530.214.9560

LinkSource Technologies

Strategy and Managed Services for Connectivity and Cloud

General MSA for
Professional Services

  • Description of Dispatch Footprint
    • Domestic – Lower 48 States, Canada, HI, PR, AK and Mexico
    • International – All areas not listed in the Domestic section of this agreement
  • Description of Services and SLA
    • Standard
      • Domestic : M-F – 8am-5pm local time, 3-5 Business days for dispatch request
      • International : Local customary business hours (if different than domestic) – 5-7 Business days
    • Afterhours
      • Domestic : M-F – 5pm-8am local time, and Saturdays
      • International : Outside of local customary Business hours
    • Expedited
      • Domestic : 48 hours or less
      • International : 5 days or less
    • Emergency
      • Domestic : Within 24 hours of dispatch request
      • International : within 24 or best effort based on local availability
  1. TERM AND TERMINATION This Agreement is legally binding as of the date set forth above, and unless terminated as provided herein or amended by mutual written agreement of the parties, shall renew in one (1) year increments per the Effective Date. Either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other Party, provided all open Work Orders have been completed and all pending charges have been paid in accordance with this Agreement.
  2. CONTRACTOR SERVICES Contractor agrees to provide, and Customer agrees to accept, the services (“Services”) described in “Exhibit A” and in accordance with the terms of this Agreement. The Services will include any mutually agreed upon assignments which Customer’s designated project administrator shall give to Contractor, and which are accepted by Contractor in writing.  Contractor shall control the manner in which the Services are provided, giving due consideration to the reasonable requests of the Customer. 
  3. INVOICING, PAYMENTS, APPLICABLE TAXES, AND DISPUTES Contractor will invoice Customer upon completion of Services. Payment shall be due thirty (30) days from receipt of invoice. Any invoice not paid within thirty (30) days shall accrue interest at a rate of 1.8% per month. Credit card payments made after the due date shall incur an additional 3% charge. Applicable tax will be included on the invoice as a standalone line item and will be calculated: i) At the rate required by law, based on the physical location in receipt of Services, and ii) Based on Customer’s tax status per-state. In the event Customer disputes any Contractor charges, Customer will notify Contractor in writing, providing the billing identification, and an explanation for the dispute, and will nevertheless pay all charges not disputed in this manner within the period specified above.  The Parties will cooperate in good faith to resolve any such disputes within a forty-five (45) calendar day period after the dispute is submitted to Contractor.  No charges may be disputed after this time period expires.
  4. CONFIDENTIALITY Contractor and Customer shall keep confidential all information of the other Party designated as confidential or proprietary, or pricing information (“Information”) and shall not divulge Information to any third party without the written consent of the other Party. The Receiving Party shall exercise the same degree of care in the protection of the confidential information as the Receiving Party exercises with respect to its own proprietary information, but in no event shall it be less than a reasonable degree of care given the nature of the confidential information. The provisions of this Section shall not apply to (a) any information in the public domain; (b) information obtained from a third party who is free to divulge such information, or (c) information which the recipient can show was already in its possession or known to it and not previously acquired from the disclosing party under an obligation of confidence.  Contractor and Customer shall divulge Information only to those affiliates, employees, agents or subcontractors who are directly involved in this Agreement and shall ensure that such affiliates, employees, agents or subcontractors are aware of and comply with these obligations as to confidentiality.  Contractor and Customer shall be fully responsible for any breach of such affiliates, employees, agents, or subcontractors.
  5. INSURANCE Contractor agrees to procure and maintain at its own cost and expense in full force and effect during the term of this Agreement, policies of insurance for: (i) Commercial General Liability – $2 million; (ii) Automobile Liability – $1 million; (iii) Umbrella Liability – $5 million; and (iv) Workers Compensation and Employers’ Liability – per local law. Certificates of Insurance demonstrating compliance with these requirements shall be an acceptable form of evidence of coverage and will be submitted to the Customer upon request.
  6. LIMITATION OF LIABILITY Except with regard to Contractor’s indemnity obligations regarding a claim of third party intellectual property infringement or a breach of confidential information, or the gross negligence or willful misconduct of Contractor, a Party shall not be liable to the other Party whether in contract, tort or otherwise, for any indirect, special, incidental, consequential or punitive damages arising out of or pursuant to this Agreement, even if the other Party has been advised of the possibility of such damages.
  7. INDEMNIFICATION Both Parties agree to indemnify, defend and hold harmless the other Party and its affiliated companies, current and former officers, directors, employees, agents and representatives from and against any and all third party claims (including employment claims), causes of action, suits, damages, losses, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of (i) either Party’s gross negligence or willful misconduct in connection with the performance of this Agreement, (ii) any claims for amounts due, penalties for other costs assessed and or claimed due and owing by or on behalf of any federal, state or local government, agency or other person resulting from or in connection with either Parties failure to pay any federal, state or local taxes or contributions imposed or required to be paid by either Party or the Personnel, or (iii) the death or bodily injury of any agent, employee, or business visitor by the tortious conduct of the indemnifying Party, whether covered by workers’ compensation insurance or otherwise; and (iv) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnifying Party.
