This Service Proposal Agreement is made between (Tuck Chiropractic Clinic), herein referred to as “Client”, and
( WebStar IT, LLC.), herein referred to as “Contractor”, functioning in the capacity of an Independent ”Fee For
Service” Contractor, for IT Services to be rendered by the Contractor on behalf of Client.
DUTIES: Contractor will work with and provide assistance to Client’s on-site IT department and in some instances
take a leadership role in overseeing Client’s IT infrastructure which can consist of Internet Security, Personal Data
Protection, Data Backup and Storage, Content Management Service, Cloud Server Management and Monitoring,
and will be available 7 days a week to accept and address inbound support issues. Contractor will also assist “if
needed” with support of software deployments, platform updates and system backups. In addition assist with
trouble shooting workstation and network issues and may fulfill other duties reasonably requested by the Client
and agreed to by the Contractor.
Contractor will offer its managed support and services remotely during both business and non-business hours.
On-site support if deemed necessary or upon requested can be provided to most local location. (Additional travel
time cost may apply.)
TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and
effect through the term of service. The Agreement may only be extended thereafter by mutual agreement, unless
terminated earlier by operation of and in accordance with this Agreement.
Expenses: During the term of this Agreement, the Contractor shall bill and the Client shall reimburse him/her for
all reasonable and approved out-of-pocket expenses that are incurred in connection with the performance of the
duties herein. As well as the foregoing, expenses for the time spent by the Contractor in traveling to and from
COMPENSATION: As full compensation for the services rendered pursuant to this Agreement, the Client shall pay
the Contractor at the Monthly rate of $ calculated at the per hour rate of $ with estimated hours of 15
per month. Support and/or services requested by the Client beyond those limits will be billed at the hourly rate of
$10 This rate shall also govern additional work authorized beyond the maximums specified above for such
services. Compensation shall be payable within 30 days of receipt of Contractor’s invoice for services rendered. If
payment is not received within the 30 day period of receipt of invoice, the contract shall be considered in breach.
Entire Understanding: This document and any exhibit attached constitute the entire understanding and
agreement of the parties, and any and all prior agreements, understandings, and representations are hereby
terminated and canceled in their entirety and are of no further force and effect.
Legal: Contractor does not warrant that the functions contained in his/her duties will be error-free. The entire risk
as to the quality and performance of services is with the Client. In no event will Contractor be liable to the Client or
any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special
damages arising out of the operation of or inability to operate computer/s, computer/s equipment, software and/or
software services, even if Contractor has been advised of the possibility of such damages. If any provision of this
agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable
from this agreement and shall not affect the validity and enforceability of any remaining provisions. As well items
delineated in Exhibit A. Modifications independently made by Client which can substantially affect and/ or alter
optimization of services performed, without timely notification to Contractor, may result in duplication of work by
Contractor. Such modifications, therefore, shall no longer be considered part of the original agreement, and may
be billed separately in order for work to continue.