| 1.0 Term & Escalation |
• Initial Term: 3 Years (unless otherwise specified in approved proposal).
• Annual Escalation: 3% increase applied annually to monthly service fees.
• Renewal Terms: Automatically renews for successive 12-month terms.
• Renewal Escalation: Up to 7% increase on each yearly anniversary.
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| 2.0 Termination & Cancellation Fees |
• Immediate Termination: Bankruptcy, receivership, or assignment for benefit of creditors.
• Breach Termination: 30 days' advance written cure notice.
• Discretionary Termination: Requires 90 days' advance written notice.
• Managed Support Early Cancellation Fee (First 24 Months): 80% of monthly fee multiplied by 24 months minus cumulative fees paid to date.
• After 24 Months: No cancellation fee for standard Managed Support.
• Subscription & Cloud Backup: Requires 90 days' notice prior to renewal date; early termination incurs 100% of remaining monthly fees to cover upfront vendor commitments.
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| 3.0 Invoicing & Payment Terms |
• Project-based services invoiced upon project commencement.
• Monthly recurring services invoiced on the 1st of each calendar month.
• Payment Due Date: Net 15 Days from invoice date (subject to credit approval).
• Past Due Interest: 1.5% per month (18% per annum) or legal maximum + legal and collection costs.
• Default Remedy: Right to immediately suspend services and hardware shipments upon non-payment.
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| 4.0 Confidential Information |
• Mutual non-disclosure of trade secrets, proprietary architectures, and customer data.
• Mandatory return or certified destruction of confidential materials within 5 days of demand.
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| 5.0 Intellectual Property |
• Custom and Info Solutions reserve all ownership, title, and IP rights in provided software licenses, architectural blueprints, and engineering artifacts.
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| 6.0 Warranty & Liability Limits |
• Services provided “AS IS” with standard manufacturer warranties passed through.
• Aggregate Liability Cap: Capped at total fees paid by Client during the preceding TWO (2) MONTHS immediately prior to the event.
• Consequential Damages: Expressly excludes lost profits, lost data, business interruption, or punitive damages.
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| 7.0 Indemnification |
• Client indemnifies Custom against third-party claims arising from client software misuse, data infringement, or failure to pay applicable sales/services taxes.
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| 8.0 Non-Solicitation |
• 1-Year post-termination restriction on soliciting or hiring Custom/Info Solutions engineering employees.
• Liquidated Damages: Hiring party must pay TWICE (2x) the employee's total annual compensation.
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| 9.0 Governing Law & Jury Waiver |
• Governing Law & Forum: State of New York.
• JURY TRIAL WAIVER: BOTH PARTIES EXPRESSLY WAIVE RIGHT TO TRIAL BY JURY.
• Force Majeure: Excuses performance failures caused by acts of God, strikes, government mandates, or global supply chain disruptions.
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