Legal

1. 1. Term. This Agreement shall commence on the date first above written and will be ongoing until either party submits written notice, per paragraph 8.
   2. Services. Client engages WCT to provide Information Technology services at the rates specified herein. Unless otherwise limited or expanded by written addition to this contract, such services shall include:
      • • General PC maintenance and repair
        • Server maintenance and repair
        • Network configuration and maintenance
        • Firewall maintenance
        • Server, Computer, Firewall, and other Network technology hardware
        • 3CX software and telephone hardware
        • Software development and related services
        • Software licensing
        • Vendor Supported Software Troubleshooting Assistance
        • Cyber Security
        • CMMC Guidance

      Note: Any item(s) sold are provided without warranty by WCT. Factory or manufacturer warranties are between Client and manufacturer.

   3. Exclusions. Unless otherwise noted on a separate addendum, this Agreement does not include:
      • Copier Maintenance
      • Parts or equipment not covered by manufacturer warranty
        
      • Shipping charges/expenses
      • Software license, license renewals or upgrade fees
      • Third-party vendor costs
   4. Rates. Client agrees to pay the following rates, 30 days net of invoice:
      

      Regular Rate:	$185.00 per hour
      Project Rate:	$205.00 per hour
      Travel Rate:	30% off Regular Rate
      After Hours Surcharge	$50.00 per hour
      Emergency Surcharge	$100.00 per hour (1 hour minimum)

      All technical and advisory services are billed in .25 hour increments
      Any unscheduled service provided outside of ordinary working hours (8:00 am to 5:00 pm CST Mon-Fri) or any time on WCT recognized national holidays will be subject to an emergency surcharge to the otherwise applicable billing rate. An emergency surcharge may also apply when Client request requires WCT to remove technician(s) from an existing job and assign the technician(s) to Client's service on an immediate basis. Any prescheduled service provided outside above mentioned working hours and holidays will be subject to an after hours surcharge. After hours and holiday work will only be performed with reasonable notice and Client approval. Projects are typically defined as service that takes more than 8 hours to complete, more than one (1) resource, and/or more than one (1) location. Projects will be discussed with Client in advance.
      WCT reserves the right to charge interest at a rate of 1.5% / month for any invoices not paid within thirty (30) days of the invoice being sent, unless WCT is contacted to make separate arrangements.

   5. Limitation of Liability. WCT shall not be liable for any indirect, special, incidental or consequential damages arising from any service or goods provided pursuant to this Agreement, including, but not limited to, lost revenue, business interruption or lost profits. As to any goods sold, WCT disclaims any warranty, including any warranty of fitness for any particular purpose.
      WCT is not responsible for acts of God, power failures or other external casualties or occurrences.
      Client agrees to indemnify and hold WCT harmless from and against any claims of loss or damage arising, or alleged to arise, in whole or in part from the acts or omissions of Client.
   6. Confidentiality. WCT agrees that it will not use or disclose non-publicly available Client information except as may be necessary or prudent for providing contracted or requested services or in response to legal process (such as subpoenas). If applicable, WCT will review and execute a Business Associate Agreement (BAA) presented by Client for purposes of HIPAA compliance. Client shall be responsible for the contents of any such agreement.
   7. Changes to Agreement. WCT may make changes to this agreement or pricing with thirty (30) days written notice to Client. Changes will be published at https://www.westcentraltechnology.com/legal. In the event updates are made, notice will be provided to Client by means of email to the main point of contact on file. If you wish to update this email address, contact WCT. From and after thirty (30) days of the date in which the email notice has been sent, continued use of Services will constitute acceptance of the updated terms.
   8. Termination. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. In the event of notice of termination, WCT will assist with the transition to an alternate provider designated by client at the rates then in effect under this Agreement. Upon termination by Client, any pre-payment shall be retained by WCT.
   9. Non-Solicitation. The parties acknowledge that WCT is a provider of software development and/or related services. During the term of this agreement and for twelve (12) months after termination, Client shall not directly or indirectly solicit, recruit, hire or engage any WCT employee who provided services to Client. Client agrees that damages would be difficult to determine and that WCT is entitled to injunctive relief in the event of a breach by Client of this NonSolicitation provision. Such injunctive relief is in addition to, and not in lieu of, any other remedy WCT may have at law or in equity for breach of this provision and WCT shall also be entitled to recover its costs and attorney fees incurred in any action to enforce its rights under this provision.
   10. Entire Agreement. This Agreement, and any attached addenda or amendments, constitute the entire agreement of the parties and supersedes any prior oral or written understandings.
   11. Severability. If any provision of this Agreement is determined to be unenforceable, invalid, or illegal, the remaining provisions will remain in full force and effect.
   12. Governing Law. This Agreement is governed by the laws of the State of Minnesota. Litigation of any disputes arising under this Agreement shall be venued in the Courts of that state, County of Kandiyohi.

Revised 03/26/2026