terms

Scope
CodeBlue Technology, LLC (CodeBlue Technology) has set forth the proposed implementation in this proposal. Once signed below, the obligations of each party herein will be contractual in nature and each component of the proposal, including these Terms and Conditions, as well as any change orders to the proposal, if any, shall be deemed the “Agreement”. Code Blue Technology will perform the implementation as described in the Professional Services Estimate, attached hereto, at the rates shown. However, hours billed will be actual hours worked, which may exceed the estimate. You agree to pay for actual hours worked that exceed the estimate. Software or other third party licensed products ordered are non-returnable.

Compensation
The Client will pay CodeBlue Technology for services performed in the amounts specified on the front of this proposal as follows:

CodeBlue Technology will invoice the Client for the amount of the hardware at contract signing. The Professional Services portion of the Agreement will be invoiced upon completion of the work and due within thirty (30) days of mailing. Past due bills may be subject to a late fee of one and one-half percent (1.5%) per month. If any invoice goes past due and is sent to a collections agency or attorney, the Client shall be responsible for paying a collection fee of thirty percent (30%) on any outstanding balance. Code Blue reserves the right to suspend services if any invoice owed to Code Blue Technology is past due thirty (30) days or more from the date of invoice.

Manner of Performance
CodeBlue Technology represents that it has the requisite expertise, ability and legal right to render the services and will perform the services in an efficient manner. CodeBlue Technology and the Client will abide by all laws, rules and regulations that apply to the performance of the services, including applicable requirements regarding equal employment opportunity and the provisions of Executive Order 11246. Each of CodeBlue Technology’s employees performing services for the Client will have the expertise to perform their assigned services in an efficient manner.

Confidentiality
It is anticipated that CodeBlue Technology will learn of information during the course of this Agreement that the Client regards as confidential or proprietary. CodeBlue Technology will exercise all reasonable efforts to keep confidential this information and any other information which CodeBlue Technology may acquire with respect to the Client’s business, including, but not limited to, information developed by CodeBlue Technology and information relating to customers, pricing, know-how, processes and practices, unless and until the Client consents to disclosure, or unless such knowledge and information otherwise is generally available to the public through no fault of CodeBlue Technology. This undertaking to keep information confidential will survive the termination of this Agreement. CodeBlue Technology will require each of its employees performing services for the Client to execute a Security Agreement if requested in writing by the Client. At the termination of this Agreement, CodeBlue Technology will return to the Client or destroy all documentation and printed or reproduced material, including information stored on machine readable media, provided by the Client and all copies of such information made by CodeBlue Technology, CODEBLUE TECHNOLOGY or its employees.

Independent Contractor
CodeBlue Technology is an independent contractor, not an employee or an agent of the Client, and is not authorized or empowered to speak for, represent or obligate the Client in any way. The Client recognizes that CodeBlue Technology retains all rights and privileges of an employer, including but not limited to the right to hire, direct, discipline, compensate and terminate its employees assigned to the Client’s account. CodeBlue Technology assumes any and all liabilities regarding Section 1706 and Section 414(n) of the Internal Revenue Code of 1985.

General
No assignment by CodeBlue Technology of this Agreement will be binding on the Client without the Client’s prior written consent. This Agreement may not be changed or terminated orally by or on behalf of either party. In the event either party breaches this Agreement, the non-breaching party will have the right to terminate the Agreement. In the event of litigation under this Agreement, the substantially prevailing party shall have the right to be rewarded attorneys’ fee and court costs.

Disclaimer
THE MATERIALS PROVIDED ARE DEEMED ACCEPTED BY THE CLIENT AND ARE PROVIDED ‘AS IS’ WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CODEBLUE TECHNOLOGY FURTHER DISCLAIMS ALL WARRANTIES; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE MATERIALS REMAINS WITH THE CLIENT. IN NO EVENT SHALL CODEBLUE TECHNOLOGY OR ITS AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE MATERIALS.

Hold Harmless
CodeBlue Technology will, at all times, use its good faith and best efforts in pursuing its program responsibilities for the Client. In the event that CodeBlue Technology accepts and uses guidance and/or information or data or materials from the Client to be incorporated into the program and such guidance, information, data or materials causes any claim, action, liability, loss, damage or suit, the Client agrees, at its own expense, to defend, protect and save harmless CodeBlue Technology . In the event of any asserted claim, CodeBlue Technology will provide the Client reasonably timely written notice. If the Client fails to defend and/or indemnify CodeBlue Technology, CodeBlue Technology has full rights to defend, pay or settle any claim on its own behalf and has full rights to recourse for all fees, costs, expenses and payments made or agreed to be paid to discharge the claim, and may seek all reasonable attorney’s fees necessary to enforce this Agreement.

Governing Law
This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of interest laws. Any lawsuit shall be filed in the Circuit Court of the City Richmond, Virginia.

Rule of Construction
Both parties have had the opportunity to review this Agreement and had the opportunity to have legal counsel review the same. In the event of any ambiguity herein, neither party shall be prejudiced as being the author nor shall any term or provision be interpreted against the draftsperson.