesser of (a) the aggregate fees actually paid to LANSAFE for services only,
not products, during the one month timeframe within the year period preceding such claim of damages only, or (b)
the actual damages sustained by CLIENT.
No Consequential Damages. In no event shall LANSAFE be liable for any special, indirect or consequential
damages, including but not limited to, loss of revenues and loss of profits, even if LANSAFE has been advised of
the possibility of such damages.
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
TERMINATION
Term: This Agreement will commence on the Effective Date and unless terminated earlier in accordance with the
terms hereof, will continue in effect for a period of one (1) year (the “Term”), renewable by mutual written consent.
Immediate Termination By Either Party. Either party may terminate this Agreement immediately upon giving
notice in writing to the other party if such other party commits a material breach of this Agreement and shall have
failed to cure such breach within thirty(30) days of receipt of a request in writing from the notifying party to do so
GENERAL TERMS
Assignment: This Agreement shall not be assigned by either party without the written consent of the other party;
however, consent shall not be unreasonably withheld in the event that the party wishing to assign seeks assignment
to a successor corporation wholly owned by the assigning party, where such assignee corporation agrees in writing
to be fully bound by this Agreement. Any and all LanSafe EAZ Solutions products purchased by Client will
continue to be bought through LanSafe Systems, Inc.
Force Majeure: Except for the obligation to make payments, nonperformance of either party shall be excused to the
extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions,
failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-
performing party.
LANSAFE’s right or ability, whether during the term of this Agreement or at any time thereafter, to: (i) directly or
indirectly sell, license, use, promote, market, exploit, develop or otherwise deal in the Licensed LANSAFE Software
or any other product or service of any kind in the Territory or elsewhere; or (ii) enter into any business arrangement
of whatever nature or description, including without limitation arrangements similar to those contemplated in this
Agreement, with any other entity in the Territory or elsewhere.
Notices: Any notices given under this Agreement shall be deemed to be duly given if delivered by hand, sent via
facsimile transmission to such party’s facsimile telephone number set forth in this Agreement with receipt
confirmed, mailed by certified or registered mail with postage pre-paid, or sent via overnight delivery service with
delivery pre-paid as follows:
LANSAFE SYSTEMS, INC. CLIENT
www.lansafe.com www.client.net
PO BOX 697 3209 Wood Dr.
Montgomery, Texas 77356 Garland, Texas 75041
Fax:(214)292-8678 Fax:(469)429-9205
PH:(800)393-1068/ PH:(469)429-9000
972-467-6684
Attn: Cindy Goodrich Attn: Mike Chisum
cgoodrich@lansafe.com mchisum@client.net
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
Relationship Between the Parties: In all matters relating to this Agreement, CLIENT and LANSAFE shall act as
independent companies and/or Agreementor(s). Except as may be otherwise expressly permitted hereunder, neither
party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of
the other party, or to represent the other party as agent, employee, or in any other capacity. Neither party shall have
any obligation, expressed or implied, except as expressly set forth herein.
Dispute Resolution: The parties will attempt in good faith to resolve any controversy or claim arising out of or
relating to this Agreement by mediation in accordance with the Center for Public Resources Model Procedure for
Mediation of Business Disputes. If the matter has not been resolved pursuant to the aforesaid mediation procedure
within sixty (60) days of the commencement of such procedure (which period may be extended by mutual
agreement), or if either party will not participate in mediation, then either party may initiate litigation upon fifteen
(15) days' written notice to the other party.
Non-Solicitation of Employees: During the term of this Agreement, and thereafter, neither party shall solicit or
recruit employees/consultants/Agreementors from the other party without the other party’s express written consent.
Governing Law: This Agreement shall be governed by, construed and interpreted in accordance with the laws of the
State of California without reference to its conflict of locus principles. LANSAFE and CLIENT hereby consent to
the jurisdiction of the courts sitting in the State of Texas and waive any objection to such venue. This Agreement is
executed and performable in Collin County, Texas.
Entire Agreement; Headings; Counterparts: This Agreement constitutes the entire agreement and understanding
between the parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements and
undertakings between the parties. No addition to or modification of any provision of this Agreement shall be
binding upon the parties unless made by a written instrument signed by a duly authorized representative of each of
the parties. The headings to the sections of this Agreement are for ease of reference only and shall not affect the
interpretation or construction of this Agreement. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which shall be deemed to be an original instrument.
