QUADRALAY SERVICES AGREEMENT

The documents displayed here are for INFORMATIONAL PURPOSES ONLY and do not substitute for any documents issued as part of a Sales Quote, Statement of Work, or License(s) included with the Product(s).

This Services Agreement (Agreement), is entered into by and between Quadralay Corporation, with a place of business at 9101 Burnet Road, Suite 105, Austin, TX 78758 (Quadralay) and <Company> with a place of business at (Client). The effective date (Effective Date) of this Agreement is the date last signed below. This Agreement provides the terms and conditions under which Quadralay will provide services to a Client for a charge.

SERVICES
Services -- Quadralay will perform the services described in a mutually signed Statement of Work (SOW) or a purchase order accepted by Quadralay.
Service Charges -- Client will pay the fees specified in the applicable SOW or accepted order (Service Charges). Unless otherwise agreed in the applicable SOW or order, work will be performed on a time and expense basis at Quadralay's then-current rates.

OBLIGATIONS OF CLIENT
Timely Performance – Client acknowledges that the ability of Quadralay to provide the Services requires the co-operation of the Client on providing Quadralay with timely responses to requests for information, and the prompt and timely performance of the Client of its obligations. Client agrees that in the event it fails to perform any of its responsibilities set out in this Agreement, or in any Statement of Work (SOW) in a timely manner and such failure causes delays in performance by Quadralay of its obligations or results in additional costs or expenses incurred by Quadralay, then Client agrees to compensate Quadralay for additional costs or expenses incurred.

PROJECT ADMINISTRATION
Quadralay Designated Manager – Quadralay shall designate, and at all times during the term of this Agreement shall maintain, a representative of Quadralay (The Quadralay Designated Manager) who shall be an employee and who shall be authorized to act generally as the primary point of contact for Client in dealing with Quadralay and to co-ordinate the provision of Quadralay Services pursuant to this Agreement and each SOW.
Client Designated Manager - Client shall designate, and at all times during the term of this Agreement shall maintain, a representative of Client (the Client Designated Manager) who shall be an employee and who shall be authorized to act generally as the primary point of contact for Quadralay in dealing with the Client pursuant to this Agreement and each SOW.
Changes and Modifications – Quadralay shall have the continuing right to request in writing that changes be made to any SOW. Pending agreement to a written Change Order, Quadralay shall proceed in accordance with the provisions of the existing SOW. Agreed-to Change Orders shall be deemed part of the SOW, shall amend the SOW to the extent of the amendments contained in the Change Order. The Client agrees to compensate Quadralay for any additional costs or expenses incurred by Quadralay as the result of an agreed-to Change Order.

SCHEDULES
Training Courses – Any training courses (Courses) specified in the SOW must be scheduled to start within thirty (30) days and completed within ninety (90) days of the Effective Date of the applicable SOW or order. Courses cancelled within forty-eight (48) hours of a scheduled date will be subject to a fee equivalent to the time of the course duration calculated at Quadralay’s prevailing hourly rate.
Deliverables –If Client acknowledges receipt, but does not provide comment or feedback on a Quadralay Deliverable within thirty (30) days of the delivery date, then it will be assumed that the Client accepts and approves of the Deliverable as is. The Services Project will be closed, and final payment will be invoiced at that time.

PRICE AND PAYMENT
Training Payment– Client agrees to pay Quadralay fifty percent (50%) of the training charges within thirty (30) days of the Effective Date of the applicable order or SOW. Reservations on the Quadralay training schedule will be sent upon receipt of this initial payment. The balance of fifty percent (50%) will be invoiced on Course completion and will be due and payable thirty (30) days after the invoice date.
Other Services Payment - Client agrees to pay Quadralay fifty percent (50%) of the Service Charges within thirty (30) days of the Effective Date of the applicable order or SOW. The balance will be invoiced at agreed milestones as set forth in the SOW. Invoices will be due and payable thirty (30) days after the invoice date.
Expenses – Client shall reimburse Quadralay for all reasonable, documented out-of-pocket expenses incurred by Quadralay in performing the Services. Expenses shall be itemized in Quadralay's invoice.
Taxes – Prices exclude any applicable state, provincial or federal taxes or government charges, fees or levies of any kind other than taxes based on the income of Quadralay. Client is responsible for remittance of all such taxes to the applicable taxing authorities, unless otherwise required by law.
Overdue Payments – Any sum due Quadralay under this Agreement that is not paid within thirty (30) calendar days of its due date shall bear interest from the due date thereof to the date of payment at a rate of interest equal to eighteen percent (18%) per annum.
Withholding Performance For Overdue Payment – If after been given thirty (30) days notice, Client defaults in payment of any amount when due, or interest thereon, then Quadralay may in addition to any other rights or remedies at law or under this Agreement withhold further Services or the performance of any of its obligations under any SOW until such failure is remedied.

TERM AND TERMINATION
Term – The Term of this Agreement shall commence as of the Effective Date and will continue until the completion of all obligations as outlined in the SOW. This Agreement will automatically expire after a period of one (1) year from the Effective Date.
Termination – Either party has the right to terminate this Agreement or any SOW if the other party breaches any terms, conditions or obligations contained within this Agreement and such breach is not cured within thirty (30) days after written notice to the breaching party.

DISCLAIMERS
General Disclaimer. - QUADRALAY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICE OR PRODUCT PROVIDED UNDER THIS AGREEMENT.
Liability Disclaimer – IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE UNDER ANY THEORY, INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOR LIMITED TO, COSTS OF PROCUREMENT OF SUBSITITUTE GOODS AND SERVICES, DAMAGES FOR LOSS OF DATA, LOSS OF USE OF COMPUTER HARDWARE, DOWNTIME, LOSS OF GOODWILL, LOSS OF BUSINESS, LOSS OF PROFITS, AND HARDWARE MALFUNCTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation Of Liability – Notwithstanding any other provisions of this Agreement, each party’s total liability to the other under this Agreement will be limited to the total fees due from the Client to Quadralay for the work performed under this Agreement and the SOW.

DISPUTE RESOLUTION
Escalation Procedure – In the event that the parties are unable to agree upon any matters pursuant to this Agreement or a SOW, the disputed matter shall be referred in the first instance to the Quadralay Designated Manager and the Client Designated Manager. If the representatives are unable to resolve the disputed matter within two (2) weeks the matter shall be referred to the Presidents of Quadralay and the Client or such other officers of the company that either President shall designate. Waiver of Jury Trial – Each of the parties hereby irrevocably waives, to the fullest extent permitted by law, all right to trial by jury in any action, proceeding or counterclaim (whether in contract, statute, tort (including, without limitation, negligence) or otherwise) relating to this engagement.
Applicable Law – This Agreement shall be governed by and constructed in accordance with the laws of Texas as applied to contracts made in Texas, without reference to its conflicts of laws rules.
Attorneys Fees – In any suit for breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys fees.

GENERAL
Independent Contractor. Each of the parties is an independent contractor, and neither party is or shall be considered to be an employee, agent, or representative of the other.
Publicity – The parties agree that Quadralay may publicly refer to the Client as a client and use the Client’s trademark and logo as part of Quadralay’s client lists.
Notices – All notices required under this Agreement and under any SOW will be in writing and will be considered received as of 24 hours after sending by electronic means, confirmed facsimile transmission, overnight courier or hand delivery, or as of 5 days after certified mailing.
Agreement – This Agreement and any SOW which the parties may from time to time agree to in writing constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings. No modification or waiver of any provision hereof shall be effective unless made in a writing signed by both Quadralay and the Client. Pre-printed terms on any purchase order or confirmation which contain contrary or additional terms shall have no effect.