Terms and Conditions

Payment terms: During the Term, as defined below, you engage Tech Check to provide certain services or deliverables (collectively, the “Services”) as set forth in the Proposal, Scope of Work, Work Order, or any additional work descriptions executed between the parties and incorporated hereto, (the “SOW”). Client may engage Tech Check for additional services not described in the SOW. In the event additional services are requested, this Agreement shall apply and control to all additional services requested by Client and each additional Scope of Work shall be incorporated into and governed by this Agreement.

Client understands the importance of paying Tech Check in a timely manner and wants to maintain a positive working relationship to keep the project moving forward. Payments for each invoice by Tech Check to Client are due upon receipt. Notwithstanding the Termination Section, in case of payments overdue 30 days, Tech Check reserves the right to stop work until payment is received.

Late payment: In the event an invoice is past due 60 days, to the maximum extent allowable by law, Tech Check will charge a late payment fee of 3% per annum on any overdue and unpaid balance not subject to a good faith dispute. Tech Check’s acceptance of such service charges does not waive its rights to any remedies in law or equity for Client’s breach of this Agreement. All payment obligations are non-cancelable, and fees paid are non-refundable.

Commitments to Third Parties: All purchases of services, product costs, and engagement of intellectual property will be subject to Client’s prior approval. Client reserves the right to cancel any such authorization, whereupon Tech Check will take all appropriate steps to affect such cancellation, provided that Client will indemnify and hold Tech Check harmless with respect to any costs incurred by Tech Check as a result. However, Client is ultimately responsible for any expenses paid by Tech Check on Client’s behalf. Project product and service obligations are the responsibility of the Client. Client is required to pay all product expenses on delivery.

Client shall pay or reimburse Tech Check the cost of all space, time, materials and services purchased or performed for Client. Once the Client has paid Tech Check for the items purchased, Tech Check shall be solely responsible for payment to the appropriate vendor. Client shall reimburse Tech Check only for purchases that are approved by the Client.

Independent Contractor Status. Tech Check shall be an independent contractor and not an employee of Client. Tech Check shall not be entitled to receive any compensation, commissions, or benefits other than those expressly provided for in this Agreement or any other agreement under which Tech Check may provide additional services.

Termination: This Agreement starts on the Effective Date and shall terminate upon termination by either party: (a) for any reason, upon sixty (60) days advance written notice, or (b) notwithstanding the Rejection/Cancelation of Project Section, for a breach of this Agreement, immediately upon written notice (the “Term”). Client shall pay Tech Check for all Product and Services rendered and work performed up to the effective date of termination. Accordingly, Tech Check will send Client a final bill for the last month of service prorated by the number of days of service for the respective month prior to termination. Client shall pay the invoice within ten (10) days of receipt.

Rejection/Cancelation of Project: The Client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the Client observes any nonconformance with the SOW, the Client must promptly notify Tech Check of the alleged nonconformance and the Client agrees to allow Tech Check reasonable time following such notice to make necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of the Client’s deposit and the billing for all additional labor or expenses to date. In the event the project was not completed at the time of cancellation, additional billing will be determined on the basis of a percentage of the project completed or on the basis of the application of Tech Check’s hours worked on the project at Tech Check’s hourly rate, whichever is greater.

Employee Retention: In the event a client hires an employee of Tech Check, the client will be responsible for paying the amount of (1) the employee’s current salary or (2) the amount of employee’s first year salary by the hiring client, whichever is greater.

Copyright: All written materials, drawings, or other materials that are subject to copyright, trademark, patent, or similar protection produced by Tech Check are the property of Tech Check.

Confidentiality and Safeguard of Property: Client and Tech Check respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of Services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. Tech Check and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Tech Check nor Client will be responsible for any loss or damage.

Indemnification: Client hereby agrees to indemnify, defend and hold harmless Tech Check from and against all claims, losses, liabilities, damages, deficiencies, judgments, and settlements, including attorney’s fees, (“Loss” or “Losses”) suffered or incurred by Tech Check resulting from a claim against Tech Check that arises out of or is connected to any of the Services or any activities performed for Client and any of its affiliates. Promptly after receipt by Tech Check of notice of any actual or potential claim which would or might give rise to a Loss, or upon the commencement (or threatened commencement) of any action, proceeding or investigation that may result in a Loss (“Asserted Liability”), Tech Check shall give prompt notice thereof (“Claims Notice”) to the Client. Such Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by Tech Check. Tech Check and the Client shall cooperate in selecting counsel to defend any Asserted Liability, at Client’s expense. The Client may participate, at its own expense, in the defense of such Asserted Liability. Client shall make available to Tech Check any books, records or other documents within Client’s control that are necessary or appropriate for the defense.

Limitation Of Liability: Excluding indemnification obligations or damages arising from breach of a party’s confidentiality obligations, neither party shall be liable to the other, regardless of the form of action, whether in contract, tort or otherwise, for any lost profits (excluding direct damages for tech check’s anticipated fees), business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, even if such party has been advised of the possibility of such damages or liability, nor shall tech check’s aggregate liability for any other damages arising out of this agreement exceed the revenue paid by client to tech check in accordance with this agreement.

