SOW Terms and Conditions

Changes in Project Scope

Superior Managed IT will not provide professional services beyond the scope of this agreement without the written consent of The Customer. Any and all scope changes will be approved, in writing, by The Customer and Superior Managed IT.

Warranty

Superior Managed IT warrants that the services performed under this agreement will be performed in a professional, competent, and diligent manner using generally accepted industry standards and practices. The work performed by Superior Managed IT consultants is guaranteed to meet expectations outlined in this document.

Limitation of Warranty

The warranty above is exclusive and is in lieu of all other warranties, express, implied, statutory or otherwise with respect to the services or products provided under this agreement, the performance of materials or processes developed or provided under this agreement, or as to the results which may be obtained therefrom, and all implied warranties of merchantability or fitness for a purpose. Superior Managed IT shall not be liable for any services or products provided by third-party vendors, developers, or consultants identified or referred to The Customer by Superior Managed IT during any aspect of a project under this agreement, or otherwise.

Limitation of Liability

Superior Managed IT’s liability to The Customer under this agreement and with respect to any services contemplated by this agreement shall be limited to damages directly attributable to defects in the services provided by Superior Managed IT, direct actions of Superior Managed IT, its agents, employees, or assigns, and/or breaches of this Agreement. Superior Managed IT shall not be liable for any damages caused by unauthorized modification of any computer programs or code, by anyone other than Superior Managed IT, provided pursuant to this agreement. Additionally, Superior Managed IT shall not be liable for any damages resulting from any subsequent modifications of The Customer systems, data, computer programs, code, or otherwise upon which Superior Managed IT originally provided such services.

In no event shall either party be liable to the other party for any incidental, consequential, indirect, or punitive damages (including but not limited to lost profits), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damages. Nothing contained in this section, or elsewhere in this agreement, or in any ancillary Statements of Work, appendices, or other attachments, shall serve to limit a party’s liability, or financial obligations therefrom, for acts involving that party’s gross negligence or willful misconduct.

Service Obligations

Superior Managed IT shall provide Services with a high degree of professionalism and in accordance with generally accepted industry standards. The Services shall be provided according to a project schedule or proposal set forth in the Statement of Work. Superior Managed IT will perform background checks on all Superior Managed IT employees and verify the employee’s credentials.

Confidentiality

Superior Managed IT agrees that all information obtained by it and its employees in the course of providing the services contemplated by this Agreement will be held in strictest confidence and will be divulged only to those employees who have a need to know such information. Superior Managed IT hereto shall direct such employees to treat such information confidentially and shall advise such persons of the confidential nature of such information. Superior Managed IT's obligations of confidentiality survive termination of this Agreement.

Statement of Confidentiality

The descriptive materials and related information in this document contain information that is confidential and proprietary to Superior Managed IT. This information is submitted with the express understanding that it will be held in strict confidence and will not be disclosed, duplicated or used, in whole or in part, for any purpose other than evaluation of the accompanying statement of work.

Joint Assumptions

Prior to the commencement of the Project, each party will designate and identify to the other party one (1) executive-level person within its organization (“Project Sponsor”) who has been given the power and authority to make final decisions and resolve internal disputes about the Project and each Party’s obligations. Both Parties agree to carry out their respective responsibilities according to this WO and the project plan and/or schedule once it has been mutually agreed to by both Parties.

Resource Availability

The timely completion of this engagement will depend on the availability of the necessary The Customer personnel committed to this effort. Superior Managed IT and The Customer will both provide adequate resources (personnel and other necessary resources) for which each respective party is responsible are available when needed throughout the duration of this engagement.