AVT Professional Services Agreement

2025

Statement of Purpose

The purpose of this document is to establish the terms and conditions that will govern the relationship between your company, its affiliates where the company controls directly or indirectly 50% or more of the voting rights attributed to the controlled corporation and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity and Alta Vista Technology, LLC (AVT).  The document is organized into the following sections:

  • Professional Fees
  • Billing Information
  • Travel
  • Software Considerations
  • Terms and Conditions
  • Sign Off

Professional Fees

Our professional fees are structured as follows:

Billing Information

  • Our billing rate is based upon the average rates of our staff and is $275 per hour. This rate is reviewed on an annual basis and AVT reserves the right to increase these rates by no more than 10% per year.
  • Work outside the hours of 7am to 7pm, Monday through Friday will be charged at 1 ½ times the normal rate.
  • Travel time is also billed at half the normal billing rate after the first 50 miles
  • Your company will be billed in increments of 6 minutes for all time incurred; the minimum charge will be 6 minutes for any service. Services include, but are not limited to all time spent onsite, on the phone, completing documentation such as status reports, troubleshooting, and working on any other facet of your project.
  • We bill weekly for actual hours and expenses incurred; these invoices will be due upon receipt. AVT reserves the right to withhold services if balance exceeds 30 days overdue.

Travel

  • Travel time is also billed if less than 4 hours is worked per day on-site.
  • As applicable, additional charges will apply for out-of-pocket expenses, such as mileage and parking. For out of state consultants, if applicable, all travel and living expenses will be paid by your company.  These may include airfare, car rental, meals, lodging, and other expenses.
  • Parties who reschedule 7 business days or more before the engagement date will be liable for any extra fees affiliated with travel changes. Parties who reschedule less than 7 days in advance prior to the engagement date or who reschedule more than once will be charged a 25% reschedule fee plus the travel change fees.  The reschedule fee will be based on the amount of hours that were scheduled multiplied by the billable rate with a minimum fee of $275.
  • Parties canceling 7 business days or more before the engagement date will be responsible for all non-refundable travel expenses. Parties canceling less than 7 business days before the engagement date will be liable for all non-refundable travel expenses and a 50% cancellation fee, based on the amount of hours that were scheduled multiplied by the billable rate with a minimum fee of $500.

Software Considerations

  • Client acknowledges that the any packaged software installed, implemented, upgraded, or supported by AVT is the responsibility of the software manufacturer. The client is responsible for all applicable charges, as defined in the professional fees, when AVT works on the packaged software under the direction of the client.  Client is responsible for complying with all licensing, trade mark, patent, copyright or other laws related to the software. Services may include assisting in identifying problems and efforts made to correct those problems, regardless of outcome.

Terms and Conditions

Exhibit A – Addendum to Professional Service Agreement, sections 1.1 through 12.2, are Terms and Conditions under which Alta Vista Technology, L.L.C will render the services described in this Professional Service Agreement.  We will provide services strictly upon your request.

By signing the Professional Service Agreement, your company allows its name to be published in any of our marketing efforts such as brochures, newsletters, and our web page.  This does not include using your name or your company name as a customer reference.   AVT will request approval from the client prior to using your name or company name as a reference.

ADDENDUM TO PROFESSIONAL SERVICE AGREEMENT

EXHIBIT A

This Professional Service Agreement and the terms found in this Addendum constitute the Agreement between your company (“the Client”) and Alta Vista Technology, LLC (AVT).

INDEPENDENT CONTRACTOR

1.1 – AVT is an Independent Contractor, and is not an agent or employee of, nor authorized to act on behalf of your company, except as authorized by Signer Name. Any requests made by the Client’s agent(s) (employees or contractors on behalf of the Client) will be considered a Client approved request for services under this Agreement.

GENERAL

2.1 – This Agreement supersedes all prior agreements and understandings between the parties and may not be changed unless mutually agreed upon in writing by both parties.

2.2 – In the event any provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provision of the Agreement, and shall be re-written in such a manner as to conform to the intent of this Agreement within the law.

2.3 – This Agreement shall be governed by the Laws of the State of Michigan.

2.4 – If a suit or action is instituted in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to recover, in addition to costs, such sums the court adjudge reasonable as attorney’s fees. Client agrees that, in the event of litigation, the courts of the State of Michigan shall have personal jurisdiction over it, that it will submit to such personal jurisdiction, and that venue is proper in Michigan.

INTELLECTUAL PROPERTY/CONFIDENTIAL INFORMATION

3.1 – The Client acknowledges that the copyright in all literary or artistic and other works including computer programs (“Intellectual Property”) and related documentation provided to the Client by AVT pursuant to this Agreement at the date of delivery either belongs to or is licensed to AVT.

