Service Agreement


Support Services Agreement

 

This Agreement is by and between Net 1 Services, Inc., an Arizona corporation (“we,” “us,” or “N1S”), and the person or entity signing below as a Customer (“you” or “Customer”) and is made and entered into as of the latest date in the signature blocks below (the “Effective Date”). This Agreement sets forth the terms of service upon which N1S will provide services (the “Services”) to Customer.

 

1.       SUPPORT SERVICES AGREEMENT

1.1.     Services. N1S shall provide CUSTOMER with the “Services” as described in this Agreement. All such Services shall be subject to the terms of service of this Agreement and the Technical Terms of Service. CUSTOMER agrees to pay any outstanding charges on the agreement up and until the date of termination.

1.2.     Remote Access. N1S will attempt to resolve issues over the phone or via remote access. If an issue cannot be resolved in this manner, N1S will schedule a technician for an on-site visit. N1S reserves the right to dispatch a technician for any phone support exceeding 30 minutes or at the sole discretion of N1S should common practice dictate it would be more efficient to address the issue onsite.

2.       SERVICE FEES AND PAYMENT SCHEDULE

2.1.     Monthly Fee. N1S will provide the services to the CUSTOMER as detailed herein or in any schedules attached to this agreement. The monthly service fee will be invoiced on the 1st day of each month. For services based on a per-unit charge, CUSTOMER agrees to pay any differences in fees arising from an increase in the units billed, whether they are devices, storage, bandwidth, or any other defined unit. Payment is made automatically via ACH or company check by the 7th day of each calendar month. Payments made outside the scope of any agreement are not included in the monthly ACH or company check.

2.2.     Late Payment. Late Payment is defined: (a) for ACH payments, payments refused by the issuing bank, (b) for credit card payments, payments not received (including, for instance, if payment is refused by the credit card issuer or credit card is expired and no new expiration date is provided) within 3 calendar days of the due date; and (c) for invoiced payments, payments not received within standard terms following our sending it via e-mail to your billing liaison. There is a late payment penalty of 2% of the amount past due. All past due amounts, including the late charge, shall bear interest at the lower of two percent per month or the maximum legal rate. If a late payment on your account occurs, N1S, at its sole discretion and without waiving other rights it may have, may suspend, interrupt, or disconnect the Services on your account, without notice to you.

2.3.     Hourly Rate. The hourly rates are defined for all technical support services and are billable for services outside the scope defined in this agreement or any attached schedule(s) and may be changed with 60-days written notice. Applicable hourly rates and billable minimums are in Schedule A. Client agrees to verify current rates and minimum charges prior to requesting any billable service. The hourly rate is for time worked and is not tied to a resolution.

2.4.     Standard Business Hours. Standard Business Hours is defined as Monday through Friday, 8:00 AM to 5:00 PM Arizona Time, excluding Arizona state and federal holidays and when governments are closed.

2.5.     Extended Business Hours. Extended Business Hours is defined as (1) Monday through Friday, 6:00AM to 8:00AM Arizona Time, and (2) 5:00PM to 7:00PM Arizona Time. Excludes state and federal holidays and when governments are closed.

2.6.     Holiday and Weekend Hours. Holiday and Weekend Hours is defined as (1) Monday through Sunday, from 8:00 AM to 5:00 PM on state and federal holidays and when government offices are closed, and (2) Saturday through Sunday, from 8:00 AM to 2:00 PM for non holidays.

2.7.     Emergency and Non-Standard Hours. Emergency Hours is defined as (1) any Priority 1 Critical or Emergency Support incident, or (2) any time outside the defined Standard Business Hours, Extended Business Hours and Holiday and Weekend Hours.

2.8.     Travel Expenses. N1S will invoice for any additional travel expenses including parking and tolls, and will invoice an additional travel service charge for service calls outside of a ten mile radius of North Phoenix billable at $0.55 per mile plus $25 per travel hour.

