Master Services Agreement

Master Services Agreement

This agreement is made as of ____________, by and between ________(“Client”) and Magnolias International Inc. dba We Build Databases (“Consultant”).

Recital

A. Client desires to retain the services of Consultant for their technology initiative and Consultant is willing to perform the services called for upon the terms and conditions set
forth in this agreement.

NOW THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter entered into, the parties agree as follows:

1. Terms of Agreement

The engagement shall commence as of ___________________ and shall continue to and including up to twelve (12) months from commencement.

This Agreement can be extended by mutual consent of the parties hereto upon the same terms and conditions for a period of time as agreed upon by the parties.

2. Duties

Consultant shall provide technical architecture, project management, database development, software development, software integration, quality assurance, and design services to Client. Consultant will provide application-level training for the Client’s internal users but will not perform code level review with the Client or any 3rd party.

3. Time Requirements

Consultant agrees to furnish Client with services as required by Client and as mutually agreed upon in advance by the parties hereto.

4. Compensation and Terms

Client shall pay Consultant the sum of hours based on the hourly rate for services performed.

Rate Schedule; 95$ Blended Hourly Rate

Consultant shall present invoices to Client on the 1st of each month for actual services performed. Invoices will be sent via email / mail and are due within 15 days of the invoice date. A late fee of 1.5% will be applied to all outstanding invoices aged 30 + days.

5. Expenses

Client shall pay all expenses reasonably incurred by Consultant in the course of performing services under this Agreement, as mutually agreed upon in advance by the parties hereto. Expenses such as 3rd party software acquisition, hosting services, stock images, and travel expenses incurred while performing services directly for the Client will be invoiced on the 1st depending upon when the expenses occurred.

6. Deposit for Fees

Client will pay to Consultant an initial deposit of 50% ofto be received by Consultant on or before the inception of the work engagement. The initial deposit will be applied against the fees incurred by the Client. If there is a Client balance upon completion; we will remit a credit payment (by check) within 5 business days to the Clients billing address noted in this agreement. The initial deposit is 100% refundable if Client chooses not to proceed.

7. Confidentiality

Consultant shall treat as confidential and shall not disclose or use for the benefit of any person other than the Client any and all information made available or disclosed to Consultant as a result of or related to the Technical Services Agreement; provided, however Consultant shall have no obligation hereunder as to any portion of such information which is disclosed by Client to others without any restriction on use and disclosure.

8. Rights and Licenses

(a) Consultant hereby grants to Client, and Client hereby accepts the entire right, title, and interest of Consultant in and to any software, documentation, and information first produced or created by or for Consultant as a result of the performance of work or the rendition of services under the Technical Services Agreement.

(b) Consultant hereby grants to Client, and Client hereby accepts, an unlimited, unrestricted, royalty-free, fully paid, worldwide and nonexclusive license to any software, documentation, and information not first produced or created by or for Consultant as a result of the performance of work or the rendition of services under this agreement, but included in said work or services, provided Consultant holds copyright to said software, documentation, or information.

9. Relationship

Consultant is retained by Client solely for the purposes and to the extent set forth in this Agreement, and Consultant’s relationship to Client shall during the terms of this Agreement be that of an independent contractor.

10. Waiver, Modification, or Cancellation

Any waiver, alteration, or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties. If the client deems they wish to no longer employ our services, we require a written request be submitted via US mail and sent to: We Build Databases, 7383 26 Mile Road, Washington, MI 48094. Upon receiving this request we will confirm with this request with the client, stop all work, return any materials, and deliver our custom created materials as they stand upon notification of cancellation. The client is responsible for all hours accrued up to the point of cancellation.

11. Assignment

Any attempt to assign or transfer any rights, duties, or obligations herein shall render such attempted assignment or transfer null and void.

12. Liability

In no event shall Consultant be liable for any damages arising from the use of the software developed under the terms of this Master Services Agreement.

13. Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the State of New York.