AIM Corporation

Service Agreement

 

Agreement, effective on the stated date in Item 14, Execution, between AIM Corporation, a Maryland Corporation located at 11508 Brandy Hall Lane, North Potomac, MD 20878, hereinafter referred to as AIM, and __________________ a ________________ Corporation located at ___________________________________, hereinafter referred to as Client.

 

 

WITHNESSETH:

 

WHEREAS, Client and AIM desire to enter into an agreement for the provision of Computer Services by AIM.

 

            Now, therefore, in consideration of the mutual promises herein, the parties hereto agree as follows:

 

1.      TERM.  The Client hereby retains AIM and AIM agrees to perform Information Technology (IT) services for the Client commencing the date set forth above and concluding as specified in the SERVICE REQUEST.  Termination of this agreement shall automatically occur upon completion of the period of performance.  Either party may terminate this agreement in advance of completion of the period of performance by giving written notice to the other.  Client understands and warrants that it shall be liable for all of AIM fees incurred up to the date of termination.

2.      SERVICE REQUEST.  AIM shall supply qualified IT personnel in accordance with the SERVICE REQUEST.  The SERVICE REQUEST is incorporated into this Agreement and presented in Attachment A.  Request for additional service shall be negotiated on an as required basis.  It shall be in writing and shall specify the level of effort, labor category, rate, period of performance, and any other pertinent factors for individual jobs.

3.      FEES

a.     LABOR.  Client shall reimburse AIM at the hourly rates specified on the SERVICE REQUEST.

b.     TRAVEL.  Client shall reimburse AIM for actual cost associated with non-local travel (outside Washington Metropolitan Area).

c.      MATERIAL.  Client shall reimburse AIM for actual costs of hardware and software.

4.      PAYMENT.  Payment. Payment shall be in response to invoices provided by AIM. Invoices shall be submitted as deemed necessary and charges calculated from outstanding billable hours charged to Client at the hourly rate set forth in the SERVICE REQUEST. Payment shall be due upon receipt of invoice, and is required before AIM continues with the performance of its services. AIM personnel working under this Agreement shall prepare timesheets on a daily basis depicting hours worked. A duly authorized representative of the Client shall initial the timesheets submitted by AIM after each workday certifying agreement with the time charged.

5.      NON-SOLICITATION OF PERSONNEL.  Neither Client not AIM shall actively engage in discussion nor solicit personnel of the other party for the purpose of employment (permanent or contractual) at their respective companies (or for client firms).  Notwithstanding the above, each party agrees to pay a fee of 20% of the first year’s salary for any personnel hired from the other party during the period of performance of this agreement and for a period of one year after its termination.

6.      NON-COMPETE.  AIM agrees that it will not directly solicit Client customers for any work related to information technology projects during the term of this agreement and for one year thereafter.  For the purpose of this agreement, the phrase “Client customers” shall mean any entity that the Client has tasked AIM’s personnel to support.

7.      ASSIGNMENT/MERGER.  This Agreement is not assignable by Client without the prior written consent of AIM.  Client and its assigns shall continue to be liable for all the terms and conditions in this agreement in the event Client is bought, sold, merged with another business entity, or declared bankrupt.

8.      WARRANTY DISCLAIMER.  There are no warranties, express or implied, not specified herein, respecting services performed or hardware or software installed under this Agreement.  Client shall be responsible for having defined requirements adequately or for selecting computer programs to achieve their intended results.  AIM shall not be responsible for the use of or results obtained from the computer program.  AIM does not warrant that the computer program will meet Client's requirements or that the operation of the computer program will be uninterrupted or error free, or that defects will be corrected.  AIM shall not be responsible for the backup of Client's data or computer programs unless specifically contracted to perform these tasks. AIM does not warrant the products of any third party manufacturer or licensor, which may be obtained or installed pursuant to the SERVICE REQUEST, and Client agrees to look only to such third party for any warranty claim relating thereto.  AIM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.      CONTINGENCIES.  AIM shall be excused from performance and shall not be liable for any delay in whole or in part, caused by the occurrence of any contingency beyond the reasonable control of AIM.  These contingencies include, without limitation, war, sabotage, insurrection, riot or other act of civil disobedience, act of public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof affecting the period of performance of the Agreement or otherwise, judicial action, labor dispute, accident, fire, explosion, flood, severe weather or other act of God.

10. WAIVERS.  In the event of any default by Client, AIM may decline to perform further services without in any way affecting its rights under this Agreement.  If AIM elects to continue to perform services, AIM’s actions shall not constitute a legal waiver of any default by Client or in any way affect AIM’s legal remedies for any such default.

11. DISPUTES.  Any dispute arising under this agreement shall be submitted to binding arbitration in accordance with the rules and procedures of the American Arbitration Association.  Such arbitration shall take place in the Washington metropolitan area.  Any questions of law shall be decided under the laws of the State of Maryland.  The other party upon settlement of the dispute shall reimburse the legal costs for the prevailing party.

12. COMPLETE AGREEMENT.  This agreement is the complete and exclusive understanding and statement of period of performance between the Client and AIM.  In the event any portion of this agreement is determined to be unenforceable, all other portions of the agreement shall survive.

13. MODIFICATION.  No modification of the agreement shall be binding unless agreed to in writing by duly authorized representatives of Client and AIM.

 

 

      14.                                                 EXECUTION

________________________________________________________________

 

IN WITNESS WHEREOF, the parties hereto have executed this agreement on ­­­­­­­­­­­­­­­­­­­­­­­­ ___________________, in the State of Maryland.

 

 

AIM Corporation                                             CLIENT

 

_________________________                       ______________________

Authorized Signature                                       Authorized Signature    

 

_________________________                       ______________________

Name and Title (Print/Type)                             Name and Title (Print/Type)

 

 

 

 

 

 

 

ATTACHMENT A

Scope of Work

TASK:                         AIM will supply qualified IT personnel to perform LAN/WAN support services for the Client, ________________, located in _____________.  It will report directly to _____________, and to any other party designated by __________________ in connection with the performance of the duties under this Agreement.

TERM:                        Item 1 of this Agreement is supplemented as follows:  This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for six months from the date of execution of this Agreement, or earlier upon completion of AIM’s work under this Agreement. This engagement may only be extended thereafter by mutual agreement, unless terminated in accordance with this Agreement. 

 

COMPENSATION:

FEES.  As full compensation for the services rendered pursuant to this Agreement, __________________ shall pay AIM at the hourly rate of _____________ ($__) dollars per hour.  Such compensation shall be payable in accordance with Item 4 (Payment) of this Agreement.

 

MATERIAL. Should AIM receive consent from _______________ to purchase hardware or software, ________________ will reimburse AIM for actual costs of items purchased when supplied with receipts.

WORK ORDER AND CHANGE REQUEST FORM: 

AIM will prepare work orders and change request forms as necessary and submit them to ____________________ for approval