Master Services Agreement

MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is made as of ________, 2024 (“Effective Date”), by and between ________ corporation having an address at ______________ (“Company”) and Hugo Technologies Inc., a Delaware corporation with its principal place of business at  401 N. Michigan Ave. Suite 1200, Chicago, IL 60611  (“Vendor”).

Company desires to have Vendor perform certain services as further described below and Vendor desires to perform such services for Company, subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

SERVICES.
From time to time, Company and Vendor may execute one or more statements of work, substantially in the form attached hereto as Statement of Work, that describe the specific services to be performed by Vendor (as executed, an “SOW”).  Each SOW will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein.  An SOW may be amended only by written agreement of the parties.  Vendor will perform the services described in each SOW (the “Services”) in accordance with the terms and conditions set forth in each such SOW and this Agreement. Vendor will deliver to Company the deliverables, services, designs, modules, software, products, documentation and other materials or information specified in the SOW (individually or collectively, “Deliverables”) in accordance with the delivery schedule and other terms and conditions set forth in the Statement of Work.
Vendor will perform all Services only through its regular, full-time employees and through subcontractors approved in advance in writing by Company (Vendor’s employees and approved subcontractors, if any, are referred to collectively as the “Vendor Personnel”).  Vendor acknowledges and agrees that all Vendor Personnel are subject to Company’s continuing acceptance and that Company expressly reserves the right at any time to reject any Vendor Personnel for good cause.  To the extent that any Vendor Personnel are required to attend meetings at a Company facility or otherwise use any Company facility or resources, Vendor will first ensure that such Vendor Personnel have been informed of Company’s workplace, computer and security policies and procedures that are notified to Vendor by Company from time to time, and will comply with such policies and procedures at all times.
Following Vendor’s delivery of each Deliverable, Company (with the assistance of Vendor, if so requested) will review, evaluate and/or test each Deliverable to confirm that the Deliverable satisfies, conforms with or operates in accordance with the acceptance criteria, specifications or requirements for such Deliverable (collectively, the “Acceptance Criteria”), as applicable.  If the Deliverable fails to satisfy the applicable Acceptance Criteria, then Company will promptly furnish Vendor with a report that identifies the specific defects in the Deliverable (a “Defect Report”) and, if applicable, the modifications to the Deliverable that need to be made in order for the Deliverable to satisfy the applicable Acceptance Criteria.  Upon receipt of such a Defect Report, Vendor will use its best efforts promptly to modify the Deliverable in accordance with the Defect Report and re-submit the Deliverable to Company to review, evaluate and/or test in accordance with the terms of this Section.  The foregoing procedure will repeat until the Company finally accepts or rejects the Deliverable.  If Company finally rejects a Deliverable, then Company may terminate the applicable portion of the SOW or, if specified in the SOW, this Agreement, immediately upon written notice to Vendor.
Company Data. Company retains any and all rights, title and interest in and to any data it provides or transmits to Vendor; including all copies, modifications, extensions and derivative works thereof. Company hereby grants to Vendor a non-exclusive and non-transferable limited license to host, process and transmit the data, information and other materials transmitted to or through the Vendor strictly, solely and exclusively to provide the services to Company during the term of this Agreement.
1.5 Vendor shall implement and maintain a comprehensive information security program that includes reasonable administrative, physical, and technical security measures that (i) are designed to protect Company Personal Data Processed hereunder from unauthorized access, destruction, use, modification or disclosure and (ii) shall be no less rigorous than accepted industry standard practices such as those described in the International Organization for Standardization’s standards: ISO/IEC 27001 or the NIST Cybersecurity Framework.  Company shall ensure that all safeguards, including the manner in which Company Personal Data is Processed, complies with Data Protection Laws.