2.9.     Sales Tax. Sales taxes will be added to all applicable services, equipment, hardware, software and freight.

2.10. Billing. N1S will invoice CUSTOMER for all additional approved services, charges, hardware, software, and taxes on demand according to CUSTOMER terms. All fees for the services in this agreement are invoiced the first of the month.

2.11. Terms. All invoices and payments are due NET7 unless other terms are approved by N1S.

2.12. Refunds and Exchanges. N1S has no obligation to exchange purchased products or refund any monies paid to N1S for technical support services, Interactive IT and managed services, software and server hardware.

3.       TERM AND TERMINATION

3.1.     Term. The initial term for Services provided is one year from the Effective Date of the signed agreement. This Agreement shall automatically renew for successive one-year terms for the life of the CUSTOMER relationship. The Agreement will auto-renew upon the anniversary date unless N1S receives written notice of intent to terminate the agreement at least sixty (days) prior to the auto-renewal date. N1S, at its sole discretion, may terminate this Agreement if CUSTOMER: (a) becomes the subject of any proceedings under the Bankruptcy Act or other insolvency law, voluntary or involuntary, if such proceeding is not dismissed within ninety (90) days; (b) suffers a receiver to be appointed for its affairs or property; or (c) enters into an assignment, or other an arrangement, for the benefit of its creditors, or suffers an attachment against or a seizure of a substantial part of its assets, equipment or its parts and inventories. However, CUSTOMER’s responsibility for past due amounts shall survive each bankruptcy proceeding provided acknowledging such liability by CUSTOMER will not affect the discharge of CUSTOMER regarding other general creditors.

3.2.     In the case of default by either party under this Agreement, the defaulting party will reimburse the non-defaulting party for all costs and expenses arising from the default, including reasonable attorney fees if the non-defaulting party engages in legal counsel to preserve or enforce such rights under this Agreement, including the collection of any payments due.

3.3.     Termination of this Agreement will not adversely affect any right existing as of the effective date of termination. The rights and remedies provided under this Agreement are cumulative and in addition to any other rights or remedies available at law and in equity, and any other contract instrument or paper.

4.       CUSTOMER DIGITAL DATA

4.1.     Ownership of Data. Backup data being stored both on provided equipment and at the Data Center remains the sole property of the CUSTOMER. If CUSTOMER chooses to terminate services, N1S will assist CUSTOMER in the orderly termination of services at its current rate structure. CUSTOMER may be provided a backup image on an external drive. CUSTOMER agrees to pay N1S the actual costs of rendering such assistance to include hardware if necessary. If Customer fails to use N1S’s assistance in this regard, CUSTOMER will be fully and solely responsible for the loss of any data.

4.2.     Customer Data License Grant. Customer hereby grants to N1S and/or its Suppliers a limited non-exclusive non-transferable license to the Customer data only to the extent necessary for N1S or its vendors to perform its obligation in furtherance of this Agreement. Customer hereby authorizes N1S to use the Customer data to perform the Services pursuant to this Agreement. In the event that N1S needs to access the Protected Data to respond to any technical problems, queries, or requests from Customer, Customer shall ensure that both Customer and N1S are permitted to do so.

4.3.     Data Integrity. The CUSTOMER is solely responsible for the integrity of all of CUSTOMER’s data stored on any device or medium, including but not limited to computing devices (servers, workstations, laptops, tablets, mobile devices), network storage devices (Network Attached Storage, Storage Area Networks), distributed and internet-based storage devices (cloud storage, FTP), solid state storage devices, magnetic storage devices, tape storage devices, optical storage devices, and any other device or medium which contains the CUSTOMER’s data.

4.3.1.  CUSTOMER is solely responsible for the resultant operation(s) on the CUSTOMER’s data performed or originated directly by the CUSTOMER, a Third Party Entity, or by any indirect action or automated system or software function.

4.4.     Physical Data Security. The CUSTOMER is solely responsible for the physical security of all on-premises devices and storage mediums containing CUSTOMER’s data, and that of any devices or storage mediums containing CUSTOMER’s data taken off-premises for any purpose by any individual not employed or contracted by N1S.

