Client Support Pros - Support Division Terms & Conditions

Terms and Conditions Service Agreement
Effective upon submitting payment to CSP

This agreement for support services (“Agreement”) is made effective into the first day payment has been made (“Effective Date”) between Client Support Pros, LLC (“CSP”) and Client (“Client”). CSP and Client may be referred to as a “party” or collectively as “the parties.”

Services.  Client hereby retains CSP to provide marketing support, client account management and client communications services, and CSP agrees to provide such services to Client, on the terms and conditions of this Agreement. Services shall be provided Monday through Friday from 9:00 a.m. to 5:00 pm CST. The specific services and/or such other hours or additional terms as may be mutually agreed by the parties shall be described in a separate agreement that shall be executed by both parties. These included services also include Supervisors and Management as needed. 

Term of Agreement. The term of this Agreement is month to month. This Agreement expires on the last day of the month of service but shall automatically renew for a term of each month unless at least thirty (30) days prior to the expiration period, Client gives written notice to CSP of Client’s intent to terminate this Agreement.

Price. In consideration for the services, Client shall pay CSP a monthly service fee of the amount paid per month per part time or full time assigned Account Manager. CSP shall auto renew Client according to the agreed upon staffing level going into the following 30 day cycle.

Holiday Policy. Employee holidays are paid by CSP, and those dates will be provided to Client upon request. 

Termination of Agreement. Either party may terminate this Agreement upon notice in writing if the other party is in breach of any material obligation contained in this Agreement or Exhibit thereto, which is not cured within 30 days of written notice from the other Party. Client acknowledges and agrees that in the event it is in breach of this Agreement or terminates this Agreement without at least 30 days notice or without providing CSP an opportunity to cure, both as provided herein, CSP shall be entitled to liquidated damages equal to the monthly service fee multiplied by the number of months remaining in the term of this Agreement.  No refunds will be given for any payments made.

Non-Solicitation of CSP Employees. During the term of this Agreement, and for a period of one (1) year after termination or expiration of this Agreement, Client shall not employ or offer employment to any person who is presently employed by CSP or has been employed by CSP within one (1) year prior to the Effective Date. If Client violates or threatens to violate any of the provisions or covenants under this provision, CSP shall be entitled to exercise, at its sole discretion, any or all of the following remedies:

a) Immediate termination of this Agreement.

b) A temporary restraining order and/or other injunctive relief barring Client from employment of such person. The parties agree that irreparable damage for which monetary damages would not be an adequate remedy would occur if Client were to employ or offer employment to any such person, and that such relief may be granted without the necessity of proving actual damages.

c) Payment from Client in an amount equal to the monthly service fee above for 90 days, or $7,000.00 per employee, whichever is less, but in any event not less than one’s month’s service fee.

Such remedies are in addition to and not in limitation of any other rights or remedies to which CSP is or may be entitled to at law or in equity or under this Agreement including a claim for money damages and CSP’S costs, expenses and attorney’s fees incurred in pursuing such remedies.  Client further agrees that CSP shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition of obtaining any remedy referred to in this paragraph

Confidential Information.  Client shall not disclose the terms of this Agreement to any competitor of CSP, including but not limited to information concerning specific services or pricing. Further, both CSP and Client (the "Receiving Party") shall hold in trust for the other party (the "Disclosing Party"), and shall not disclose to any person, firm or entity other than the Receiving Party's employees and agents who have a need to know such information in order to perform the services contracted herein and shall not use in any way detrimental to the Disclosing Party any confidential or proprietary information of the Disclosing Party ("Confidential Information"). Without limiting the generality of the foregoing, "Confidential Information" includes any and all information relating to the Disclosing Party's products, services, research, development, trade secrets, marketing and business plans, strategies, customers, management and personnel, but does not include information in the public domain other than by reason of a breach of these general terms and conditions. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall cooperate with the Disclosing Party's attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of the Agreement for a period of two (2) years. 

Cooperation. The services to be provided under this Agreement are based in part on information provided by Client. Client shall ensure all documents, information and data necessary for CSP to perform such services will be made available  CSP in a timely fashion. Client will make available such employees of its organization as are necessary to assist CSP in fulfilling its obligations under this Agreement. 

CSP Personnel. CSP shall have sole discretion over the identity of its personnel used to provide the services contemplated by this Agreement; provided, CSP shall ensure that the services will be performed by reliable and adequately trained personnel in sufficient number to provide such services. If specific personnel are specified on any other written agreement or any other document executed by the parties, CSP shall use reasonable efforts to provide the services using those personnel; provided, CSP is entitled to replace such personnel with personnel of equivalent qualification and experience at any time.

Attorney’s Fees. In the event either party institutes any legal suit, action, or proceeding against the other to enforce this Agreement or obtain any other remedy in respect of any breach of this Agreement, including but not limited to either or both of the remedies described in paragraph 6, above, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees, expenses, costs and disbursements.

Relationship of the Parties. Nothing herein shall be construed to create a joint venture or partnership between the parties or an employer/employee or agency relationship. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. 

Limitation of Liability. Neither party’s liability for damages from any cause of action whatsoever, regardless of the form of the action, will exceed the fees paid or to be paid by Client under this Agreement. In no event shall either party be liable for lost profits or any indirect, incidental, consequential or special damages of any nature whatsoever including, without limitation, damages arising from the loss or use of any software or hardware, costs of procurement of substitute services, lost data, lost profits or revenue, damage to goodwill, or for any claim or demand by any third party, whether in contract or tort, arising out of or related to this Agreement or the performance or breach thereof

No Infringement. The parties represent and warrant that their disclosure and delivery of any code, information, documents, software or any other materials, and use thereof, as contemplated by this Agreement, will not knowingly infringe or violate any proprietary right of any third party, including, but not limited to: any copyright, patent or trade secret.

Force Majeure. In the event of "force majeure" (as defined below), CSP may terminate this Agreement without liability to Client, provided CSP refunds all amounts which Client has paid to CSP for Services not fully performed. For purposes of the Agreement, "force majeure" means circumstances or occurrences beyond CSP's reasonable control, whether or not foreseeable at the time of signing this Agreement, in consequence of which CSP cannot reasonably be required to complete the Services or otherwise perform its obligations under this Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, and non-availability of any permits, licenses and/or authorizations required by governmental authority.

Successors and Assigns. This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their respective [permitted] successors and [permitted] assigns.

Notices. All notices, demands, requests or other communications contemplated by this Agreement shall be in writing and delivered personally or by U.S. Mail, postage prepaid, to:

Client Support Pros, LLC

26229 Fremont Drive

Zimmerman, MN 55398

Governing Law and Venue. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction). Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be commenced and conducted in the District Court of Sherburne County, Minnesota, and each party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in said court and irrevocably waive and agree not to plead or claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination by a court of competent jurisdiction that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

This agreement is effective upon submission of payment and agreement on the onboarding form submitted to CSP.