FEES
Company will pay the Vendor the fees specified in each SOW in accordance with the terms set forth therein. Vendor acknowledges and agrees that Company’s payment obligations are in each instance subject to Vendor’s completion of the Services relevant to that instance in accordance with the terms of the applicable SOW and this Agreement.
Unless otherwise specified in an SOW, Company will not reimburse Vendor for any expenses incurred by Vendor in connection with performing Services and any expenses incurred by Vendor in performing the Services will be the sole responsibility of Vendor.
All fees and other amounts set forth in the SOW, if any, are stated in and are payable in U.S. dollars.  Unless otherwise provided in an SOW, Vendor will invoice Company on a monthly basis for all fees and expenses payable to Vendor.  Company will pay the full amount of each such invoice within fourteen (14) days following receipt thereof, except for any amounts that Company disputes in good faith.  The parties will use their respective commercially reasonable efforts to promptly resolve any such payment disputes.
OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY.
Disclosure of Work Product.  Vendor will, as an integral part of the performance of Services, disclose in writing to Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials or information of any kind that Vendor may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Work Product”).  Work Product includes without limitation any Deliverables.
Ownership of Work Product.  Vendor and Company agree that, to the fullest extent legally possible, all Work Product will be works made for hire owned exclusively by Company.  Vendor agrees that, regardless of whether an item of Work Product is a work made for hire, all Work Product will be the sole and exclusive property of Company.  Vendor hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein.  At Company’s request and expense, during and after the term of this Agreement, Vendor will assist and cooperate with Company in all respects and will cause all Vendor Personnel to assist and cooperate with Company in all respects, and will execute documents and will cause all Vendor Personnel to execute documents, and, subject to the reasonable availability of Vendor, give testimony and take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Work Product.  Vendor hereby appoints the officers of Company as Vendor’s attorney-in-fact to execute documents on behalf of Vendor for this limited purpose.
Moral Rights.  To the fullest extent permitted by applicable law, Vendor also hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Vendor or any Vendor Personnel may have in or with respect to any Work Product, during and after the term of this Agreement.  “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right as called or generally referred to as a “moral right.”
Related Rights.  To the extent that Vendor owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other Intellectual Property Rights or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Vendor hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.
Records; Reports.  Vendor shall maintain complete and accurate records that fully and properly reflect all work done and results (including data generated) achieved in the performance of the Services.  Vendor shall maintain such records for a period of five (5) years after expiration or termination of this Agreement or such longer period as may be required under applicable law.  Vendor shall, as reasonably requested by Company, provide to Company a copy of all such records.  Vendor agrees, from time to time during the term of this Agreement, to keep Company advised as to Vendor’s progress in performing the Services and, as reasonably requested by Company, prepare written reports with respect thereto.  All such reports prepared by Vendor shall be the sole property of Company.
Inspection.  During the term of this Agreement, Vendor shall make its facilities and relevant books, records and standard operating procedures available for Company’s inspection upon reasonable advance request and at a mutually agreed time during regular business hours for the sole purpose of ensuring compliance with this Agreement (including each SOW).  In the event that, following any such inspection, Company provides Vendor with a written inspection report, within fifteen (15) days of receipt of such report, Vendor shall provide Company in writing a proposed action plan subject to Company’s prior written approval to address the issues described by Company in the report.
Confidentiality. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), that is marked in writing as “confidential” or by a similar designation or that otherwise should be considered confidential information based on the nature of the information and circumstances of disclosure.  For clarity and without limitation, Company Confidential Information includes Company’s non-public business plans and any non-public information pertaining to Company’s products and services.  Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party may only use Confidential Information of the Disclosing Party to perform its obligations or exercise its rights under this Agreement.  Except as expressly authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors or agents who need such access to perform obligations under this Agreement and who are bound to terms as least as restrictive as those in this Agreement. Neither party will disclose the terms of this Agreement to any third party (other than its affiliates, investors, and their legal counsel and accountants) without the other party’s prior written consent.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

All Confidential Information is the property of the Disclosing Party and no license or other rights are granted or implied hereby. Promptly after any request by Disclosing Party, Receiving Party will (a) destroy or return all Confidential Information and materials in its possession or control, and (b) confirm such return/destruction in writing.

Notwithstanding any other term herein, the Receiving Party may retain electronic copies of any computer records or electronic files containing any Confidential Information that have been created pursuant to standard, reasonable archiving and backup practices so long as the Receiving Party otherwise abides by the confidentiality obligations hereunder.