4.5.     Digital Data Security. Unless stated otherwise, explicitly and in writing, N1S does not guarantee the secure transmission of CUSTOMER’s data over the internet, or the encryption of data on portable devices. N1S will make best efforts to use encryption and secure connections when available. If no encryption or secure connection is available, N1S will notify the CUSTOMER and either (a) recommend an alternate solution, or (b) request confirmation from CUSTOMER to send CUSTOMER’s data over an unsecure or unencrypted connection or store CUSTOMER’s data unencrypted on a portable device.

4.6.     Data Backup. It is the responsibility of the CUSTOMER to ensure that prescribed backup operations performed by N1S are adequate.

4.6.1.  Backup Software. N1S does not develop, produce or sell its own data backup software. N1S is a reseller of third party backup software and hosted on-line solutions. While N1S may assist CUSTOMER with the selection and configuration of backup software solutions, the CUSTOMER is ultimately responsible for selection of all backup software solutions utilized and the associated consequences of using selected software solutions. N1S will not be held liable for the operation, functionality, and merchantability of third-party backup software applications or solutions, nor the state of CUSTOMER’s data prior to and after backup/restore operations performed by backup software.

4.6.2.  Backup Selection. While N1S may assist CUSTOMER with the generation of a backup selection list, the CUSTOMER is ultimately responsible for the selection of devices and data to be backed up. The CUSTOMER is also responsible to notify N1S of any desired changes to backup selection lists. Prior to backup implementation, CUSTOMER will be provided a document which will need to be reviewed, approved and signed.

4.6.3.  Backup Storage/Media. While N1S may assist CUSTOMER with the selection of backup storage media, the CUSTOMER is ultimately responsible for the selection, security, capacity and integrity of all backup storage media.

4.6.4.  Backup Schedule. While N1S may assist CUSTOMER with the scheduling of backup operations, the CUSTOMER is ultimately responsible for approving the schedule for all backup operations and any associated system and network performance impacts caused by scheduled backup operations.

4.6.5.  Backup Retention. CUSTOMER is responsible for selecting retention policies for all backup operations. While N1S may assist CUSTOMER with selection of retention policies, the CUSTOMER is ultimately responsible for the selection of all backup retention policies.

4.6.6.  Backup Encryption. While N1S may assist CUSTOMER with the selection of encryption methods, the CUSTOMER is ultimately responsible for the selection of all encryption methods of all backup operations, including the lack of encryption either by choice or by limitation of backup solution.

4.6.7.  Backup Notification. While N1S may assist CUSTOMER with the selection of notification recipients and triggers, the CUSTOMER is ultimately responsible for all recipient notification lists and triggers, including the lack of notifications either by choice or by limitation of backup solution.

4.6.8.  Backup Failure. N1S will not be liable for the failure of any backup operation due but not limited to incomplete backups, data not transmitted, network connectivity issues, hardware or software conflicts or failures, storage media failure, environmental or natural disasters, or changes made by third party individuals. N1S will use commercially reasonable efforts to diagnose and resolve any backup operation failures. Resolution efforts will be billed at prevailing Time & Material rates.

4.6.9.  Non-Restorable Data. N1S will not be liable for any data that may not be restorable if (1) data has not completed backing up, (2) files or folders are not specified in the selection list, (3) CUSTOMER moves data to a location not specified in the selection list, (4) CUSTOMER deletes data from CUSTOMER’s device(s) and does not restore it before the backups of the deleted data are overwritten or purged from backup archives, (5) backup has been purged or overwritten in accordance with defined retention policies, (6) CUSTOMER deletes data from the backup archive(s), (7) on-site or off-site storage media experiences hardware failure or data loss, (8) CUSTOMER’s device is unable to access local or online storage media.

5.       ACCEPTANCE OF THIRD PARTY AGREEMENTS AND POLICIES

5.1.     CUSTOMER understands that N1S may require the usage of third party software application or solutions to provide services to CUSTOMER. Those third parties may require CUSTOMER to execute the third party Software End User License Agreements (EULA) and Acceptable Use Policy (AUP) or similar agreements necessary to use such software applications.

