Master Service Agreement

Consultant has a background in Strategic Development, Zoho Products, SAAS, Sales and Business Consulting and is willing to provide services to Client based on this background. Notwithstanding anything contained herein, Client remains responsible for all of their business decisions. Client desires to have services provided by Consultant. Therefore, for good and valuable consideration, the receipt and sufficiency hereby acknowledged, the parties agree as follows:

DESCRIPTION OF SERVICES. Consultant will assist Client with a variety of objectives and deliverables pertaining to business consulting, software development and software configuration (“Services”).

SCOPE OF WORK. Consultant will execute the deliverables outlined in the section named “Scope of Work” above, hereafter referred to as SOW. Subsequent SOWs may be agreed upon in writing which shall be governed by the rates, terms and conditions in this Agreement unless otherwise amended. by the Parties. Client may request changes to an SOW through a written change order which may be subject to additional charges.

ONGOING SUPPORT REQUESTS. Client authorizes the performance of the Services described. If Services will take more than Client’s specified maximum, a new/revised SOW will be provided for Client’s approval before such work will begin. Client will either fund a prepaid retainer or keep a credit card on file for all authorized ongoing support charges. Support requests will be handled in the order received by Consultant and prioritized in consideration of current project deliverables being handled by Consultant.

PERFORMANCE OF SERVICES. The manner in which the Services are to be performed shall be determined solely by Consultant; provided, however, Consultant will perform such Services in a diligent and workmanlike manner and in accordance with industry standards and the agreed-upon schedule, if any. Once the completed work has been delivered to Client, Client has fourteen (14) business days from receipt of the completed work to identify any bugs or tweaks to the system. Consultant will fix any bugs that were identified in writing to Consultant within the 2 week review period at no additional cost so long as the cause of the bug was due to an error made by Consultant. If the error was caused by changes/updates made by platforms, servers, themes or Client changes, lapses in licenses (which were not the responsibility of Consultant) and similar events, then any additional time spend by Consultant to repair and/or fix will be billed per the rates in this Agreement.

TIMELINE. Any agreed upon deliverable dates are void if any of the following conditions occur: (i) Consultant does not receive necessary information from Client (or agents and/or contractors acting upon Client’s behalf) on an agreed -upon time frame.; (ii) the platforms Consultant is working on have bugs, downtime or extenuating circumstances outside the control of Consultant; and/or (iii) Client does not meet payment due dates on invoices, or retainer balances run to $0.
Rates and Payment.

Client agrees to the pricing set forth in the Scope of Work. For Fixed Bid Quotes, Client will pay 50% deposit, 40% upon substantial completion (as determined by the parties and/or the SOW) and 10% upon acceptance by Client. For hourly work Client will fund a pre-paid retainer (“Retainer”) based on a good faith estimate of the potential changes are agreed to by the parties. Any and all Retainer balances (updated biweekly) will be reflected through the Client’s accounting portal at all times during the Agreement. Retainer balances will roll over on an annual basis for up to two years from the initial deposit. Any additional requests for Services made by the Client shall be subject to the rates in this Agreement. Time will be tracked in 15-minute increments. A cancellation of a request must be made in writing to Any time spent on the request is billable. In the case that Catalyst Group has developed pre built functionality for a requested feature, Catalyst Group will advise Client of the pre-built functionality feature and the cost to Client. Client acknowledges that Catalyst Group may bill Client for the pre-built code/functionality on a fixed price basis as agreed to by the parties. The Catalyst Group Accounting department may grant payment and credit terms on a case by case basis. All Invoices are due Net 30. A late fee of 10% will be imposed after 30 days on any past due amount.

Non Payment. In the event of client Non-Payment, Consultant reserves the right to deactivate code, programs or services provided that have not been paid for.
TERM/TERMINATION. This Agreement shall begin on the date of execution of this Agreement and terminate at the end of the review period (which is mutually agreed by the parties) provided that all payments have been made. Either party may terminate this Agreement in writing with ten (10) days’ notice. The Client may terminate this Agreement in the event of the Consultant’s breach of any of the terms and conditions and is unable to cure the breach within ten (10) business days from the date of notification of such breach. In the event of termination of this Agreement by the Parties, the Consultant shall reimburse the Client for the unused period of Services on a pro rate basis.

CONFIDENTIALITY. The Consultant and its representatives, employees, contractors, officers, agents etc agree to hold and maintain any confidential information that may be provided by the Client in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the performance of the Services under this Agreement. The obligations of confidentiality shall survive the termination or expiry of this Agreement.
INTELLECTUAL PROPERTY RIGHTS. The Client acknowledges that the Services provided under this Agreement are routine business process automation services. Due to the nature of common business best practices and the vast library of code base that consultant maintains, Consultant retains ownership rights to any software created/developed, source code, object code, enhancements and modifications, workflows, and documentation related to computer programs and files. Consultant provides a perpetual, royalty free license to use the services and software provided by Consultant for their business, unless such service is a SAAS product offering that the client subscribes to in which case the licenses fees and Terms of Use for that product will be applicable. Client may not reproduce or sell or license to third parties Consultant-provided software or source code. All proprietary software, source code and workflows developed for the sole benefit and ownership by the Client will be detailed in a separate software development work-for-hire agreement.

INDEMNITY. The Parties hereby covenant and agree to indemnify, defend and hold each other harmless from and against any and all liabilities, damages, cost and expenses (including reasonably outside attorneys’ fees) arising out of or resulting from any third party claim, action or other proceeding (including any proceeding by any of the Parties employees, agents or contractors), based upon: (i) the conduct of a Part’s business or the performance of a Party’s obligations hereunder; (ii) any act or omission of a Party or any of its employees, agents, or representatives as it relates to this Agreement; (iii) a Party’s failure to comply with any applicable federal, state or local laws, ordinances, regulations and orders applicable to its obligations within this Agreement. Specifically, Client agrees to indemnify Catalyst Group from any liability related to all third-party contracts or merchant contracts entered into by Client and merchants and/or third parties.

LIMITATION OF LIABILITY. In no event shall the Consultant be liable to the Client for any indirect, special, incidental, exemplary, punitive or consequential damages (including for the indirect loss of profit or revenue) arising out of or in connection with this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence or tort) even if advised of the possibility of such damages and notwithstanding the essential purpose of any remedy. In no event shall the Consultant’s aggregate liability for any and all claims arising out of or in connection with this Agreement exceed the total amount paid by the Client to the Consultant under this Agreement/ respective SOW.

RELATIONSHIP OF PARTIES. It is understood by the Parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Consultant is not an attorney, nor licensed to practice law. Discussions can skirt legal issues and should be interpreted as opinions, or things to consider. If legal advice is desired, consult an attorney. Consultant is not a CPA, nor a Tax Professional. Discussions can and do involve accounting and presentation of financial results and projections. When tax advice is requested, contact a CPA or Tax professional. Client maintains control of all its business decisions and should reject advice that they do not agree with even if provided by Consultant. Consultant cannot control future events, therefore cannot be responsible for long term outcomes of business or growth strategies.

EMPLOYEES. Consultant’s employees and/ or contractors, if any, who perform Services for Client under this Agreement shall also be bound by the provisions of this Agreement.
NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered by certified mail or email with confirmed receipt.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended only in a writing signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Arizona and the courts in the State of Arizona shall have the exclusive jurisdiction with respect to any matters arising under this Agreement.