Charidy Master Services Agreement

This agreement sets forth the terms and conditions under which Amtech Consulting Group will perform software development or business related services or any other services to be referred to as SERVICES, for the client.  Therefore, the two parties, Amtech Consulting Group and CLIENT, agree to the following:

WITNESSETH:

WHEREAS, Amtech has the development capacity to design, implement and maintain software products provided as a hosted service solution.

WHEREAS, CLIENT desires to utilize said development capacity.

WHEREAS, Amtech desires to assist in the production of certain hosted software products pursuant to the CLIENT’s specifications;

WHEREAS, Amtech has developed and possesses certain computer technology with reference to software development (which together with all future developments thereof is collectively called “Amtech Consulting Group Technology”),

WHEREAS, subject to the conditions and terms contained herein, Amtech is willing and desirous to grant to CLIENT, and CLIENT desires to obtain from Amtech a non-exclusive, non-assignable, non-transferable, license for the use of the Amtech Consulting Group Technology.

NOW, THEREFORE, for Amtech and CLIENT stipulate and agree as follows:

1. Charges and payment for SERVICES.
   1. Client shall pay for all time expended by Amtech Consulting Group and reimburse Amtech Consulting Group for all expenses incurred by Amtech Consulting Group personnel in performing any SERVICES on behalf of the client. CLIENT will be provided with a detailed invoice for SERVICES and expenses.  The rates and payment schedule shall be as set forth in the Charidy.com & Amtech Consulting Group Agreement located online HERE.  CLIENT shall pay all taxes required presently or in the future as a result of this AGREEMENT, exclusively of Amtech Consulting Groups income taxes resulting from the CLIENT payment for SERVICES.
2. Work Orders. All SERVICES work shall be detailed and priced in a Work Order Agreement. Any and all Work Order Agreements must be signed by the CLIENT and Amtech Consulting Group prior to any SERVICES being performed. For changes to this Work Order to be valid, both parties must agree in writing to the change. We will prepare a written description of the agreed change (called a “Work Order Change Request”) which both parties must sign.
3. Acceptance of Work. Amtech shall advise CUSTOMER in writing or via email that it has completed its testing program and shall submit the SERVICES to CLIENT for independent testing. CLIENT shall evaluate the Delivered Product and shall submit a written acceptance or rejection of same within ten (10) days of its submission for consideration. In the event that CLIENT does not issue a written acceptance or rejection within the ten (10) day period described herein, then CLIENT’s silence shall be considered acceptance for purposes of accepting the SERVICES under this Agreement.
4. Exclusivity
   1. A Do-Not-Solicit List (“DNSL”) of direct competitors will be provided to Amtech by CLIENT.
   2. The DNSL must be provided to AMTECH within 10 days of the execution this agreement.
   3. Amtech Consulting Group agrees to refrain from selling or marketing the service described above to the direct competitors on the DNSL for the duration of this agreement.
5. Minimum Revenue Commitment
   1. CLIENT agrees to generate a minimum of $500 per month resulting from the telephony feature provided by Amtech. In the event this minimum is not met, Charidy agrees to pay the difference between that months billed amount and $500.
6. Marketing and promotion of service.
   1. CLIENT agrees to proactively educate and present the Telephony Based Payment Processing Feature as described in the Charidy.com & Amtech Consulting Agreement to all charidy.com sales reps and future clients as well as add it as an available feature on the charidy.com website and any other available product literature.
   2. Charidy agrees to email their existing clients announcing the arrival of the new telephony feature.
   3. Charidy agrees to reasonably include this feature in future communications with their existing clients.
   4. Charidy agrees to update the client campaign page to prominently display the campaign dial-in number.
7. Initial Ramp Up Period
   1. CLIENT and AMTECH agree to revisit the overall progress of the telephony feature and agree to revisit the terms of our agreement in 6 months from the date this agreement is executed.
8. Code Ownership. AMTECH owns, all of the proprietary software in object code form and all modifications or additions to such code (hereinafter collectively called “Proprietary Code”) as is incorporated at any time in the Amtech Consulting Group Technology as part of a AMTECH Build or development project. The Proprietary Code may be expanded upon during the Term of this Agreement and shall remain under the exclusive ownership and control of AMTECH. CLIENT acknowledges that it has no right, title or interest in or unto the Proprietary Code. By execution hereof, CLIENT acknowledges and agrees that all property rights to the Proprietary Code shall remain the exclusive property of AMTECH, and to the extent possible under applicable law.
9. Initial Launch Period. After the 10-day testing window referenced above, Amtech will commence the monthly maintenance fees, if applicable and detailed in the Charidy.com & Amtech Consulting Group Agreement. During said testing period, CLIENT will utilize this time to provide feedback concerning any feature or functionality originally included in the Work Order Agreement that is not working as specified. Amtech will address these issues in a timely manner at no additional fee.
10. Maintenance and Support. The following maintenance and support are covered by this agreement;
    1. Telephone Support, Email support
       1. Response times are usually within 4 hours of receipt of trouble ticket but normally sooner.
    2. Exclusions:
       1. Maintenance and support does not cover any onsite visits or any of the CLIENT’s computers or local network or any other equipment or devices provided by a 3rd party. Onsite visits will be billed at the rate agreed upon at the time such service is needed.
11. Service Interruptions. A Service Interruption means any interruption of service related to any service directly provided by Amtech Consulting Group excluding any service or device provided to the CLIENT by a 3rd party provider.
    1. An interruption period begins when CLIENT reports a service to be interrupted through the opening of a trouble ticket. An interruption period ends when the service is operative.
    2. For calculating credit allowances, every month is considered to have 30 days. A credit allowance is applied on a pro rata basis against only the monthly recurring charges for the affected service and is dependent upon the length of the interruption.