5.2.     N1S will provide CUSTOMER with such third party agreements including those representing upgrades or additional services for review and execution. CUSTOMER shall be fully responsible for entering into such agreements and any related fees.

5.3.     DATA DISCLAIMER. CUSTOMER EXPRESSLY RECOGNIZES THAT N1S DOES NOT CREATE, OPERATE, CONTROL OR ENDORSE ANY DATA, INFORMATION, OR THIRD-PARTY PRODUCTS PROCESSED BY OR USED IN CONJUNCTION WITH THE SOFTWARE OR SERVICES PROVIDED HEREUNDER.

6.       LOANED EQUIPMENT

6.1.     CUSTOMER agrees that equipment furnished by N1S at no-charge to CUSTOMER shall remain the property of N1S, and must be returned upon request. CUSTOMER further agrees to cease using any technology that remains the property of N1S upon termination of this agreement. CUSTOMER bears the risk regarding these items and if any equipment at the CUSTOMER site owned by N1S is stolen, damaged or destroyed, CUSTOMER must pay the equivalent of the current retail replacement value of the device within 15 days of said event.

6.2.     N1S may at its sole discretion offer to extend use of loaned equipment, and may charge a fee for use, delivery, setup, configuration, pickup and removal.

7.       EQUIPMENT AND FACILITIES

7.1.     CUSTOMER agrees that N1S may utilize certain items of CUSTOMER’s equipment and may gain access to certain CUSTOMER facilities. CUSTOMER retains title and ownership in all of CUSTOMER’s equipment owned by CUSTOMER and utilized by N1S, and must grant authority for N1S to access CUSTOMER’s facility. Facility access may be denied; however, if access to facilities is denied, CUSTOMER understands that N1S cannot perform their duties adequately and if such a situation should exist, N1S will be held harmless.

8.       INDEMNITY

8.1.     Each party agrees to indemnify and hold the other party harmless against any and all third party claims, demands, actions, losses, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of or resulting from the performance, or lack of performance, of each party’s activities under this Agreement except to the extent caused by either party’s negligence or willful misconduct.

9.       FORCE MAJEURE

9.1.      N1S shall not be liable for failure to perform its obligations under this Agreement during any period in which such performance is delayed by accidents beyond N1S’ reasonable control, such as, but not limited to fire, flood, or other natural disasters, embargo, court order, riot, or other intervention of any government authority, provided that N1S immediately notifies CUSTOMER of such delay. If N1S’ performance is delayed for these reasons for a cumulative period of forty-five (45) days or more from the date of such notice, CUSTOMER may terminate this Agreement by giving N1S written notice.

10.    NOTICES

10.1. All notices provided for or which may be given in connection with this Agreement shall be sent via regular mail, postage prepaid, or by facsimile. If any such notice shall be given by CUSTOMER to N1S, it shall be addressed to:

N.O.S., Inc. dba Net 1 Services, 11811 N. Tatum Blvd, Suite 3031, Phoenix, AZ 85028

(602) 889-7271

11.    REPRESENTATION AND LIMITED WARRANTIES

11.1. We represent and warranty that we have the right, power and authority to enter into this Agreement and to fully perform all of our obligations hereunder; and (b) will use commercially reasonable efforts to provide all services required of us under the Agreement in a professional and workmanlike manner consistent with the current industry standards. CUSTOMER’S sole remedy for a breach of this limited warranty will be at N1S’ option, either to (i) re-perform such services or (ii) provide CUSTOMER a refund for the allegedly defective services. Such remedy shall only be available if CUSTOMER notifies N1S in writing within thirty (30) calendar days of the completion of services rendered in contention.

