Between PRIME IT Services &
PRIME IT, Services
5435 Wortser Ave,
Sherman Oaks, CA 91401
THIS AGREEMENT is entered this day of 2021.
1. 1.PRIME IT, LLC a body corporate duly registered and incorporated within the United States of
America, State of California (hereinafter called "the service provider" which expression shall where the
context so admits include its legal representatives and assigns) of One Part, and;
2. 2. whose physical address is in the
State of California (hereinafter referred to as “the client” which expression shall where the context so
admits include his/her directors/employees/agents/personal representatives and assigns) of the
A. The provider is a body corporate which provides IT management services to its clientele;
B. The client has agreed to procure the services listed hereunder from the service provider in
accordance with terms contained in this agreement.
The service provider shall provide the client with the following services:
a. Data-backup services to internal or external devices;
b. Third party software solutions upon the request of the client or on advisement of the
c. Data security services including installation of necessary software applications vis-à-vis
d. Cloud storage services;
e. Mobile phone synchronization to the computers; and
f. Any other service ancillary to or incidental to the above.
The client shall pay for the services invoiced under this Agreement in accordance with Price
Catalogue contained in Schedule I of this Agreement. Where the client has many computers, the
service provider and the client may agree on an aggregate sum to be paid on a monthly basis
for the relevant service.
As agreed computers will be managed at a monthly cost of $ .
Payment shall be due on or before the 4th day of every month.
The subscription to any of the services bulleted above shall run on a monthly basis. Whenever
the client wants to terminate this agreement, he shall give the service provider a 7-days’
notice prior to the termination. The service provider shall be at liberty to suspend or terminate
this agreement at any time for non-payment or hardship of performance of the services.
Each party expressly undertakes to protect and to preserve the confidentiality of all
information and know-how made available under or in connection with this Agreement, or the
parties’ activities that are either designated as being confidential or which, by the nature of
the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary
or confidential (collectively, the “Confidential Information”). Each party shall take reasonable
security precautions, at least as great as the precautions it takes to protect its own
confidential information but in any event using a commercially reasonable standard of care,
to keep confidential the Confidential Information. Neither party shall disclose Confidential
- To its employees, directors, officers, legal advisors, or auditors having a need to know such Confidential Information;
- In accordance with a judicial or other governmental order or when such disclosure is required by law,
provided that prior to such disclosure the receiving party shall provide the disclosing party with written
notice and shall comply with any protective order or equivalent; or
- In accordance with a regulatory audit or inquiry, without prior notice to the disclosing party, provided
that the receiving party shall obtain a confidentiality undertaking from the regulatory agency where possible.
|Neither party will make use of any Confidential Information except as expressly authorized in this Agreement or as agreed to orally or in writing between the parties. However, the receiving party shall have no obligation to maintain the confidentiality of information that:
- It received rightfully from another party prior to its receipt from the disclosing party;
- The disclosing party discloses generally without any obligation of confidentiality;
- Is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed the disclosing party; or
- Is independently developed by the receiving party without reliance upon or use of any Confidential Information.
|1.4 SECURITY OF DATA
The client bears the risk and any incidental cost related to the procurement, transportation
and transmission of data to the service provider. In the same vein, the service provider shall
bear the risk and loss associated with storage of data belonging to the client.
The service provider reserves the right, in its sole discretion, to make necessary unscheduled
deployments of changes, updates or enhancements to the Services at any time. The service
provider may add or remove functionalities or features, and may suspend or stop a particular
Service altogether. The service provider may modify this Agreement at any time upon thirty
(30) days’ written notice to Client. If Client wishes to terminate this Agreement as a result of
such modification, it may do so by sending written notice to the Service Provider prior to the
effective date of the modification. Failure to provide such notice will be deemed acceptance of the modified terms.
|1.6 ASSIGNMENT RIGHTS
No assignment may be made by either party in relation to the rights, obligations or benefits in
this Agreement without the written approval of the other party.
1.7 FORCE MAJEURE
In the event the Service Provider is unable to perform its obligations under the terms of this
Agreement because of acts of God, strikes, equipment or transmission failure or damage
reasonably beyond its control, or other causes reasonably beyond its control, it shall not be
liable for damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
Except as otherwise expressly provided in the Agreement, the technology, materials and
intellectual property rights provided by each party herein are provided on an “as is” basis
and each party expressly disclaims any and all warranties of any kind, express or implied,
including the warranties of design, merchantability, fitness for a particular purpose, noninfringement
of the intellectual property rights of third parties, or arising from a course of
dealing, usage or trade practices.
If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding,
such provision shall be severed and shall be inoperative, and the remainder of this
Agreement shall remain operative and binding on the P arties to this Agreement.
|1.10 APPLICABLE LAW
This Agreement shall be governed by, and construed in accordance with the laws of the State
of XXXXXXXX and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
1.11 INTENTION TO BE BOUND
Each of the parties hereto agrees and confirms for the purpose of the Law of Contract that it
has ex ecuted this agreement for lease with intention to bind itself to the contents herein.
IN WITNESS WHEREOF this agreement has been duly executed by the parties hereto on the day
and the year first hereinabove written.
|SIGNED BY THE:
THE SERVICE PROVIDER (PRIME IT)
Name of Director