Service Agreement, Trade Secret and Confidentiality Agreement

Services Agreement, Trade Secret and Confidentiality Agreement

This Services Agreement, Trade Secret and Confidentiality Agreement (the “Agreement”) is between you as “The Client” and The Service Center, LLC, an Idaho Limited Liability Company (“TSC”), located at PO Box 735, Emmett, ID 83617

  1. Purpose. The purpose of this agreement is for TSC to provide to Client the selected goods and/or services described in the Service Name and Description List on Page 1, as they are outlined and defined in Exhibit A.
  1. Pricing, Invoicing and Payment

     (a) TSC’s prices for the goods and services are spelled out in the Service Name and Description List on Page 1. For more information, see Exhibit A

     (b) TSC shall submit invoices to Client in accordance with the schedule on Exhibit A. Client agrees that TSC may submit invoices via email or other electronic means.

     (c) Client authorizes TSC to enroll them in Automatic draft, which will automatically debit their credit card or bank account on the due date of each monthly invoice, in accordance with the payment schedule in Exhibit A.

     (d) Client shall pay the undisputed portion of each invoice within 15 days after it receives the invoice (Net 15) if not set up for automatic draft.

  1. Term and Termination. This Agreement is for a two-month, or 60 days from the Effective Date.  After 60 days, it shall automatically renew on each anniversary of the Effective Date until either party gives 30 days written notice of termination to the other party, unless otherwise agreed upon in writing.
  1. Confidentiality.  Each party hereby acknowledges that it may from time to time receive proprietary and confidential information and trade secrets of the other Party (“Confidential Information”) in electronic form or otherwise and that such Confidential Information is very valuable to the other Party.  Any information provided by one Party to another shall be deemed confidential unless otherwise noted by the disclosing Party (or unless otherwise falling into one of the categories of non-confidential information set forth below). Such Confidential Information may include, without limitation, the terms of this Agreement, and information regarding a Party’s Clients.

Neither Party will disclose such Confidential Information of the other Party to any third party (other than each Party may share such information and data with its respective attorneys and independent accountants) or use the Confidential Information for any purposes other than the purposes of this Agreement.  Each Party will use commercially reasonable efforts (but not less than those efforts required by its internal policies and practices) to prevent any unauthorized person from having access to any Confidential Information.

Notwithstanding anything to the contrary set forth in this Agreement, the requirement of non-disclosure and the obligations of confidentiality shall not apply to any information that: (a) at the time of disclosure is legally in the possession of the other Party with no duty of confidentiality, (b) is independently developed by the other Party, (c) is or becomes publicly available through no wrongdoing of the other Party, (d) becomes available to the other Party, on a non-confidential basis from a person, other than the disclosing Party, who is not bound by a confidentiality obligation or otherwise restricted from transmitting the information to the other Party, or (e) is disclosed pursuant to an order by a count or other governmental body, or other lawful process, to disclose; however, the disclosing Party shall have the right to obtain a protective order which limits the disclosure to the minimum amount necessary to comply with the order.

In the event a Party or any of its representative is requested (by oral question or request for information or documents in legal proceeding, interrogatories, subpoena or similar process) by any individual or entity or any local, state or federal governmental agency, to disclose any of the Confidential Information of the other Party (“Discloser”), the Party receiving such request (“Recipient”) will (i) provide the Discloser with prompt (and in any event with three (3) business days) notice of any such request or requirement, (ii) cooperate fully with the Discloser, so that either or both Parties may seek an appropriate protective order, and (iii) in the event an order is issued, comply with the terms and intent of this Agreement to the fullest extent possible without violating such order of the court.  Nothing herein shall preclude disclosure of such Confidential Information pursuant to any lawful process if (i) Recipient has been provided with an opinion of competent counsel that such disclosure is mandated by applicable law, (ii) disclosure is then made to the minimum extent necessary to comply with such process, (iii) Recipient seeks reasonable and appropriate confidentiality arrangements from the body issuing such process under which disclosure will be made, and (iv) disclosure is made under such confidentiality arrangement as may be approved or directed by the body issuing such process.