11.2. You represent and warranty that you (a) have the right, power and authority to enter into this Agreement and to fully perform all of your obligations hereunder and (b) you are the owner or legal custodian of the facilities, computer equipment, broadband and data transmitted to a backup solution provider pursuant to the terms of this Agreement and that you have full authority to access, provide technical support and transmit data, and direct its disposition according to the terms of this Agreement. You will reimburse N1S for any expenses reasonably incurred by N1S (including reasonable attorneys’ fees) by N1S’ complying with the instructions of CUSTOMER if a dispute occurs concerning the ownership, custody or disposition of the network and/or data transmitted or stored by CUSTOMER.

12.    DISCLAIMER OF WARRANTIES: LIMITATION OF DAMAGES

12.1. THE EXPRESS, BUT LIMITED WARRANTY IN SECTION 11 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING OUR SERVICES AND WE AND OUR AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES (IMPLIED OR EXPRESS) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT REGARDLESS OF WHETHER THE ACTION AROSE INSIDE OR OUTSIDE THE UNITED STATES. THERE IS NO WARRANTY AGAINST INACCURACY. THERE IS NO WARRANTY OF SYSTEMS INTEGRATION. THERE IS NO WARRANTY THAT OUR OBLIGATIONS UNDER THIS AGREEMENT WILL FULFILL ANY OF YOUR OR ANY AUTHORIZED USER’S PARTICULAR PURPOSES OR NEEDS.

12.2. DIRECT DAMAGES ONLY. LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES AND NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR A THIRD PARTY FOR ANY INDIRECT OR SPECULATIVE DAMAGES INCLUDING, WITHOUT LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES OR DAMAGES RELATED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY BREACH OF ANY CONFIDENTIALITY OBLIGATIONS OR N1S’ INTELLECTUAL PROPERTY RIGHTS.

12.3. LIABILITY CAP. NOTWITHSTANDING THE FOREGOING, N1S’ TOTAL COLLECTIVE LIABILITY TO CUSTOMER AND ALL AFFILIATES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE SUPPORT SERVICES FEE ACTUALLY RECEIVED BY N1S OR THE N1S AUTHORIZED RESELLER PURSUANT TO THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. THE PARTIES ACKNOWLEDGE THAT THE LIMITATION ON POTENTIAL LIABILITY SET FORTH IN THIS SECTION 12 IS AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. N1S NEITHER ASSUMES, NOR AUTHORIZES ANYONE TO ASSUME FOR IT, ANY OTHER LIABILITIES. NEVERTHELESS, NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE ANY LIABILITY FOR DAMAGES INCURRED DUE TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

12.4. YOU ACKNOWLEDGE AND AGREE YOU HAVE RELIED ON NO WARRANTIES EXCEPT OUR LIMITED EXPRESS WARRANTY IN SECTION 11.

12.5. The existence of more than one claim shall not enlarge that limitation of liability.

12.6. We are not obligated to exercise any control over the content of the information passing through our network except those controls expressly provided in this Agreement.

12.7. Except as expressly provided in the Agreement, you acknowledge that (a) we are in no manner responsible for any action or inaction of any third party, including, but not limited to, hardware or software vendors or Internet service providers; (b) we have not represented that the Services shall be uninterrupted, error-free, or without delay; and (c) we do not and cannot control the flow of data through the Internet, and such flow depends on performing third parties whose actions or inaction can produce situations in which connections to the Internet (or portions ) may be impaired or disrupted. YOU ACKNOWLEDGE THAT WE DISCLAIM ALL LIABILITY RELATED TO EVENTS OUTSIDE OF OUR CONTROL AND/OR IN THE CONTROL OF THIRD PARTIES, AND YOU SHALL HAVE NO RIGHT TO RELY UPON ANY REPRESENTATION OR WARRANTY OF ANY THIRD PARTY IN RESPECT TO THE SERVICES. Further, you acknowledge that, in providing the Services, we shall rely upon information, instructions, and services from you, your Administrator, employees, and agents, and any other third parties providing computer and communications hardware, software, and Internet services. Except as expressly provided in the Agreement, you fully assume the risk associated with errors in such information, instructions, and services.