TERM AND TERMINATION.
Term.  This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Vendor is performing Services pursuant an SOW.
Termination for Breach.  Either party may terminate this Agreement (including all SOWs) if the other party breaches any material term of this Agreement (or any SOW) and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.
Termination for Convenience.  Company may terminate this Agreement (including all SOWs) or an individual SOW, at any time, for any reason or no reason, upon at least forty five (45) days written notice to Vendor.
Effect of Termination.
(a) Upon the expiration or any termination of this Agreement for any reason (or upon Company’s request at any time during the term of this Agreement), Vendor will promptly deliver to Company all Work Product, including all work in progress on any Work Product not previously delivered to Company, if any.

(b) Upon the expiration or any termination of this Agreement (except termination of this Agreement pursuant by Company pursuant to Section 5.2 for breach by Vendor), Company will pay Vendor any amounts that are due and payable under Section 2 for Services performed by Vendor prior to the effective date of expiration or termination.

(c) Upon the expiration or termination of this Agreement for any reason (or upon Company’s request at any time), Vendor will promptly notify Company of all Confidential Information in Vendor’s possession or control and will promptly deliver all such Confidential Information to Company in accordance with Company’s instructions.

Survival.  The provisions of Sections 3, 4, 6, 7, 8, and 9 will survive the expiration or termination of this Agreement.
RELATIONSHIP OF PARTIES.
Independent Contractor.  Vendor is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Vendor or any Vendor Personnel.  Neither Vendor nor any Vendor Personnel has any authority to bind Company by contract or otherwise. Further, Vendor shall remain fully responsible and liable for the acts and omissions of Vendor Personnel.
Taxes and Employee Benefits.  Vendor will report to all applicable government agencies as income all compensation received by Vendor pursuant to this Agreement. Vendor will be solely responsible for the payment of all compensation to all Vendor Personnel, as well as for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency.  Vendor Personnel will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits.
Without limiting the generality of the foregoing, neither Vendor nor any Vendor Personnel is authorized to bind Company to any liability or obligation, nor to represent that Vendor or any Vendor Personnel have any such authority. If Vendor and/or Vendor Personnel is reclassified by a state or federal agency or court as Company’s employee, then Vendor and/or Vendor Personnel (as the case may be), will become a reclassified employee and will receive no benefits from Company, except those mandated by state or federal law, even if by the terms of Company’s benefit plans or programs of Company in effect at the time of such reclassification, Vendor and/or such Vendor Personnel would otherwise be eligible for such benefits.

Vendor will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Vendor pursuant to this Agreement.

Liability Insurance.  Vendor acknowledges that Company will not carry any liability insurance on behalf of Vendor.  Vendor will maintain in force adequate liability insurance to support Vendor’s obligation under this Agreement, including, without limitation, coverage to protect Vendor from (i) claims under workers’ compensation and state disability acts; and (ii) claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of Vendor or any Vendor Personnel.
WARRANTIES.
No Pre-existing Obligations.  Vendor represents and warrants that Vendor has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Vendor’s performance of its obligations under this Agreement.
Performance Standard.  Vendor represents and warrants that the Services will be performed in a thorough and professional manner, consistent with high technical, professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform the Services; and in compliance with all applicable laws and regulations.
Non-infringement.  Vendor represents and warrants that the no rights of any third party, including, without limitation, any Intellectual Property Rights, rights of privacy, and rights of publicity, will be infringed, misappropriated or violated either in the performance of the Services or by any of the Work Product or their use.
Non-Solicitation of Personnel.  During the term of this Agreement and for a period of two (2) years thereafter, Vendor will not directly or indirectly solicit the services of any Company employee or consultant for Vendor’s own benefit or for the benefit of any other person or entity.
During the term of this Agreement and for a period of two (2) years thereafter, Company will not directly or indirectly solicit the services of any Vendor employee or consultant for Company’s own benefit or for the benefit of any other person or entity.

Nothing contained in this Section 6.4 prohibits or restricts a Party from soliciting, hiring or retaining an employee of the other Party as a result of a bona fide public recruitment where the employee initiates contact with the Party in response to a general job posting or advertisement by the Party.

