General Terms and Conditions1. V2’s Commitment. V2 will perform its services in a commercially reasonable manner, as an independent contractor to Client, consistent with this GTAC and any separate contractual commitments from V2 to the Client. Separate contractual commitments between V2 and the Client that purport to modify this GTAC (e.g., setting a different Billing Rate) shall not be valid unless such contract is in writing and signed by the President of V2 with the expressly stated purpose of modifying this GTAC. 2. Billing Rates. The following Basic Billing Terms will apply to all labor and materials provided by V2 (except for labor or materials that are promised under a signed flat fee agreement or signed volume discount agreement between V2 and the Client): Standard Work. The hourly labor rate for all Standard Work (work that is not Emergency Break-Fix Work) shall be $200 per hour. Overtime Work. Normal operating hours are 9:00 am to 5:00 pm, Monday through Friday, not including Federal holidays. Any Work provided outside of these hours shall be charged at 1.5 times the hourly labor rate otherwise applicable (i.e. $300/hr if Standard Work). Emergency Break-Fix Work. The hourly labor rate for Emergency Break-Fix Work shall be $300 per hour. GTAC Changes. V2 reserves the right to modify or amend this GTAC, including published rates, at any time. V2 shall notify the Client of any such changes before Work is performed under the new terms. 3. Time Computation. Hourly labor will accrue for all Work performed by V2. The following shall also apply: Minimums. For any Work provided at the Client’s site or a cancellation of Work within 24 hours prior to a scheduled service call, there shall be a minimum charge of one (1.0) hour plus travel time. For Work performed from V2’s facilities (including phone help), there shall be a minimum charge of one-half (0.5) hour. In all other instances, labor is billed in six minute increments. R&D. Research and development in support of developing proposals, statements of work, assessments, evaluations or any other type of consultative work is a billable event. Portal-to-Portal Travel. The time it takes to travel to the Client’s site shall be a billable event. If the Client site is more than 50 miles from V2’s local office, then the time it takes to return from the Client’s site will also be a billable event. 4. Parts/Materials. The Client shall reimburse V2 for all materials or other parts or merchandise furnished by V2 at Client request. 5. Invoicing. V2 invoices for labor and/or materials shall be due and payable upon mailing by V2 to Client’s address of record. Client shall promptly raise any questions or objections to invoicing; and objections shall be deemed waived if not made in writing within thirty (30) days the invoice date. In addition, the undisputed balance of any invoice shall be deemed overdue if not paid within thirty (30) days of the invoice date. Overdue invoice balances shall accrue interest at a rate of 1.5% per month, from the date of the invoice, until paid. V2 may suspend service to Client for delinquency in payment upon any invoice. 6. Client Commitment. Payment. The Client agrees to pay V2’s invoices promptly and in accordance with this GTAC. Client Alterations. The Client will inform V2 of any proposed hardware, software, network, services or vendor configuration changes prior to execution of said changes. Any additions or changes made to any of the above, which require V2 to reconfigure, reprogram, or perform any other services to the network or the workstations or peripherals in order to re-establish proper functionality shall be a billable event. Cancellation Notice. The Client will provide V2 with a cancellation notice at least 24 hours prior to a scheduled service call. Work Environment. The Client agrees to provide V2 with safe, clear, and unfettered access to the Client’s building, office, network and associated systems, for all requested Client site visits. Points of Contact. The Client agrees to designate at least two personnel as Points of Contact (POCs) with whom V2 personnel shall be authorized to interact for purposes of scheduling Work and obtaining Work authorization. Each POC shall be deemed to have unlimited purchasing authority unless specified in writing by Client. Each POC shall be readily available in person or by phone whenever V2 personnel are at the Client site. Scheduling of Work by any POC shall be deemed authorization for V2 to proceed. 7. Mutual Non-Solicitation of Personnel. Each party expends considerable effort and cost to recruit and train its personnel. Each party agrees to assist the other in their respective personnel-retention efforts. To this end: Client shall not assist, solicit, coach, or encourage any personnel of V2 to discontinue employment by V2. Client shall not offer employment or consultancy to any personnel of V2 without V2’s prior written authorization. Client shall not offer employment or consultancy to any former personnel of V2, within ninety days of the date on which such personnel separated from V2, without V2’s prior written authorization. Notwithstanding the foregoing restrictions, Client shall be entitled to extend such offers of employment or consultancy upon payment to V2 of a placement fee equal to thirty percent (30%) of such personnel’s annualized base pay while most recently employed by V2. V2 shall not assist, solicit, coach, or encourage any personnel of Client to discontinue employment by Client. V2 shall not offer employment or consultancy to any personnel of Client without Client’s prior written authorization. V2 shall not offer employment or consultancy to any former personnel of Client, within ninety days of the date on which such personnel separated from Client, without Client’s prior written authorization. 