Invoicing and Payment
Trinet will invoice Client on a one-time or monthly basis for Agreed Services and/or Products. Client will also be invoiced monthly for any additional hourly labor incurred under this agreement. Net amounts billed shall be due and payable in accordance with the terms stated on the invoice. Balances not paid as of the date of the subsequent invoice shall be deemed Delinquent. Delinquent balances shall be subject to a one and one half percent (1 1/2 %) monthly charge or the highest such rate permitted by law, whichever is less. Trinet may also impose a twenty five dollar ($25) late fee on any Delinquent balance.
Upon reasonable notice, Trinet may suspend any or all services under this Agreement until all delinquent balances have been fully paid.

Cooperation of Client
Client agrees to cooperate in good faith with Trinet in the execution of this Agreement. Client shall provide Trinet: adequate work space in and access to Client’s facilities during and after business hours for purposes of executing Trinet’s responsibilities under this Agreement; necessary security information and administrative access to Client’s computer network and Managed Assets; access to documentation such as technical manuals relating to Client’s computer network and Managed Assets; reasonable assistance in installation and configuration tasks performed by Trinet on Client’s computer network and Managed Assets; other such assistance as may reasonably be necessary for Trinet’s performance under this Agreement.

Default
Client acknowledges that, in the event of default or breach of this Agreement by Client, Trinet shall be irreparably harmed. In such event, Trinet shall have the right to specific performance by Client under this Agreement and/or to injunctive relief. Such remedies shall be in addition to any other remedies available to Trinet. Upon default or breach by Client, Trinet shall further be entitled to collect from Client all reasonable attorneys and collection fees expended by Trinet due to Client’s default or breach of this Agreement. Non-payment of monies owed by Client under this Agreement shall be deemed a default under this provision.

Consequential Damages
Trinet shall not be responsible for any indirect, consequential, special or incidental damages caused by Trinet’s performance or failure to perform under this Agreement, regardless of any notice to the contrary by Client.

Indemnification
Client hereby represents and warrants that it has legal right to deploy and use all software provided by Client to Trinet for installation and/or support under this Agreement. Client agrees to indemnify and hold harmless Trinet against any claim arising out of the installation or use of such software.

Cure Period
Neither party shall be deemed in breach of this Agreement unless and until such party has been provided with written notice of the alleged breach and thirty (30) days to cure such alleged breach.

Entire Agreement
This Agreement embodies the parties’ entire agreement and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment or waiver of any provision is binding unless in writing signed by each party’s authorized representative or, in the case of a waiver, by the party granting the waiver. No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature, or not, nor will any waiver be construed as a waiver of any provision of this Agreement.

Notice
Notices required to be sent to Trinet under this Agreement shall be sent to:
374 Hilton Rd.
Ferndale, MI 48220
Notices required to be sent to Client under this Agreement shall be sent to the Client’s current location of business.

Relationship of Parties
Trinet is an independent contractor of Client and is not an employee, agent or partner with or of Client.

Survivability
In the event that any term of this Agreement is deemed unenforceable, all other terms shall remain in full force and effect.

Term and Termination
Client or Trinet may terminate this Agreement for any reason upon 60 days notice.

Disclaimer of Warranty
Client hereby acknowledges that Trinet may sell or otherwise provide to Client equipment and/or software manufactured by third parties, and does not warrant such equipment and/or software. TRINET PROVIDES ALL THIRD PARTY EQUIPMENT AND/OR SOFTWARE TO CLIENT AS IS, WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE.
TRINET MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT. TRINET EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE.

Governing Law
This Agreement shall be governed by Michigan law without regard to conflict of law provisions.