MASTER SERVICE AGREEMENT TERMS AND CONDITIONS
Exhibit
10.75
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Professional
Services
Solutions
Placements
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0000
Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxx Xxxx, XX 00000 (713)
465-1507
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a
Division of Temporary Professionals,
Inc.
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TERMS
AND CONDITIONS
THIS
MASTER SERVICE AGREEMENT, this “Agreement,” is made and entered into this
4th
day of
February,
2008
between TEKOIL
& GAS CORPORATION,
(“CLIENT”) and the Corporate Accounting Group, which is a Division of Temporary
Professionals, Inc., a Texas Corporation (“CAG” or “TPI” respectively). This
Agreement sets forth the general terms and conditions pursuant to which CAG/TPI
will provide services to CLIENT. The specific engagement scope and pricing
will
be separately documented in the Engagement Letter(s)/Proposal(s) dated at such
time agreement upon services is reached, and any such additional Engagement
Letter(s)/Proposal(s) as may be accepted by CLIENT from time to time
hereafter.
1. Location.
Services
will be performed at sites established by CLIENT unless otherwise agreed to
in
the Engagement Letter(s)/Proposal(s).
2. Rights
of Title.
All
reports, workpapers, programs, manuals, discs, tapes, listings and any other
material prepared solely under this Agreement by CAG/TPI employees shall belong
exclusively to CLIENT. CLIENT shall have the right to obtain from CAG/TPI and/or
CAG/TPI’s employees, and to hold in CLIENT’s name all copyrights, trademark
registrations, patents or other protection CLIENT may deem appropriate to
protect such reports. CAG/TPI agrees to give CLIENT reasonable assistance,
at
CLIENT’s expense, required to protect the rights defined in this paragraph.
CLIENT acknowledges that CAG/TPI has the right to maintain for its own record
keeping purposes a copy of all reports, workpapers, programs, manuals, discs,
tapes, listings and any other material prepared under this Agreement by
CAG/TPI’s employees to the extent the maintenance of such records is required by
applicable law.
3. Termination.
Unless
otherwise provided for in the Engagement Letter(s)/Proposal(s), either party
may
terminate this Agreement for any reason upon two weeks notice. Upon termination,
CLIENT shall pay CAG/TPI’s final invoice for all amounts due under the terms of
section 4 below. In the event of termination of this Agreement for any reason,
the obligations of the parties under Sections 2 (Rights of Title), 8 (Mutual
indemnification), 10 (Limitation of Liability), 11 (Confidential Information),
12 (Recruiting of Personnel) and 15 (Mediation) shall survive
termination.
4. Payment.
CAG/TPI
shall be paid at the billable rates and/or fees set forth in each Engagement
Letter(s)/Proposal(s).
| (a) |
CAG/TPI
shall invoice CLIENT on a bi-weekly basis. Terms shall be net
15 days. All objections by CLIENT to an invoice must be made in
writing to CAG/TPI within fourteen days after the date of the invoice.
If
no objections are received by CAG/TPI within such fourteen-day period,
the
invoice shall be deemed accepted by
CLIENT.
|
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Professional
Services
Solutions
Placements
|
|
|
0000
Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxx Xxxx, XX 00000 (713)
465-1507
|
a
Division of Temporary Professionals,
Inc.
|
| (b) |
If
payment has not been received as set forth herein, CAG/TPI reserves
the
right, in addition to any other rights it may have, to (i) suspend
the
services until such payment is made in full, (ii) charge interest
on the
amount past due at the lesser of 1.5% per month or the maximum allowed
by
law and (iii) invoice CLIENT for all costs of collection including
reasonable attorney’s fees.
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5. Taxes.
CLIENT
shall be responsible for payment of all taxes (excluding CAG/TPI’ own payroll
and income, franchise or other similar taxes), if any, levied upon the services
provided under this Agreement.
6. Insurance.
CAG/TPI
agrees to maintain the following insurance for its employees.
| (a) |
Worker's
compensation insurance covering all CAG/TPI
employees;
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(b)
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Employer's
liability insurance;
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(c)
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Comprehensive
general liability insurance for combined bodily injury and property
damage; and
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(d)
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Professional
liability insurance.
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CAG/TPI
agrees to provide CLIENT with certificates of insurance upon
request.
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7.
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Independent
Contractor Relationship.
The parties understand and agree that the personnel assigned by CAG/TPI
to
CLIENT under this Agreement are CAG/TPI’ employees or agents. Under no
circumstances are such personnel to be considered CLIENT employees
or
agents for any purpose whatsoever, including but not limited to,
medical,
health or accident insurance or plans; retirement or pension plans
or
benefits; incentive, bonus or similar plans; sick, disability or
vacation
pay or allowances; and the use of credit cards. CAG/TPI shall perform
its
obligations under this Agreement as an independent contractor and
not as
an agent or joint venture partner of
CLIENT.
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8.
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Mutual
Indemnification.
CAG/TPI agrees to indemnify and hold harmless CLIENT for any injuries
to
persons or property caused by the negligent, intentional or willful
acts
of CAG/TPI’ employees in connection with the performance of services under
this Agreement. CLIENT agrees to indemnify and hold harmless CAG/TPI
for
any injuries to persons or property caused by the negligent, intentional
or willful acts of CLIENT’s employees in connection with the performance
of services under this Agreement.