8. Ownership of Data and IP. V2 shall retain all ownership rights in the intellectual property created or distributed by V2 in connection with this GTAC. Client’s rights upon payment for same shall be no more than a non-exclusive licensee. Client specifically disclaims any potential right to assert patents, trademarks, or copyrights in V2’s intellectual property, such as V2’s ideas, concepts, solutions, software coding or scripts, handbooks, user manuals, or other materials created by or installed by V2 in connection with this GTAC. 9. Warranties & Disclaimers. Warranties of the Client. The Client hereby represents and warrants to V2 as follows: (a) the Client has the full right, power and authority to enter into this GTAC and to perform its obligations hereunder; (b) the Client holds valid ownership and/or licenses for all hardware and software (including operating systems) upon all systems and equipment for which V2 will be expected to work. Warranties of V2. V2 hereby represents and warrants to the Client as follows: (a) V2 has good and marketable title to, or valid license to use, all intellectual property embodied in the Work created, conceived, written, invented, or provided by V2 under this Agreement; and (b) V2 will convey to Client all manufacturer warranties upon any merchandise (parts/materials, including software and hardware), purchased by V2 on Client’s behalf. Exclusion of Warranties. Any warranties not expressly stated in this GTAC or in V2’s invoicing are excluded. V2 specifically DISCLAIMS any EXPRESS or IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. Client shall look solely to the warranties of the manufacturers of merchandise (parts/materials, including software and hardware) installed by V2. Warranty conditions regarding replacement merchandise or components are determined by the respective manufacturers. If Client enlists V2’s help to make warranty claims or warranty repairs, Client understands that V2’s labor effort is a billable event. 10. Limitation of Liability. Client understands that malice, user error, or ordinary wear-and-tear may result in damage to Client’s equipment, software, or data. V2’s liability for property damage or other loss or harm to Client (or persons claiming through Client), arising out of V2’s performance or non-performance on behalf of Client, shall not exceed the lesser of Client’s actual damages or the total labor fees paid by Client in the twelve month period immediately preceding the subject injury, damage, loss, or other harm. Notwithstanding the foregoing, V2 shall not be liable to the Client (or any person claiming through Client) for indirect, incidental, consequential, punitive or exemplary damages. V2 shall have no liability of any kind arising out of (i) events beyond the control of V2; (ii) acts of Client personnel; (iii) acts of Client’s contractors or suppliers, including those recommended by V2; or (iv) acts of any other person. 11. Indemnity. The Client hereby agrees to indemnify, defend, and hold V2 harmless against any loss, liability, damage, cost or expense (including reasonable attorney fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against V2 by reason of (a) the Client’s breach of any condition, warranty, or representation made pursuant to this GTAC and/or (b) claims of Client’s employees or any other person claiming through Client who seeks, in essence, to avoid the liability limitations that otherwise apply to Client. 12. Dispute Resolution; Binding Arbitration. In event of any dispute between V2 and Client, arising out of V2’s performance or non-performance on behalf of Client (such as a payment dispute or a property damage claim), Client and V2 agree to resolve such disputes through binding arbitration in Manassas Park, Virginia. The party initiating arbitration may file, at its election, with the American Arbitration Association (adr.org) or Arbitration Associates, Inc. (arbitration-associates.com). Arbitration in either forum shall be in accordance with the Commercial Arbitration Rules of the American Arbitration Association, using a single arbitrator format regardless of the amount in dispute. The prevailing party in any such dispute shall be entitled to an award inclusive of reimbursement of any fees paid to the arbitrator and any case filing fees or case management fees paid to the arbitration association. This arbitration procedure is in lieu of any right that might otherwise exist to a trial by jury. 13. Acceptance for Client. This GTAC shall be a binding contractual commitment of Client upon clicking the “ACCEPT” button below.ClientLegal Client Name* Company name Client Address*This GTAC shall apply to any Work performed by V2 at Client sites, including but not limited to the following addresses in the DC Metro area: Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code Points of ContactThe following individuals are authorized to act as Points of Contact (“POC”) for the Client, pursuant to Section 6 of this GTAC, and these POC designations shall remain in effect until V2 receives revocation or change notice in writing:POC 1 Name* First Last POC 1 Phone*POC 1 Fax*POC 1 Email* POC 1 Title*POC 2 Name* First Last POC 2 Phone*POC 2 Email* POC 2 Title*Authorizing AgentThe person completing these questions personally warrants and represents that he/she is as follows; and that he/she is expressly authorized to accept this GTAC on behalf of Client.Authorizing Agent Title*Authorizing Agent Name*Name of person accepting this GTAC on behalf of Client First Last Authorizing Agent Phone*Telephone number of person accepting this GTACAuthorizing Agent Email*Email address of person accepting this GTAC Today's Date* PhoneThis field is for validation purposes and should be left unchanged. 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