  1. Trade Secret Information. Client acknowledges that TSC has expended considerable resources in building its base of employees and independent contractors (“Service Personnel”) who provide the types of services that TSC is providing to Client.  Client further acknowledges that the names, titles and contact information of the Service Personnel collectively constitutes Trade Secret information that TSC has taken reasonable steps to protect from unauthorized disclosure or use. Client agrees that, for so long as TSC continues to take reasonable steps to protect the Service Personnel information as a Trade Secret, Client will protect it under the provisions of the Confidentiality section, above.
  1. Non-solicitation of Service Personnel. During the Term of this Agreement and for 12 months after termination or non-renewal of this Agreement, Client shall not, directly or indirectly, for itself or for any other person, firm, corporation, partnership, association, or other entity 

     (a) employ; 

     (b) hire as an independent contractor; or 

     (c) attempt to employ or hire any of TSC’s Service Personnel, agents, staff, or other individuals employed by TSC.

  1. Governing Law; Venue; Jurisdiction; Attorney’s Fees & Costs.   

     (a) The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the State of Idaho, with regard to its conflicts of laws principles.

     (b) The venue for any disputes relating in any way to this Agreement shall be the state or federal courts in Ada County, Idaho.  The parties consent to the exclusive jurisdiction of those courts.

     (c) The prevailing party in any dispute shall be awarded its reasonable attorney’s fees and costs of the dispute. The prevailing party is the one who achieves substantially the result it sought in a particular action, such as a defendant winning a motion to dismiss a lawsuit.      

  1. Entire Agreement; Amendment.  This Agreement states the entire agreement between the parties on the subject matter herein.  This Agreement may only be changed by a written, specific amendment, signed by authorized representatives of each party.

Definition of Services

Exhibit A 

Pricing and Description of Live Receptionist Services:

 

Monthly Subscription: The monthly subscription is the amount charged to the client each month to have access to full-time support staff that is logged in, awaiting calls or tasks. This amount will be charged to the client regardless of the amount of usage for other services. Some packages will have free minutes included. Promotional rates may also be discounted if applicable. 

Usage Rate: Separate from the base rate, each minute used for inbound and/or outbound is charged at a per-minute rate for connected calls. A “connected call” is one that the agent has successfully answered an incoming call, or for outbound, dialed a number and successfully reached an live person or answering machine. Leaving a voicemail counts as a connected call. After-call work is also billed per minute, where the agent ends the call and takes time to enter notes into the system, and wrap up the remaining tasks outlined in the script or process. For all scenarios, this per-minute rate is calculated to the nearest whole second, and is not rounded further. Per-minute rates vary depending on the base package. The higher the base rate, the less the per-minute rate will be. We do not charge for time spent in queue, abandoned calls, or testing and training purposes. Occasionally you will see time on your report for “testing and training purposes” where agents will check the system to ensure call flows are working properly, or for training and quality assurance purposes. While this time does appear on the weekly/monthly reporting, it is excluded from the billing calculations when invoicing. 

Usage rates for Accounting, Website and Graphic Design, Virtual Assistant Services, Software Development and all other services no pertaining to phone calls or customer service, will be billed by the hour, with a set number of hours pre-purchased each month with the monthly subscription, or by buying additional hours if needed (see below).

Holiday Fees: In the event that the Client requests holiday service (New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day), there will be an additional fee of $40 per month added to their subscription. This $40 monthly fee is the equivalent of $5 per available hour for 96 total hours over the 6 major holidays. It is broken down into more manageable monthly payments. Clients who decline the optional holiday rate will have all calls routed to voicemail and return calls will be made on the next business day.

Toll Free/Local Number Subscription Fee: Each phone line requested is $10 per month for the first 10 lines. Any additional lines after 10 will be billed at $5 per month per line. The Preferred, Advanced, and Premier package include one (1) complimentary phone line, then $10 per line for the first 10 lines, and $5 per line thereafter. 

SMS Text Messaging Subscription: Long code phone numbers are available for sending/receiving sms text messages to you as a member, as well as your customers. Each  requested line is $10 per month for the subscription, and $0.25 per text. Groups of over 100 numbers will be sent at a discounted rate of $0.15 per individual text (500 numbers = 500 texts). A single text consists of up to 160 characters. Texts over 160 characters will be counted as 1 text for each 160 character part, up to 960 characters per message. A character is a letter, number, symbol, space or punctuation mark.

Sub Account Fee:  Each sub account is billed at $35 per month. All services of the sub account will be identical to the parent account, unless otherwise noted. Separate accounts may also be used in place of sub accounts.