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9.
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Warranty.
CAG/TPI warrants that the services will be performed diligently,
in a
workmanlike and professional manner, by individuals who have skill
and
experience commensurate with the requirements of the services. Other
than
those contained in this section, CAG/TPI makes no other representations
or
warranties with respect to the
services.
|
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Professional
Services
Solutions
Placements
|
|
|
0000
Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxx Xxxx, XX 00000 (713)
465-1507
|
a
Division of Temporary Professionals,
Inc.
|
|
10.
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Limitation
of Liability.
CLIENT understands and agrees that CAG/TPI will not be liable for
any
punitive, incidental, consequential or indirect damages, and CLIENT
hereby
waives any right to seek such damages against CAG/TPI. CLIENT agrees
that
CAG/TPI’s liability for any damages arising out of work performed pursuant
to an Engagement Letter shall not exceed those charges paid to CAG/TPI
by
CLIENT for that engagement. The limitations on liability set forth
in this
Section 10 will not, however, apply to damages resulting from the gross
negligence or willful misconduct of CAG/TPI, or any breach by CAG/TPI
of
its obligations hereunder, and shall not apply to damages for which
CAG/TPI is liable, pursuant to Section 8
hereof.
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11.
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Confidential
Information.
Each party agrees that during and after the term of this Agreement
it will
keep secret and will not, without the prior written consent of the
other,
use or disclose to any third party any confidential or proprietary
information relating to the business of the other party or that party's
customers learned by such party or disclosed to such party in connection
with this Agreement. The restrictions of this section 11 shall not
apply
to any information which (i) is or becomes generally available to
the
public other than as a result of a breach of this section 11 by the
receiving party, (ii) was available to the receiving party on a
nonconfidential basis prior to its disclosure under this Agreement
or
(iii) becomes available to the receiving party on a nonconfidential
basis
from a third party which was not itself bound by a confidentiality
obligation and was free to disclose the
information.
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12.
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Recruiting
of Personnel.
The parties agree that they will not hire from each other any employees
involved in an engagement hereunder for a period of one year following
completion of the engagement.
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13.
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Entire
Agreement.
This Agreement and the Engagement Letter(s)/Proposal(s) referred
to, as
well as any written amendments, shall constitute the entire agreement
between the parties and supersedes all previous communications,
representations, understandings, concurrent or subsequent purchase
orders,
and agreements, whether oral or written, between the parties or any
officer or representative of the parties. CLIENT has not relied upon
any
representations other than those set forth in this Agreement and
the
Engagement Letter(s)/Proposal(s) referred to herein. In the event
of a
conflict in terms between this Agreement and the terms of any Engagement
Letter(s)/Proposal(s), the terms of this Agreement
control.
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14.
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Amendments.
No
amendments or other variation to this Agreement shall be effective
unless
in writing and signed by an authorized person on behalf of each
party.
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15.
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Mediation.
In
the event of a controversy or claim arising out of or relating to
this
Agreement, or the breach of the same, the parties shall use their
best
efforts to mediate and settle the same through consultation and
negotiation in good faith and a spirit of mutual cooperation.
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16.
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Governing
Law.
The laws of the State of Texas shall govern this Agreement. Both
parties
consent to the jurisdiction of the courts in the State of Texas in
the
event of any litigation concerning this Agreement or the services
provided
in connection with this Agreement. No action arising out of this
Agreement, regardless of the form, may be brought by either party
more
than one year after the cause of action has
accrued.
|
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Professional
Services
Solutions
Placements
|
|
|
0000
Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxx Xxxx, XX 00000 (713)
465-1507
|
a
Division of Temporary Professionals,
Inc.
|
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17.
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Severability.
If
any provision of this Agreement is determined to be unenforceable
or
invalid, the remaining provisions of this Agreement shall remain
in full
force and effect.
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18.
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Force
Majeure.
CAG/TPI and CLIENT shall not be liable for any failure to perform
or delay
in performance of its obligations under this Agreement or any Engagement
Letter(s)/Proposal(s), resulting from the elements, acts of God or
any
other cause beyond the reasonable control of the party failing to
perform.
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19.
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Notices.
Any notices required under this Agreement shall be in writing. Notices
shall be delivered in person or sent by overnight courier or facsimile
addressed to the addresses in the Engagement Letter(s)/Proposal(s).
Notice
shall be effective when sent by overnight courier or facsimile or
upon
delivery if delivered in person.
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20.
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Signature.
This Agreement is not binding upon CAG/TPI until it is signed by
an
authorized CAG/TPI corporate representative or CAG/TPI Managing
Director.
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For
: Corporate Accounting Group / Temporary Professionals,
Inc.
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By
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/s/
Xxx X. Xxxx
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Name
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X.
X. Xxxx
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Its
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Managing
Director
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For
CLIENT: TEKOIL
& GAS CORPORATION
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By
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/s/
Xxxxx Clear
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Name
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Xxxxx
Clear
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Its
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COO
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02/13/2008
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