Representations and Warranties: Tech Check represents and warrants that the Services will be performed in a professional manner and in accordance with applicable professional diligence standards and skill and shall be in conformity with any exhibits to this Agreement and other performance requirements, specifications and descriptions as set forth herein and in any exhibit to this Agreement. Client represents and warrants that: (a) Client has the right, power, and authority to enter into this Agreement.

a. Disclaimer Of Warranties: Except as set forth in this agreement, tech check expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

b. Third Party Disclaimer. Tech check makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties.

Dispute Resolution and/or Arbitration: All disputes, controversies, and questions directly or indirectly arising out of or in connection with this Agreement or its subject matter shall be resolved finally and conclusively in accordance with this Section, which shall be the sole and exclusive procedure for the resolution of any Dispute.

a. The Parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the matter has not been resolved within sixty (60) days after a party’s request for negotiation, either party may initiate arbitration as provided herein.

b. Any Dispute, controversy, claim or dispute arising out of or relating to this Agreement, either during the existence of the Agreement or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, which has not been resolved as provided above shall be settled by arbitration in St. Cloud, Minnesota. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions: The arbitration request shall be referred to a panel of arbitrators (the “Arbitration Panel”) composed of one (1) member selected by Tech Check, one (1) member selected by Client, and a third neutral member to be selected by the first two. In the event that the first two cannot agree upon a third neutral member within five (5) days, such third neutral member shall be selected from a list of five (5) neutral arbitrators to be identified by the Chief Judge for the Minnesota Seventh Judicial District.

A majority decision of the Arbitration Panel will be final and binding upon the parties. The decision shall be made within thirty (30) business days following the close of the hearing and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The fees and expenses of the neutral arbitrator shall be divided equally between the parties. The fees and expenses of the arbitrator appointed by a party shall be paid by the party who appointed the arbitrator. The parties may waive the requirement of a three-member panel and agree that the arbitration case be heard and decided by a single neutral arbitrator.

The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator(s) shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this Section shall be construed as precluding a party from bringing an action for injunctive relief or other equitable relief. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of a party. The arbitrator(s) shall be required to follow applicable law.

Taxes: Client shall pay, reimburse, and/or hold Tech Check harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the Services under this Agreement.

Attorneys’ Fees: In the event of any dispute concerning this Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses incurred by the prevailing party in connection with the dispute, including actual attorneys’ fees.

Waiver: No waiver by either party of any breach of any provision contained in this Agreement shall operate as a waiver of such provision itself, or of any subsequent breach thereof. No payment by Client or receipt by Tech Check of an amount less than required by the terms of this Agreement shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check for such lesser amount, or on any company letter, be deemed an accord and satisfaction. A payment or acceptance of payment with knowledge of a breach of this Agreement shall not constitute a waiver of that breach.

Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any of its obligations hereunder which delay or failure to perform is due to matters or causes beyond the control of a party, including, but not limited to fires, storms, floods, earthquakes, acts of God, war, insurrection, riots, plague, or other epidemic, interruption or diminution of the availability of electric power, strikes, lockouts or other labor disputes, crop shortages, weather, failure of transportation, equipment, communication or postal service and governmental action, orders or regulations, and shall give the other party prompt notice of the occurrence of any such event.

Entire Agreement: This Agreement constitutes the entire and final agreement between and among Tech Check and Client concerning the matters addressed. This Agreement supersedes all prior agreements, arrangements, discussions, proposals, marketing materials, letters, brochures, communications and/or representations, whether oral or written, relative to the matters addressed. No alteration, amendment, change or modification of this Agreement shall be valid or binding unless the same is in writing and signed by duly authorized representatives of both parties. The parties hereto agree that they will, without further consideration, from time to time hereafter, and at their own expense, execute and deliver such other documents, and take such other action, as may reasonably be requested in order to more effectively consummate the transactions contemplated hereby. The provisions hereof shall survive the date hereof.

Assignment: This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party.

Statements of Work: The parties mutually agree that any and all SOWs executed between Tech Check and Client, whenever in time said execution shall take place, will be incorporated in and governed by this Agreement.


This Agreement shall be governed and construed according to the laws of the State of Minnesota. The captions in this Agreement are for convenience only and are not a part of this Agreement.

If any provision of this Agreement is determined to be invalid or unenforceable to any extent, then such provision and the remainder of this Agreement shall continue in effect and be enforceable to the fullest extent permitted by law.

Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture of or between Tech Check and Client, or to create any other relationship between the parties other than that of an independent contractor and purchaser.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and, subject to the restrictions and limitations herein contained, their respective heirs, successors, and assigns.

A signed facsimile copy or electronic signature of this Agreement shall be deemed valid. This Agreement may be signed in counterparts, each of which shall constitute one original.

The parties represent that they have read this Agreement, and have consulted with or had the opportunity to consult with counsel of their choice and that they enter into this Agreement voluntarily.

Confidential – Not Intended to be copied or shared with third parties.