Terms of service:Phoenix:DFS has a variety of
Computer Forensic/Investigative services which clients desire to
utilize on an as needed basis. The purpose of this service contract
shall be used specifically for Computer Forensic/Investigative
services.
The
effective date of this forensic contract begins upon date of
execution. Either party has the right to terminate within 30 days
written notice. Except as expressly provided herein, all rights,
duties, and obligations of client and Phoenix:DFS, LLC shall expire
with said termination. Work in progress under this agreement at time
termination notice is issued shall be completed.
If checked, this is an extension of and replaces
a predecessor service contract between the parties. Any residual hours
unspent under the predecessor agreement is added to the available
hours contracted for in this agreement; any over run of hours under
the predecessor agreement are subtracted from the contracted hours
under this agreement to determine the available hours as of the
effective date shown herein. The balance due is the difference between
the amount shown in the Fees and Payment Terms section of this and the
predecessor agreement.
Once
a Forensic/Investigative service request has been placed with
Phoenix:DFS, an expected date of completion will be established with
the understanding that this date is subject to change for various
unforeseen circumstances. In the event that the completion date needs
to be changed, both parties will agree upon a new date. It is the
clients responsibility to concisely and accurately represent what
their needs and expectations are from the service.
Whenever practical, said
services shall be provided on site if needed. Phoenix:DFS, LLC. shall
perform said services onsite whenever necessary to meet the
requirements of the client. This need shall be expressed by the client
prior to any agreement being made. In the event that an emergency or
unforeseen event warrants that the service be provided on site after
the agreement has been made, Phoenix:DFS, LLC. and the client agree
that all possible arrangements will be made to meet this need.
Phoenix:DFS, LLC. shall
perform on behalf of the client with respect to the Services described
herein. Phoenix:DFS, LLC. shall be solely responsible for delivery of
such Services, and that responsibility shall include the method and
hours of performance. The client shall in no way be
responsible for the monitoring, directing, or supervising of
Phoenix:DFS, LLC. to fulfill the spirit and the intent of this
agreement. However, Phoenix:DFS, LLC. shall seek and accept input from
the client on the performance of its service representatives, and
shall take such corrective action as may be needed to ensure that
Phoenix:DFS, LLC. complies with the spirit and intent of this
agreement.
Phoenix:DFS. shall maintain
a log of services and time spent on the services, including the nature
of the service, the start date and time, date and time the service was
completed, and the total duration of the service (“Service Time”).
Phoenix:DFS LLC. shall provide a printed copy of the log to the client
upon request. Service Time shall be recorded in 15 minute increments, rounded up to the next
higher increment. Minimum 180 min. excluding phone support. Phone
support has a 15 minute minimum. Travel time to and from the clients
main location for initial interview and final product turnover, shall
be excluded from service time.
Phoenix:DFS will invoice
the client for a standard contract at the hourly rate of $125.00 per
hour.
The client will pay
Phoenix:DFS at the time of completion of analysis and of receipt of
the report and any other materials. At such time a detailed invoice
will also be received by the client.
Except in the case of
gross negligence, and except for specific penalties for unsatisfactory
performance which may be provided for herein, Phoenix:DFS’s liability
shall be limited to fees paid and/or due under this forensic analysis
contract. Phoenix:DFS offers no guarantee that any data will be found.
Phoenix:DFS does guarantee that every effort will be made to locate
and retrieve any data that may exist.
In fulfilling this forensic
contract, Phoenix:DFS,LLC may become aware of Confidential
Information.
Confidential Information,
as used herein, means any and all data or know-how, in any form, which
has value to the client, its customers, suppliers, or other third
parties, is not generally known by competitors, and which is regarded
by as confidential. Confidential Information may be in
written, electronic, or verbal form. Confidential Information may
include, but is not limited to, work in process, systems, plans for
future projects or products, marketing plans and strategies, pricing
policies, price lists, cost and profit information, customer lists,
supplier identities, ideas, schematics, software programs, financial
statements, business plans, or any other information relating to ’s
research, development, accounting, financing, marketing,
merchandising, or selling. Confidential Information includes the
confidential information of a third party wherever the context of this
Agreement so requires or indicates.
Phoenix:DFS,LLC agrees to
hold the Confidential Information in trust and in strictest
confidence, and Phoenix:DFS, LLC will not use the Confidential
Information for any purpose other than such uses which are reasonable
and necessary in providing the service to the client.
Phoenix:DFS,LLC. further
agrees not to disclose any Confidential Information to any person,
partnership, corporation, or other entity.
Phoenix:DFS,LLC. further
agrees to protect the confidentiality of, avoid disclosure of, and
protect against the unauthorized use of Confidential Information. Such
protective measures shall include, but not necessarily be limited to:
1.Restricting access to Confidential Information;
2.Safeguarding the Confidential Information by physical
segregation of the same and safeguarding the Confidential Information
so segregated;
3.Placing appropriate proprietary information precautions on
Confidential Information; and
4.Advising the client immediately, in writing, of any
misappropriation, misuse, unauthorized use, or disclosure by any
person of Confidential Information.
Phoenix:DFS,LLC. will not
reproduce or duplicate any Confidential Information or Materials
without the written consent of the client, and then only as is
reasonably necessary within the scope of this Agreement. Upon written
request by the client, or upon the termination of this Agreement,
Phoenix:DFS,LLC. will immediately return to the client all
Confidential Information and Materials, including any copies and
reproductions of such items Phoenix:DFS,LLC. has made, and will make
no further use of any kind of Confidential Information or Materials.
Phoenix:DFS,LLC may, at is
sole discretion, assign or delegate any of the work identified herein
to any Phoenix:DFS,LLC. employee or to a subcontractor. Said
assignment or delegation does not relieve Phoenix:DFS LLC. of its
responsibility for the timely completion of the work as specified.
The rights and benefits
under this Agreement shall inure to the successors of Phoenix:DFS,LLC.,
or any subsidiary, thereof by way of merger, consolidation or transfer
of substantially all the assets or Phoenix:DFS,LLC., or any
successors.
The failure of either party
or any successor to require the performance of any terms or obligation
herein by the other party shall not prevent enforcement of such terms
or obligation in future instances. Furthermore, the waiver by either
party or any successor of any breach of
this agreement by the other party shall not be deemed a waiver of any
subsequent breach.