Agreements with Vendor Personnel.  Vendor represents and warrants that all Vendor Personnel who perform Services are and will be bound by written agreements with Vendor under which: (i) Vendor owns or is assigned exclusive ownership of all Work Product; and (ii) Vendor Personnel agree to limitations on the use and disclosure of Confidential Information no less restrictive than those provided in Section 3.  If Vendor subcontracts any of its obligations hereunder, it will be responsible for the acts and omissions of each such subcontractor as if each were “Vendor” hereunder.
Vendor agrees that all Vendor Personnel will be competent and adequately trained by Vendor to perform the Services in accordance with the provisions of the applicable Statement of Work and this Agreement. Vendor shall perform both commercially reasonable and proprietary background checks, screenings and testing(s) on all personnel assigned by Hugo to provide the Services under this Agreement.

Indemnification.  Vendor will defend, indemnify and hold Company harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) any action by a third party against Company that is based on a claim that any Services performed under this Agreement, or the results of such Services (including any Work Product), or Company’s use thereof, infringe, misappropriate or violate such third party’s rights, including privacy, Intellectual Property Rights or proprietary rights; (b) any action by a third party against Company that is based on any act or omission of Vendor or any Vendor Personnel; or (c) Vendor’s or Vendor Personnel’s unauthorized use, disclosure, or loss of Confidential Information.
Limitation of liability.  In no event will either Party be liable to the other Party for any indirect, incidental, special, consequential or punitive damages, including (without limitation) loss of profit, income or savings, even if advised of the possibility thereof.
GENERAL.
Assignment.  Vendor may not assign, transfer or delegate any of Vendor’s rights or obligations under this Agreement, in whole or in part, without Company’s express prior written consent.  Any attempted assignment, transfer or delegation, without such consent, will be void.  Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assigns.
Equitable Remedies.  Because the Services are personal and unique and because Vendor will have access to Confidential Information of Company, Company will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without having to post a bond or other consideration, in addition to all other remedies that Company may have for a breach of this Agreement.
Attorneys’ Fees.  If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, excluding that body of law pertaining to conflict of laws.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Chicago, Illinois, Cook County, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
Severability.  If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
Notices.  All notices required or permitted under this Agreement will be in writing and delivered by confirmed e-mail, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.  All notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other.
Entire Agreement.  This Agreement, together with all Exhibits and SOWs, constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.  No term in any SOW will be deemed to amend the terms of this Agreement unless the SOW references a specific provision in this Agreement and provides that the SOW is amending only that specific provision of this Agreement and only with respect to Services performed pursuant to such SOW. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
Waiver.  The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same other provisions hereof.
No Election of Remedies.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
Counterparts.  This Agreement and any SOW or amendment hereto or thereto, may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  Delivery of a signed copy of this Agreement or any amendment hereto by fax or e-mail/pdf shall have the same effect as delivery of an original.

EXHIBIT A

STATEMENT(S) OF WORK AND SERVICE LEVEL AGREEMENT

Effective Date. This Statement of Work designated “Statement of Work #1” (SOW #1)  is dated as of _________, 2024.
Service(s) Description. The Company has engaged Hugo to provide one or more of the following Services, openly subject to revision:
[E.g. Omnichannel CX: Voice + Non-Voice Support]
[E.g. Marketplace Operations: Purchasing, Inventory & Logistics Services]
[E.g. Funnel Optimization: Lead Enrichment, CRM Entry & Outreach]
Pilot. The Company agrees that the initial engagement shall be a risk-free pilot (“Pilot”), whose definition shall be a zero-cost, 30-day trial.
Should Hugo be retained post the Pilot, the Pilot’s costs will be billed retroactively, and in totality, as part of the Company’s first invoice. Whereas, in the event of discontinuation by either party, there shall be zero cost to the Client.

Number of Seats. The Company wishes to retain execution capacity, herein referred to as “Seats”, as part of this engagement.
For purposes of this agreement, a seat shall be defined ‘per shift’, with each shift constituting a contiguous eight (8) hour work day.