    3. A credit allowance will be given for interruptions of 30 minutes or more, upon written request of the Customer no later than ten (10) business days after the occurrence of the outage to Amtech Consulting Group.
    4. Credits will be calculated as follows:
       1. Interruption lasting less than 24 hours
       2. 1/30th of the monthly recurring charge if it is the first interruption in the same billing period
       3. 2/30th of the monthly recurring charge if there was a previous interruption lasting more than 24 hrs in the same billing period
    5. Two or more interruptions occurring within the same 24 hr period will be counted as one interruption.
    6. Maximum Credit
       1. In no event may the credits provided for hereunder (either individually or on a cumulative basis) in any billing period exceed the total monthly recurring charges for that period for the service. The credits set forth in this Agreement shall be AMTECHS’s sole liability and Customer’s sole remedy in the event of any interruption and under no circumstance shall an interruption be deemed a breach of the Agreement.
12. Confidential Information. Amtech Consulting Group recognizes that confidential business materials of CLIENT may be disclosed to Amtech Consulting Group employees during the performance of the SERVICES. Amtech Consulting Group shall protect the confidentially of such materials, marked by CLIENT as confidential, to the same degree that Amtech Consulting Group protects the confidentially of its own confidential records.  Amtech Consulting Group shall have no obligation with respect to information in the public domain or information acquired from sources other than CLIENT.
13. Termination or Interruption. Amtech Consulting Group and CLIENT may terminate or interrupt the performance of SERVICES under the Engagement Agreement by providing at least 30 days written notice of termination or interruption. CLIENT’s obligations to make payments pursuant to this AGREEMENT shall survive any termination of this AGREEMENT.
14. Limitation of Liability. Amtech Consulting Group shall have no liability for delays in performing SERVICES to the extent such delays are caused by CLIENT or by conditions or events outside the control of Amtech Consulting Group. Amtech Consulting Group’s liability to CLIENT hereunder, regardless of the form of action, shall not exceed the total amount paid for SERVICES. CLIENT’s exclusive remedy for any claims against Amtech Consulting Group arising out of or in connection with this AGREEMENT shall be actual damages up to the limitations in the preceding sentence. Amtech Consulting Group will not be liable for any lost profits or other consequential damages, nor for any claim or demand against the CLIENT by any other party. In no event will Amtech Consulting Group be liable for consequential damages even if Amtech Consulting Group has been advised of the possibility of such damages.
15. Indemnification.
    1. CLIENT hereby indemnifies Amtech and holds Amtech harmless and defends Amtech from and against any and all claims, suits, losses, liabilities,  causes of action,  damages and costs (including reasonable attorneys’ fees), or the settlement or avoidance thereof, arising out of any breach of CLIENT’s representations and warranties or breach of this Agreement.
       Amtech Consulting Group DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
16. Governing Law. This AGREEMENT shall be construed and governed under the laws of the state of New Jersey.
17. Agreement Validation. All of the parties to this agreement hereby admit and confess (with the same effect as if verified by the testimony of 100 valid and consistent witnesses) that all of the obligations and covenants set out in this Agreement, were effected and finalized concurrently herewith according to Jewish Law by formal Kinyan Agav Sudar, and were stated and intended to be effective immediately, all in full accordance with all requisite procedures set out in the Code of Jewish Law (the “Code”) and with use of a valid Sudar. The kinyan was made in a duly constituted Jewish Court of Law in accordance with each of the varying procedures required by all of the various Jewish Halachic authorities, so that all Jewish Halachic authorities deem the terms, obligations and covenants valid, without any Asmachta (as defined in the Code) claim of invalidation and without any other claim of invalidation. In addition, the conditions referred to in this Agreement are and were all set in the manner used by Bnei Gad and Bnei Reuven and in accordance with all other requirements that are set out in the Code for the valid and binding setting of conditions. The Parties accept as conclusive and binding the position of any Jewish Halachic authority, even if in the minority or otherwise not generally accepted, that most broadly supports the validity and enforceability of this Agreement its implied intent. The parties, irrevocably and without time limit, invalidate and disqualify any witness or judge who testifies or rules, or seeks to testify or rule that any provision of this Agreement that either party seeks to enforce, is void or unenforceable, in whole or in part, by reason of any defense, counterclaim or otherwise. The Parties are agreeing to all provisions of this Agreement knowingly and willingly and without duress or pressure. The Parties, irrevocably and without time limit, void any declaration of disclaimer (including any declaration of disclaimer that purports to disclaim the voiding effect of this paragraph, ad infinitum) that they may ever have made regarding this Agreement, and they represent and warrant that they did not make or purport to make any such declaration of disclaimer. The Parties hereby irrevocably void and waive any defense or counterclaim that could void or impair or in any way limit the validity and enforceability of this Agreement. This Agreement is intended to be, and is, binding, consistent with the binding nature of all agreements, documents, obligations and acquisitions that are properly effected in a Jewish Court of Law in accordance with the laws and rules established by Rabbinical authorities. THIS IS ALL VALID AND IN GOOD STANDING.
18. Dispute Resolution. All disputes that may arise regarding or associated with this Agreement, shall be resolved and established exclusively by binding arbitration at the Maysharim Rabbinical Court of Lakewood, New Jersey. Judgment rendered by the aforesaid authority may be entered into any Court having jurisdiction thereof.

CLIENT acknowledges that CLIENT has read this AGREEMENT, and any Engagement Agreements attached thereto, and further agrees that the AGREEMENT and the Engagement Agreements thereto are the complete and exclusive statement of the parties and supersede all prior proposals, understandings, and agreements, oral or written, between the parties relating to the subject matter hereof., and CLIENT agrees to be bound to its conditions, terms and stipulations.