3.2 – The Client agrees that except as expressly provided by AVT under this Agreement, the Client’s use of Intellectual Property provided by AVT pursuant to this Agreement shall not create in the Client any right, title or interest in the Intellectual Property. AVT does not issue any copyrights or licenses for third-party licensed products unless stated in writing and Client acknowledges that any products used may be subject to copyright or other licenses held by someone else.  Any use in violation of those rights are the sole responsibility of Client.

3.3 – The Client agrees to treat as confidential all information received from AVT regarding its clients, financial affairs, present or future business plans and products, not generally disclosed to the public, which the Client may learn in the course of or incidental to this Agreement whether or not it is in writing, and in addition any information designated by AVT as confidential (“Confidential Information”).  Without limiting the generality of the foregoing, the Confidential Information shall include details of any software, its source code or flow charts, diagrams or data relating thereto, or its methods of operation, access to which may be provided pursuant to this Agreement.

3.4 – Neither party shall be required to keep confidential any information, which is or becomes publicly available, is already in the recipient’s possession at the time of receipt of this Agreement, or is rightfully obtained from third parties.  In addition, AVT shall not be required to keep confidential any ideas, concepts, know-how, or techniques relating to the performance of its obligations hereunder submitted to AVT by the Client or any person on the Client’s behalf or developed during the course of this Agreement by AVT’s personnel or jointly by AVT’s personnel and the Client’s personnel.

3.5 – AVT agrees to treat as confidential all information received from the Client regarding its clients, vendors, employees, financial affairs, present or future business plans and products, not generally disclosed to the public, which AVT may learn in the course of or incidental to the Agreement whether or not it is in writing, and in addition any information designated by the Client as confidential (“Confidential Information”).

TERMINATION

4.1 – Either party may terminate this Agreement upon the happening of any of the following events:

(a)  the other party fails to observe or perform provision of this Agreement and fails to remedy such breach within thirty (30) days after written notice has been given to the party in breach;

(b)  the Client fails to pay AVT any amount owed to it within thirty (30) days after such sum is due;

(c)   the other party commits any act of bankruptcy or insolvency or a petition is presented for bankruptcy or winding up;

(d)  the other party enters a compromise or arrangement with creditors or a receiver or official manager of the other or any of its assets is appointed; or

(e)  there is a gross breach of the confidentiality clause.

4.2 –  In the event that this Agreement is terminated then

(a)   AVT will stop all work upon receipt and notice of termination from the Client.

(b)  neither party shall have any liability to the other by virtue of such terminations except all sums then due and owing AVT shall be paid within seven (7) days.  In the event of a breach of this agreement by AVT, the Client may deposit sums due and owing into a mutually agreeable escrow account.

(c)   each party shall do all such things and execute all such documents as the other party or its attorneys may reasonably request in order to record or give effect to such termination; and

(d)  each party shall within seven (7) days of the effective date of termination deliver to the other party all documents and other things (including microfiche, magnetic tape, disks or other storage media) embodying any confidential information obtained from the other during or before this Agreement.  In the event that any such information is embodied in property belonging to the receiving party, the receiving party shall certify its obliteration by erasure or other appropriate means.  This provision shall not apply to previously completed engagements.

WARRANTIES, INDEMNITIES AND EXCLUSIONS

5.1 – Services and goods to be provided by AVT shall be provided in a proper and workmanlike manner.

5.2 – The Client shall indemnify and save harmless AVT against any expense, judgment or loss or infringement (including legal costs and disbursements in defending or settling the claims giving rise to same) of any patent, copyright, design right, trade secret or trade mark which results from AVT’s use or compliance with any design, specification, direction or instruction of the Client or which results in any claim or demand by any person arising out of the provision of the Services. Client is responsible for complying with all relevant laws relating to any patent, copyright, design right, trade secret or trade mark related to any product, design, specification, direction or instruction in the possession of Client.

5.3 – EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.4 – The Client assumes exclusive responsibility for the consequences of any properly executed instructions it, its agents or those with ostensible authority may give to AVT. Unless specified in writing, any requests made by the Client’s agent(s) (employees or contractors on behalf of the Client) will be considered a Client approved request for services under this Agreement.

5.5 – The Client agrees and declares for the benefit of AVT that the Client has relied upon the Client’s own skill and judgment in entering into this Agreement, and has not relied on any statement or representation given by any person on behalf of AVT. This Agreement has been negotiated and shall not be construed against the drafter.

5.6 – In the event of any breach of any term of this Agreement, the liability of AVT as a result thereof shall be and is hereby limited to an amount which shall not exceed the total amount paid by the Client to the date of such breach. This amount shall be treated as liquidated damages and not as a penalty, and this remedy shall be exclusive.