13.    GENERAL

13.1. This Agreement shall be governed by the laws of Arizona. Each Party submits to the exclusive jurisdiction of the courts of Arizona, County of Maricopa and waives any objections to venue regarding actions brought in such courts. No provision shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in writing signed by the party against whom it is sought to enforce the waiver, amendment or modification.

13.2. The foregoing terms of service shall prevail notwithstanding any variance with the terms of service of any order submitted by the CUSTOMER for service.

13.3.  Entire Agreement; Integration. This Agreement and all terms of service hereto represent the entire agreement between the Parties on the matter and supersede all prior discussions, agreements and understandings of every kind and nature between the Parties. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

13.4. Relationship with Third Parties. No CUSTOMER, end user or other person or entity not a Party to this Agreement shall be considered a third-party beneficiary of this Agreement.

13.5. Severability & Survival. The illegality or unenforceability of any provision shall not affect the validity and enforceability of any legal and enforceable provisions.

13.6. Waiver. Each Party agrees that the failure of the other Party to require performance by such Party of the provisions shall not operate as a waiver of the rights of such Party to request strict performance of the same or like provisions, or any other provisions, at a later time.

13.7. Headings. All headings used are for convenience of reference only and shall not affect interpreting this Agreement

14.    CONFIDENTIALITY AND SOLICITATION OF EMPLOYEES

14.1. Confidentiality. N1S recognizes that in the course of performing Services, it may have access to confidential and proprietary information, and trade secrets concerning CUSTOMER’s business and operations, including, without limitation, financial and tax information, business plans and development strategy and marketing methodology, (collectively referred to as “Confidential Information”). N1S recognizes that disclosure of the Confidential Information to competitors; non-authorized third parties or the general public would be detrimental to the Company. Accordingly, N1S covenants and agrees with CUSTOMER that it will keep secret and treat confidentially the Confidential Information, and will not disclose any of the Confidential Information to any person or entity nor use the Confidential Information for any purpose other than purposes which serve CUSTOMER.

14.2. Confidential Information shall not include information that: (i) was in the public domain when disclosed; (ii) becomes public domain after disclosure, other than as a result of the violation of this Agreement; (iii) was in the receiving Party’s possession when disclosed and was not acquired directly or indirectly from the disclosing Party; (iv) is shown by written evidence to have been developed by the receiving Party independently after disclosure without benefit of the Confidential Information; or (v) was received after disclosure from a third-party who did not require it to be held in confidence and who did not acquire it directly or indirectly from the disclosing Party. Confidential Information shall be used only in the manner contemplated by this Agreement and/or Schedule and shall not be intentionally disclosed to third-parties without the disclosing Party’s written consent. The receiving Party will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, but in no event less than reasonable care under the circumstances.

14.3. Solicitation of Employees. CUSTOMER acknowledges that N1S is involved in a highly strategic and competitive business. CUSTOMER further acknowledges that CUSTOMER would gain substantial benefit and that N1S would be deprived of such benefit, if CUSTOMER were to directly hire any personnel employed by N1S. Except as otherwise provided by law, CUSTOMER shall not directly or indirectly, without the prior written consent of N1S, solicit the employment of N1S personnel or induce any N1S personnel to leave to go to another firm during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement. CUSTOMER agrees that N1S damages resulting from breach by CUSTOMER of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CUSTOMER violates this provision, CUSTOMER shall immediately be liable for and pay N1S an amount equal to US $50,000 as liquidated damages and N1S shall have the option to terminate this Agreement without further notice or liability to CUSTOMER. CUSTOMER acknowledges that the amount of the liquidated damages reflected herein is not and is not intended as a penalty and is reasonably calculated based upon the projected costs N1S would incur to identify, recruit, hire and train suitable replacements for such personnel.

15.    CUSTOMER RESPONSIBILITIES

15.1. CUSTOMER must provide N1S with all appropriate usernames and passwords required to access network resources (i.e. Administrator usernames and passwords, router passwords) and maintain all necessary media, license keys, software support contracts, vendor contact numbers and provide access to that information when needed.