[Insert Vertical from Section 2]
[#] (# in words) seat(s) to provide the Services (“Operators”, “Specialists” or “Agents”). This number may be increased or decreased either upon request by the Company, and/or as the account requires.
[#] (# in words) Quality Control (“QC”) Analysts at the onset of the engagement. This number may be increased or decreased either upon request by the Company, and/or as the account scales.
[#] (# in words) Team Lead (“TL”). This number may be increased or decreased either upon request by the Company, and/or as the account scales.
Seat capacity may be changed at any time, for any reason, by the Company, with reasonable notice to the Vendor.
Billable Hours.
Weekdays. The Company agrees that Services shall be rendered for a total of 8 (eight) hours per day, 5 (five) days per week.
The Vendor agrees that its Services will be made available for up to a total of 24 hours per day, split by 8 hour shifts. The number of shifts per 24-hour-day may be ratcheted up or down at the election of the company, with a notice period of 30 days.

Weekends. The Vendor agrees that its Services will be made available on weekends, for a total of up to 24 hours per day, split by 8 hour shifts, 2 weekend-days per week, upon request by the Company, with a notice period of 30 days.
Holidays. The Vendor agrees that its Services will be made available on all U.S. and U.K. public holidays upon request by the Company.
Overtime. The Vendor agrees to make Vendor Personnel available for overtime as required by the Company, with reasonable notice.
Overtime will be defined as any hours in excess of the standard U.S. 40-hour workweek, split across 5 of the possible 7 work days per week. Hugo agents are permitted to work up to two additional hours per workday or ten additional hours per week.

Amendments. Billable hours and headcount may be changed at any time by the Company at its discretion, with a notice period to Vendor of 14 days.
Service level Tracking, Reporting + Guarantees.
Service Level Tracking:
The Vendor commits to tracking the performance of each of Hugo’s agents assigned to, and retained by the Company;
Service Level Reporting:
Weekly Business Review (“WBR”) reports and Quarterly Business Review (“QBR”) reports shall be generated and presented to the Company.
Service Level Guarantees:
CSAT: The Vendor guarantees that its assigned agent(s) will meet CSAT targets, as specified or stipulated by the Company, for new tickets assigned to Vendor personnel via the Company’s designated service delivery software;
Min. First Response Time: The Vendor guarantees that its assigned agent(s) will meet maximum first response times, as specified or stipulated by the Company, for new tickets assigned to Vendor personnel via the Company’s designated service delivery software;
Escalation: Vendor guarantees that its assigned agent(s) will escalate in a manner designed, designated and/or approved by the Company, and will do so according to a prescribed sequence and chain of command mutually agreed upon by ‌the Company and Vendor;
Amendments: Upon request, the above Service Levels, its thresholds, terms and conditions, may be amended at the convenience of the Company.
Billing Rate + Structure. The Company agrees that the Services will be billed at the following rates, where the applicable seats have been requested:
$12.00 (Twelve U.S. dollars) per hour per seat – Agents.
$15.00 (Fifteen U.S. dollars) per hour per seat – QAs. Activated at 1 QA to 6 Agents.
$18.00 (Eighteen U.S. dollars) per hour per seat – Team Leads.
20% premium to base rates per hour per seat, for all overtime and weekend services.
U.S. Holidays, Weekends, Swing Capacity + OT: U.S. Holidays, weekends, seasonal/swing capacity and/or overtime (defined as: hours over the standard 40 hours/week) will be billed at a 20% premium to base pricing.
In-Cycle Weekend, Swing Capacity + OT Requests: Any previously unscheduled weekend, swing or OT capacity requested in between billing cycles, shall be invoiced as part of the period’s invoice.
Payables Terms. Monthly booked capacity shall be invoiced 4 days following the close of each applicable month, and shall be payable 14 days following the invoice date.

Software and Technology. Company shall provide, at its expense, access and credentials to all necessary service-delivery related software, systems, and technology, required for the Vendor to perform its function under this agreement.
Credits. The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. Any breach of its Service Level Guarantees which falls in excess/deficit of a +/- 7% margin, measured cumulatively over the course of a given calendar month, or any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will be excluded from any Service fee calculations.