5.7 – The Client’s sole and exclusive remedy in the event of defect is expressly limited to correction of the defect by adjustment, modification, repair or replacement or a refund of fees paid by the Client at AVT’s election and sole expense, except there shall be no obligation to repair or replace or refund items which by their nature are expendable.  Any remedy AVT elects to give shall be conditioned upon the following: (1) Client must provide AVT with a written request for an investigation within thirty (30) days of the discovery of the defect, and (2) such a written request is made prior to sixty (60) days after the defective product is delivered or the defective services are rendered.

5.8 – AVT shall not be liable to the Client for any defects in its products or services, unless AVT is provided with written notice of the defect within sixty (60) days after the defective product is delivered or the defective services are rendered.

5.9 – In no event shall either party be liable to each other for special, incidental or consequential loss or damage or for any other indirect loss or damage including, without any limitation to the foregoing, exemplary or punitive damages or damage to personal property.  This specifically includes, but is not limited to damages for “downtime”, Client employee time, lost revenue to the Client and the like.

HIRING OF PERSONNEL

6.1 – The Client acknowledges that AVT provides a valuable service by identifying and assigning personnel for Client’s work. Client further acknowledges that Client would receive substantial additional value and AVT would be deprived of the benefits of its work force, if Client were to directly hire AVT’s personnel or contractors after they have been introduced to Client by AVT.  Without the prior written consent of AVT or the contractor’s employer, Client shall not recruit or hire any current or former personnel of AVT who are or have been assigned to perform work until one (1) year after the completion of the engagement in effect between the parties.  In the event that Client hires any personnel or contractor of AVT who are or have been assigned to perform work for Client, Client shall pay AVT within 30 days of the date of such hiring, an amount equal to thirty percent (30%) of the total first-year compensation Client pays such personnel as a fee for the additional benefit obtained by Client.

USE OF ARTIFICIAL INTELLIGENCE

7.1 – The Customer acknowledges and agrees that AVT may utilize artificial intelligence (“AI”) technologies in the performance and delivery of the Services under this Agreement.  The Customer further understands that such use of AI is intended to enhance the efficiency and quality of the services provided and does not replace the professional judgment or oversight provided by AVT.  

7.2 – The Customer acknowledges that AVT utilizes AI technologies to record and transcribe meetings between the parties.  These recordings and transcriptions are intended solely for the purpose of accurately capturing meeting discussions and ensuring the qualify of AVT’s services.  AVT agrees to treat these recordings and transcriptions Confidential Information, as specified in Section 3 of this Agreement.  All recordings and transcriptions will be securely stored and accessible only to authorized personnel.  AVT is committed to maintain the confidentiality and security of any and all Customer information in compliance with applicable privacy laws and regulations.  If Customer has concerns regarding AVT’s use of artificial intelligence or wishes to opt-out of recording, please notify AVT prior to the meeting.  

EQUIPMENT

8.1 – The Customer is responsible for obtaining and maintaining any equipment and ancillary services necessary to connect to, access or otherwise use the services provided by AVT, including without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer is responsible for maintain the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.  

AMENDMENTS

9.1 – Except as charges may be varied by AVT, no amendment or modification of this Agreement or any provision of this Agreement shall be effective unless in writing and signed by both parties.

TERMS TO PREVAIL

10.1 – In the event of any inconsistency between the terms of this Agreement and the provisions of any purchase order, acknowledgment or other documentation of the Customer, the terms of this Agreement shall prevail.

WAIVER

11.1 – No waiver by either party whether express or implied of any provision of this Agreement or of any breach or default of either party shall constitute a continuing waiver or a waiver of any other provision of this Agreement unless made in writing and signed by the party against whom the waiver would otherwise be enforce.  

FORCE MAJEURE

12.1 – Notwithstanding any other provisions in this Agreement, no default, delay or failure to perform on the part of either party shall be considered a breach of this Agreement if such defaults, delay or failure to perform is shown to be due entirely to causes beyond the reasonable control of the party charged with default including, but not limited to causes such as strikes, lock-outs or other labor disputes, riots, civil disturbance, actions or inaction of governmental authorities or suppliers, epidemics, pandemics, wars, embargoes, storms, floods, fires, earthquakes, acts of God or the public enemy, computer downtime, nuclear disasters or default of a common carrier (“the Force Majeure Event”).

ASSIGNMENT

13.1 – Neither party may assign this Agreement with respect to all or part of the products, services or performance without the written consent of the other, which shall not be unreasonably withheld or delayed except either party may assign its rights and obligations under this Agreement in the event of a purchase or acquisition by a third party of all or substantially all of that party’s assets without obtaining the other party’s prior consent.

NOTICE

14.1 – Any breach of this Agreement or violations of the license must be noticed within thirty (30) days of the occurrence or discovery whichever is later.

14.2 – Any notice given under this Agreement shall be written and shall be deemed given to the intended party when copies are (1) delivered personally; (2) three (3) days after it is sent via U.S. mail; (4) the date sent if sent via telex, facsimile transmission or electronic mail to the party.

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