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PACKET FUSION, INC. (2)
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PACKET FUSION, INC. (2)
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Last modified
6/2/2023 5:12:22 PM
Creation date
6/2/2023 1:41:07 PM
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Contracts
Company Name
PACKET FUSION, INC.
Contract #
N-2023-134
Agency
Information Technology
Expiration Date
6/11/2024
Insurance Exp Date
1/1/1900
Destruction Year
2029
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2.4. Customer will reimburse all pre -approved travel and other expenses incurred by Company in <br />connection with the delivered services pursuant to this Agreement, any related Support Services <br />Addendum or any applicable SOW. <br />2.5. If Customer in good faith disputes the amount of any invoice, Customer will timely pay the <br />undisputed amount and will notify PFI in writing of the disputed amount no later than the date <br />payment would otherwise be due, providing the reasons for the dispute. The parties will attempt in <br />good faith to resolve the dispute within thirty (30) days after PFI's receipt of Customer's notice of <br />dispute (the "Resolution Period"), during which time Customer's withholding of the disputed amount <br />will not be considered a material breach of this Agreement. Upon resolution of the dispute, Customer <br />will pay the resolved amount promptly but, in any case, within ten (10) days of mutual written <br />agreement resolving the dispute. If the dispute is not resolved within the thirty -day (30) Resolution <br />Period, then each party will be entitled to pursue all available remedies. <br />3. FEES <br />3.1. Support Services Pees. PFI shall invoice Customer for the Support Services Fees set forth in each <br />support services order issued pursuant to the applicable Support Services Addendum. <br />3.1.1. Additional Work. When Customer requests services outside the scope of the applicable <br />Support Services Addendum, Company will utilize its commercially reasonable best efforts <br />to provide such services such as moves, adds or changes in a timely manner at the <br />Company's time and materials rates ("T&M Rates"). Such work performed hereunder shall <br />be invoiced upon completion. <br />3.1.2. Changes to Premise Confwuration. Changes in station quantities, port counts, equipment <br />specifications, attachments or features may result in an adjustment of the Support Services <br />original fee amount. Such adjustments will occur at the time of each renewal and will <br />require notification sent from Company to Customer, at which time Customer may elect, in <br />its sole discretion, to cancel the applicable SSA per Section 7.4 of this MSA. <br />3.2. Time & Materials Work. At Customer's request and pursuant to a written quote or work order, <br />Company shall perform services and provide materials, subject to their availability, to complete such <br />work request on a time and materials basis with payment due upon satisfactory completion. <br />3.3. Tangible and Intangible Product Fees. At Customer's request and pursuant to a written quote or <br />sales order, Company shall provide equipment, licenses, software or software subscriptions, subject to <br />their availability. Upon delivery to the Customer designated site, the Company will invoice and <br />payment will be due for such invoice. <br />3.4. Professional Services Fees. Customer shall pay Company the amount set forth in each SOW or <br />corresponding services order for any agreed upon Professional Services to include implementation <br />services, installation services, system enhancement services or other requested services. Each <br />Professional Service Fee may also cover hardware, software, licenses which are described in such <br />SOW, sales quote or services order. <br />4. WARRANTIES; DISCLAIMERS <br />4.1. Company warrants that the (i) Professional Services and (ii) Maintenance and Support will be performed <br />in a professional and workmanlike manner and in accordance with applicable requirements of the Master <br />Services Agreement. <br />4.2. Customer's primary remedy for breach of the warranties set forth in the section shall be for the Company <br />to re -perform non -conforming services or to correct errors. To the extent said errors or non -conformities <br />cannot be corrected within a reasonable period of time, Customer's secondary remedies shall be <br />governed by any and all consumer statutes or laws as provided under the Uniform Commercial Code, <br />federal law, and/or state law. <br />4.3. Customer indemnifies and holds harmless Company for any claims, actions, expenses, losses, damages, <br />or liabilities arising from allegations that the Equipment was used for illegal monitoring of calls or other <br />illegal activities. <br />PFI MSA Page 2 of 8 Rev. 4,30.2022 <br />
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