Partial Invalidity; Waiver: If any provision of this Agreement or the application thereof to any party or
circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and
enforceable to the extent permitted by applicable law. In such event the parties shall use their best efforts to replace
the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the
purposes intended under the invalid or unenforceable provision. Any deviation by either party from the terms and
conditions as is required to comply with applicable laws, rules and regulations shall not be considered a breach of
this Agreement. No failure of either party to exercise any power or right given to either party hereunder or to insist
upon strict compliance by either party with its obligations hereunder, and no custom or practice of the parties at
variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the
terms hereof.
Arbitration: If a dispute or claim shall arise with respect to any of the terms or provisions of this Agreement, or with
respect to the performance by either of the Parties under this Agreement, then either party may, with notice as herein
provided, require that the dispute be submitted under the Commercial Arbitration Rules of the American Arbitration
Association in Dallas County, Texas.
In Witness Whereof, the parties have caused this Agreement to be executed by their respective duly authorized
representative as an instrument under seal effective as of the Effective Date.
LANSAFE SYSTEMS, INC. CLIENT
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
By:______________________ By: _________________________
Name: Cindy Goodrich Name: Mike Chisum
Title:
or
Name:
Title: Chief Executive Officer Title:
Date: _____________________ Date: ________________________
ATTACHED EXHIBITS:
EXHIBIT A — Monthly Agreement Service Agreement (MCSA) Agreement
EXHIBIT B — “Statement of Work” Template
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
“Attachment A”
MONTHLY AGREEMENT SERVICE AGREEMENT (MCSA)
This MCSA is a monthly Agreement service agreement which is an addendum to the MSA or Master Services
Agreement. This MCSA Agreement is intended to provide the client (CLIENT) a flat discounted rate (> 8 hours)
from a pool of highly trained and certified systems engineers/developers for a certain amount of time per month or a
minimum of 8 hours $1000 per month which can be split into (2) 4 hour days on specified days agreed upon
between Client and LanSafe and then on a per call basis (Break-Fix) at a rate of $90/hour. This also applies to
addendums for future projects.
Monthly Agreement Service Agreement is as follows:
Workdays Required:
_____________________________________________________________________________________________
_____________________________________________________________________________________________
_____________________________________________________________________________________________
Flat Monthly Discounted Fee (> 8hrs) ------ Minimum Hours (8)/month plus Break—Fix hours after at $90
per hour to be gone through point of contact and approved by :
POINT of CONTACT (Client): _______Mike Chisum_____________
_____________________________________________________________________________________________
Phone Support:
Phone Support is included with this agreement. The cost is only $30.00 every 30 minutes for phone support.
The public support line number for client to call is: 800-393-1068
Support Line: 972-467-6684
Holiday Exception:
If a holiday happens to fall on a __(Day Agreed on)_______, then the LanSafe consultant(s) and client will
determine an appropriate makeup day before or after the said holiday.
Hour(s) exception over the agreed hours per month:
If the consultant is at a point where he/she will need to exceed the hours for that week and/or month, the hourly rate
will be a flat discounted rate of $ 90 per hour.
Flexibility of hours: Client may have the flexibility to reorganize hours for that month.
Example: The Client may need to use all hours for that month in one week.
The client may do this, under the condition that the client gives an advance notice of at least 2 weeks in order for
LanSafe to allocate its resources to fit the client’s needs. If LanSafe has resources at the time of the request and
LanSafe is not given notice, LanSafe may allow resource to work under the clients request if the resource is
available, but is not bound to do so.
Supervision:
All work done by LanSafe for client will be done under the supervision of Client.
Immediate Contact:
___Chris Trent____ will be LanSafe’s immediate contact for statements of work.
___John Goodrich____ will be the decision maker and backup contact if ___Chris Trent___ is absent.
Statement of work:
All projects or work needed by CLIENT will need to be presented from Client to LanSafe in a “Statement of Work”
Form. See “Attachment B” for Project Statement of Work Template.
Client Initials:_________________________ Date:___________
support@lansafe.com
800-393-1068 : 972-467-6684
www.lansafe.com
MASTER SERVICES AGREEMENT
“Attachment B”
Project Statement of Work
Date Submitted:
Project Name:
Project Number:
Report Prepared By:
Description and Scope
Summary of Work Requested and Benefits
Major Deliverables/Key Events Anticipated
Date Event
Resource Requirements:
3.1 Detailed Plan for Human Resources Assignments
Person Role Time
3.2 Other Resources (Hardware, Software, Money, etc.)
Risks and Concerns:
Project Completion Criteria:
Outstanding Issues:
____________________________________ ______________________________________
Client. Representative LanSafe Systems Inc. Representative
____________ ____________
Date Date
Client Initials:_________________________ Date:___________
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