Master Service Agreement

Scope of Services

1.1 Services

AutomationFix agrees to provide the consulting services described in  Exhibit A hereto (hereinafter “SOW”). In the event of any conflict between this Agreement and  any SOW, this Agreement shall control. 

1.2 Conduct of Services

All work shall be performed in an ethical and professional  manner consistent with industry standards. 

1.3 Method of Performing Services

AutomationFix shall have the right to determine the method, details, and means of performing the work to be performed for Clients.  Clients shall, however, be entitled to exercise general power of supervision and control over the  results of work performed by Consultant to assure satisfactory performance, including the right  to inspect, the right to stop work, the right to make suggestions or recommendations as to the  details of the work, and the right to propose modifications to the work. However, any change in  direction may result in a change in timeline expectations. As a result, it is recommended to only  make changes on the weekly assessment call. 

1.4 Scheduling

The services provided by AutomationFix are expected to require a  substantial part of AutomationFix available business time and availability. AutomationFix will use its best efforts to accommodate work schedule requests.

1.5 Reporting

The Client and AutomationFix shall develop appropriate administrative  procedures for coordinating with each other.

1.6 Contracted Hours

For Partner based support: The Client must provide a 30 day notice for a reduction in hours. When reducing hours, there is a 5 hour a week minimum. For increasing hours, additional hours are subject to bandwidth. Pausing requires a 10 business day notice and can only be done once per quarter, or once per 3 months of service. Any unused hours due to work not being supplied by the partner, unless it is covered by the courtesy pause – 1 pause per quarter, will not roll over into subsequent sprints (defined and agreed upon weekly work). For Project Based Support: For increasing hours, additional hours are subject to bandwidth. Pausing scheduled hours are subject to approval by your AutomationFix Solutions Architect. 

Term and Termination

2.1 Term

The term of this Agreement shall commence on the Effective Date set forth in the signed SOW and will be renewed every thirty (30) days.

2.2 Termination

This Agreement may be terminated by either party upon written  notice without cause. Termination of services requires a 30 days notice.

Fees, Expenses, and Payment

3.1 Fees

In consideration of the services to be performed by AutomationFix,  AutomationFix shall be entitled to compensation as described in the signed “SOW”. All compensation shall be paid to AutomationFix within 72 hours after receipt of the signed SOW.  

Rights In Work Product

6.1 Ownership of Work Product

All Work Product shall be considered work(s) made by AutomationFix for hire for the Client and shall belong exclusively to the Client. If by  operation of law any of the Work Product, including all related intellectual property rights, is not  owned in its entirety by the Client automatically upon creation thereof, then AutomationFix agrees to assign, and hereby assigns, to the Client the ownership of such Work Product, including all related intellectual property rights. 

6.2 Work Product Defined

As used herein, the term “Work Product” shall mean any programming, documentation, data compilations, or reports, produced as a result of AutomationFix work or delivered by AutomationFix in the course of performing that work.  


7.1 No Conflict

AutomationFix represents and warrants that it has no obligations to  any third party which will in any way limit or restrict its ability to perform consulting services to  the Client hereunder. AutomationFix agrees that it will not disclose to the Client, nor make use in  the performance of any work hereunder, any trade secrets or other proprietary information of any third party, unless AutomationFix may do so without AutomationFix or the Client incurring  any obligation (past or future) to such third party for such work or any future application thereof.  


8.1 Force Majeure

AutomationFix shall not be liable to the Client for any failure or  delay caused by events beyond AutomationFix’s control, including, without limitation, the  Client’s failure to furnish necessary information, sabotage, failure or delays in transportation or  communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.  

8.2 Governing Law

This Agreement shall be governed and construed in all  respects in accordance with the laws of the State of Wyoming as they apply to a contract entered into and performed in that State.  

8.3 Notices

All notices required or permitted hereunder shall be in writing addressed to the respective parties as set forth herein, unless another address shall have been designated,  and shall be delivered by hand or by registered or certified mail, postage prepaid.  

8.4 Entire Agreement

This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and  communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.  

8.5 Indemnification

The Client shall defend, indemnify and hold harmless  AutomationFix from and against all claims, liability, losses, damages and expenses (including  attorneys’ fees and court costs) arising from or in connection with the use or application of  AutomationFix work by the Client or any direct or indirect purchaser or licensee of the Client. AutomationFix shall indemnify, defend and hold harmless the Client, its directors and employees  from and against any and all claims, demands, suits, actions, proceedings, judgments, losses,  damages, injuries, penalties, costs, expenses (including attorney’s fees) and liabilities of, by, or  with, respect to, third parties (“any claims”), to the extent they arise, or are alleged to arise, from  intentional or negligent acts or omissions of the AutomationFix, AutomationFix’s  subconsultants, Consultant’s suppliers, and/or Consultant’s employees, arising under this  Agreement or in any way related to performance hereof. AutomationFix shall provide the Client with indemnifications as may be reasonably required by the Client and in a form reasonably  satisfactory to the Client, covering the entities with whom the Client contracts. The obligations of the indemnifications extended by AutomationFix to the Client shall survive the termination or  expiration of this Agreement. In no event shall either Party be liable to the other for payment of any special, incidental, indirect or consequential damages, even if the other Party has been  informed in advance of the possibility of such damages.  

8.6 Testiomonials

All testimonials gathered by AutomationFix from the client can be used on the AutomationFix website as well as AutomationFix’s marketing materials including printed and digital collateral.

Master Services Agreement Effective as of August 16th , 2022.





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