Voicemail to Email:  If a voicemail is received during off hours, a recording of the message can be made available upon request. No additional fees are added other than the per-minute rate for the time it takes the agent to process the request.

Call Recordings and Recording Patching:  We have the ability to playback a recording to a client, or caller upon request. Playback is available for recordings less than 30 days old and are billed at the per-minute rate of their current package. Any recording older than 30 days will be purged and no longer available, unless requested by the client. Data storage for recordings can be purchased for $10 per month, and recordings will be stored for up to one year past the date of the recording.

Custom Greetings and Directories:  A basic greeting message will be recorded with your business name, as well as a default voicemail greeting. If you would like a custom greeting message (i.e. music in background, professional voiceover, etc.) there is a one-time fee of $49. 

Setup and Training Fee:  Training, implementation and other costs incurred for each new business are recovered by charging a setup fee for each business. The setup fee is non-refundable, and non-negotiable. There are options for payment terms, at the discretion of TSC and may require a short term contract (i.e. $500 if paid up front, or $60 per month for 12 months if paid monthly). The cost of the set up fee varies by each package, not accounting for promotions or discounts. The fee will be quoted in the Service Name and Description List on Page 1. Please speak with your sales representative if you have any questions.

CRM Subscription Fee:  If the client does not already have a CRM, a FREE basic subscription to HubSpot will be included with each package. Advanced subscriptions will vary, and can be purchased from TSC separately. 

Security/Compliance Subscription Fee: TSC will remain compliant for HIPPA, PCI, SSL and other encryption or compliance. If requested, these features will be billed at an additional rate. These specialty features will be quoted separately.

Sales and Use Taxes:  State and local taxes will vary depending on the state. Federal taxes are generally not applicable for services other than for payroll taxes that the federal and state governments require. A “Use Tax” may be required in your state. Speak with your sales representative for specifics regarding the current tax rules in your state.

Invoicing and Payment Schedule: Invoices are sent at the end of each billing cycle. Your billing cycle will be either (a) at the end of each month; or (b) on the monthly anniversary of the date of this contract. Payments can be made electronically via bank transfer, ACH deposit, all major credit cards, or debit card. Automatic draft should be set up from a checking account or credit card.

Reporting: Reports will be generated on a weekly and/or monthly basis. We do not yet have the ability to measure your minutes used in real time. Your weekly reports will have a total number of minutes used, where you can quickly estimate the total expenses by calculating the total minutes by $0.99 and adding your base rate in as well. Price on the invoice may vary slightly depending on other factors and services ordered. 

Pricing and Description of Virtual Assistant Services:

Monthly Subscription: The monthly subscription is the amount charged to the client each month to have a predetermined amount of hours allocated to their available balance. This amount will be charged to the client regardless of the amount of usage for other services. 

Usage: Usage describes the amount of time a virtual assistant will work and the time is debited from the available balance. The higher the base rate, the less the per-minute rate will be. Usage rates for Accounting, Website and Graphic Design, Virtual Assistant Services, Software Development and all other services no pertaining to phone calls or customer service, will be billed by the hour, with a set number of hours pre-purchased each month with the monthly subscription, or by buying additional hours if needed.

Pricing and Description of Website and Graphic Design Services:

Monthly Subscription: The monthly subscription will cover all requested changes, search engine optimization, maintenance, updating, and plug in repair. This monthly subscription does NOT include any ad spend for online or print advertising or social media management. This amount will be charged to the client regardless of the amount of usage for other services. 

Setup: The setup cost is for the initial design and build of the website. It does not include ongoing maintenance or changes without additional charges. For unlimited changes and maintenance, please choose a monthly subscription package.

Pricing and Description of Accounting, Bookkeeping, Payroll and Tax Filing Services:

Monthly Subscription: The monthly subscription will cover the subscription cost of QuickBooks Online Plus and TSheets, as well as the hours for training and support that come with each package. It does not include any personal or business tax planning or filing fees. 

Usage: Additional hours for single-use can be purchased at any time and redeemed when needed. You may also purchase bookkeeping and accounting time as a gift for others.

Pricing and Description of Human Resource Services:

Hiring Services: The hiring services will include job posting on Indeed, FaceBook, and LinkedIn. It will also include initial phone interview screening, and live interview screening for each applicant. Drug testing, background checks, state reporting, and workers compensation insurance are purchased separately. 

If you have any additional questions about your services, please call 208-315-6500.