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PROFESSIONAL VENDOR MASTER SERVICES AGREEMENT
<br /> This Agreement is entered into effective this July 11, 2017 (herein after referred to as
<br /> "Agreement Date")by and between CITY OF SAN MARCOS. (herein after referred to as
<br /> "Client"), having a place of business at 630 E. Hopkins, San Marcos, TX 78666 and MSHANA
<br /> GROUP LLC DBA ARIESPRO, (herein after referred to as "Vendor" or "Service Provider")
<br /> having a place of business at 19901 Southwest Fwy, Suite 164, Sugar Land, TX 77479. The
<br /> agreement will be in force from the above-mentioned date and will supersede all prior agreements,
<br /> discussions,proposals, whether written or oral on this subject matter.
<br /> Recitals
<br /> 1. Definitions.
<br /> As used herein:
<br /> a. "Agreement" means the terms and conditions herein, all exhibits, and all documents
<br /> incorporated herein by reference.
<br /> b. "Billing Rate(s)" means the all-inclusive rates set forth in `Statement of Work (SOW)' for
<br /> each job category of personnel providing services. It includes salary cost, labor overhead,
<br /> general and administrative overhead and profit.
<br /> c. "Fixed Lump Sum/Not-to-Exceed" means the method of payment based upon Vendor's
<br /> estimate of allowable costs such as salary, overhead, and Reimbursable Expenses, plus a
<br /> reasonable margin of profit, all expressed as a single lump sum. A lump sum proposal shall
<br /> be accompanied by VENDOR's estimate. The estimate must detail the direct labor costs
<br /> by categories of employees, work hours, and hourly rate; overhead; Reimbursable Costs;
<br /> and profit.
<br /> d. "CLIENT Confidential Information" means any information, written or oral, disclosed to
<br /> VENDOR by CLIENT related to CLIENT's business, including, but not limited to,
<br /> information related to Inventions, Works, research, development, products under
<br /> development, manufacturing, methods of operation, techniques, proposals, business plans,
<br /> purchasing, accounting, finances, engineering, forecasts, marketing, selling, client
<br /> information (including without limitation information about the client's business,processes,
<br /> names, addresses, and lists thereof), client's requirements, client's software, Third Party
<br /> Software, and the documentation thereof, with the following exceptions:
<br /> i. Information which VENDOR can demonstrate in writing was known by VENDOR
<br /> prior to being disclosed by CLIENT to VENDOR;
<br /> ii. Information ascertainable or obtainable from public or published sources;
<br /> iii. Information received by VENDOR from a third party who is not employed by or
<br /> affiliated with CLIENT and is not under an obligation to CLIENT to maintain such
<br /> information in confidence; and
<br /> iv. Information, which is or becomes known to the public generally other than by a
<br /> breach of this Agreement by VENDOR.
<br /> 11 RIESPRO
<br /> Master Service Agreement Page 1
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