  8. ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assignees. Neither Party may assign its rights or obligations under this Agreement without the other Party’s prior written consent.
  9. INDEPENDENT CONTRACTOR Neither this Agreement, the relationship created between the Parties hereto pursuant to this Agreement, nor any course of dealing between the Parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship.  Contractor is an independent contractor, and, as such, is solely responsible for all taxes, withholdings, and other similar statutory obligations for all Personnel, including, but not limited to, Worker’s Compensation insurance.  Contractor further represents and warrants that it will comply with all applicable laws relating to employment, taxes, and worker’s compensation.  Contractor hereby agrees to indemnify and defend Customer against any and all claims made by any entity on account of an alleged failure by Contractor to satisfy any such tax, withholding obligations, or contributions, including penalties and interest. Contractor represents and warrants that it is the employer of, or under contractual agreement with, all Personnel assigned to Customer to provide Services under this Agreement. 
  10. ATTORNEYS FEES Should any party employ an attorney or attorneys to enforce any provisions hereof or to protect its interest in any many manner arising under this Master Service Agreement, or to recover damages for breach of this Master Service Agreement, the non-prevailing party in any action pursued in a court of competent jurisdiction (the finality of which is not legally contested) agrees to pay to the prevailing party all reasonable costs, damages, and expenses, including attorney’s fees, expended or incurred in connection therewith.
  11. ENTIRE AGREEMENT AND AMENDMENTS This Agreement together with the Exhibits hereto and any extensions or renewals hereof, constitute the Parties’ entire agreement with respect to the subject matter hereof and supersedes all prior statements or agreements, both written and oral. Either Party may request a change to any part of this Agreement by submitting such request in writing to the other Party. Changes will take effect if and when mutually agreed upon in an Amendment to this Agreement and signed by both Parties.
  12. SEVERABILITY If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable or invalid, then such provisions shall be ineffective to the extent of the court’s finding without affecting the enforceability or validity of the remaining provisions of this Agreement.
  13. FORCE MAJEURE Neither Party shall be liable to the other for any delay or inability to perform its obligations under this Agreement or otherwise if such delay or inability arises from any act of God, fire, natural disaster, act of government, or any other cause beyond the reasonable control of such Party which could not be avoided by the exercise of due care.  In the event of such a delay or inability to perform, the time of performance shall be extended for a period of time equal to the length of the delay or inability to perform, provided that if either Party is unable as a result of a force majeure to perform its obligations for a period longer than twenty (20) days, the other Party shall have the right to terminate the Agreement.
  14. WARRANTY Contractor will warrant all its provided Services and materials for one (1) year, barring misuse and/or outside intervention. Contractor warrants that, (1) it shall comply with all material law and regulations applicable to the Services, (2) the Services shall be performed in compliance with applicable laws, enactments, orders and regulations, (3) it has proper licenses, permits, consents and other authorizations to supply the Services under this Agreement, and (4) it shall effect and maintain, at its own cost, during this Agreement insurance as set forth in this Agreement.
  15. GOVERNING LAW This Agreement shall be subject to and construed in accordance with the laws of the Commonwealth of Virginia, without regard to the conflict of law provisions thereof. Each Party irrevocably agrees that any legal action or proceedings against it with respect to this Agreement shall be brought exclusively in the courts of Loudoun County, Virginia, and, by its execution and delivery of this Agreement, each Party hereby waives any and all objections which it may have as to venue in any of the above courts.
  16. ASSUMPTIONS, TERMS, AND CONDITIONS
    • Phone Survey: If, upon arrival to site, it is determined that information provided to Contractor by Customer is insufficient or inaccurate to the extent of an impact to cost or change requirements, Contractor shall turn the site deployment into an onsite survey.
    • Testing: All circuits will be tested for end-to-end continuity using a four-pair tester.
    • Fees for Rescheduling or Cancellation: A fee of $125.00 will be charged to Customer if a job is cancelled or rescheduled within two (2) full business days of the scheduled work date.
    • False Dispatch Charge: A false dispatch charge in the amount of the respective dispatch fee shall be charged to Customer if Contractor is dispatched to the site but Customer is not ready for work to be performed, or no equipment installation / inside wiring / maintenance services are required.
    • Cabling: Contractor shall use existing house cabling when possible for any Demarc extension through an existing Riser closet. If cable run is required, Contractor shall utilize EIA/TIA 568C-compliant cabling and hardware.
    • Exclusions: Man lift, patch panels, core drilling, fire stop, core hole sleeves, and other special construction materials are additional.
    • Travel Charges: All travel costs are included in domestic labor costs. For OCONUS and International orders, travel and per diem costs may be additional. These are determined on a case by case basis, and Contractor shall receive Customer approval before incurring these expenses.
    • Special Requirements: Contractor shall comply with all federal, state, and local requirements regarding special low-voltage permits and/specialty licenses required to perform low-voltage wiring. In addition, Contractor shall comply with all union labor requirements.
    • General Pricing Disclaimer: Pricing does not include any asbestos abatement charges. Customer also agrees to any charges associated with delays (such as inability to access) that are outside of the control of Contractor.