Fill and Sign the 2181 Imf International Adjustmentsinternal Revenue Form

-1- § 8.21 Form: User Oriented Consulting Agreement AGREEMENT made this _____ day of _____, 20___ by and between Company and Consultant. 1. Services Consultant shall supply to Company the personnel designated and services described on Schedule 1 ("Services"). If any provisions of Schedule 1 conflict with any provisions set forth in this Agreement, the provisions of Schedule 1 shall take precedence. 2. Personnel All personnel assigned by Consultant to perform the services shall be full-time employees of Consultant, shall be fully qualified to perform the tasks assigned to them, and shall perform the Services in a competent and professional manner. Consultant agrees not to remove any individual listed on Schedule 1 without the prior written consent of Company, unless an individual leaves the employ of Consultant or becomes ill. In the event that an individual is no longer associated with Consultant or suffers any long term incapacity, then Consultant must supply a new individual subject to approval by Company, and Consultant shall bear the expense of the new individual's orientation. Company has the right to refuse to accept any individual within the first ten (10) working days following completion of such individual's orientation, without bearing liability for said period, if Company is not fully satisfied with the individual's performance. In such a case, Consultant will replace the individual in accordance with the provisions of this Section. Replacement of individuals will not increase the price of Services. 3. Items Consultant shall deliver to Company at the conclusion of each week during the term of this Agreement a copy of all items (including drafts and other work in progress) produced by Consultant in the performance of any of the Services during the week. 4. Payment Company shall pay Consultant in accordance with the rates listed on Schedule 1. Company shall also reimburse Consultant for reasonable travel and living expenses incurred at Company's direction. Invoices shall be submitted to Company at the conclusion of each calendar month and shall be payable within thirty (30) days from -2- receipt. Each invoice shall contain (a) a list of each employee performing Services covered by the invoice, with the chargeable time of the employee for the Services invoiced, (b) an itemized list of allowable expenses billed to Company, and (c) such other information as Company may reasonably request.5. Rights in the Product All information, reports, studies, object or source code, flow charts, diagrams and other tangible or intangible material of any nature whatsoever produced by or as a result of any of the Services and all copies of any of the foregoing shall be the sole and exclusive property of Company, it being intended that such material shall be deemed "works made for hire", of which Company shall be deemed the author. To the extent that the materials are not deemed "works made for hire", Consultant hereby irrevocably grants, assigns, transfers and sets over unto Company all right, title and interest of any kind, nature or description in and to the materials and Consultant shall be entitled to make absolutely no use of any of the materials except as may be expressly permitted in this Agreement. Consultant agrees to execute any documents reasonably requested by Company in connection with the registration of Copyrights in the materials produced hereunder. All items provided to Company which qualify as Company property shall be marked as follows: Copyright 19____ by Company All rights reserved. Consultant represents and warrants to Company that none of the materials will in any way infringe upon the property rights of others. 6. Policies Individuals assigned shall observe the business hours, premises and security rules and holiday schedule of Company while working on its premises; provided, however, that adherence to Company's business hours and schedules shall not constitute justification for the failure to accomplish the agreed upon schedules and milestones. 7. Confidential Information Consultant acknowledges and agrees that all tangible and intangible information obtained or developed in connection with the performance of this Agreement is deemed by Company and shall be considered to be confidential and proprietary information ("Confidential Information"), which contains valuable business information and trade -3- secrets of Company relating to its business practices and critical to its competitive position in the marketplace.Consultant agrees to insure that any Consultant employee, agent or subcontractor permitted access to any portion of the Confidential Information in the course of his of her employment is advised of the proprietary nature of the Confidential Information; that any such person shall be required by Consultant as a condition of his or her assignment to Company to sign a Confidentiality and Non-Disclosure Agreement. Consultant agrees to notify Company promptly and in writing of any circumstances of which Consultant has knowledge relating to any possession, use or knowledge of any portion of the Confidential Information by any unauthorized person. 8. Indemnification Consultant shall indemnify Company and hold it harmless against any claim or action which alleges that the use of Consultant's work product infringes a United States patent, copyright or other proprietary right of a third party, and shall pay all costs and damages of Company (including reasonable attorney fees) provided that Company notifies Consultant promptly of any such claims. Consultant shall have the sole right to control the defense and disposition of all such claims. 9. Insurance Consultant shall maintain, throughout the performance of its obligations under this Agreement, a policy of Worker's Compensation Insurance with coverage limits as may be required by law of the states in which services are to be performed. Consultant further agrees to maintain general liability insurance providing coverage against liability for bodily injury, death and property damage in the amount of one million dollars ($1,000,000), which may arise out of or based upon any act or omission of Consultant or any employee, agent or subcontractor under this Agreement. Upon written request, Consultant shall promptly provide certificate(s) from its insurers indicating the amount of insurance coverage, the nature of such coverage and expiration date(s) of each applicable policy. 10. Right to Terminate Either party may terminate this Agreement in whole or in part on fourteen (14) days prior written notice without liability to the other party, except for work previously completed hereunder. During the notice period, Company will pay only for work actually performed in accordance with unrevoked Company instructions. Consultant shall, at Company's discretion, complete any work assigned or scheduled -4- during the notice period in accordance with the terms and conditions of this Agreement.11. Term This Agreement shall commence on the Effective Date and terminate in six months at which time it may be renewed, extended or modified in a writing signed by both parties. 12. Publicity Consultant shall not use and shall keep its employee(s), agent(s) and/or subcontractor(s) from using the name of Company or its subsidiaries or affiliates in any sales or marketing publication or advertisement, without the prior written consent of the Public Affairs Department of Company. 13. General 13.1 Applicable Law This Agreement shall be governed and construed in accordance with the laws of the State of Texas as if the Agreement were made in Texas for performance entirely within the State of Texas. 13.2 Notice All written notices required under this Agreement shall be sent by registered or certified mail, Return Receipt Requested, posted prepaid, to the persons listed below at the addresses shown in this Agreement or to such other address or person as a party shall have designated in writing. 13.3 Independent Contractor Consultant is an independent contractor and no employee or agent of Consultant shall be deemed for any reason to be an employee or agent of Company. 13.4 Taxes Consultant shall pay and Company shall reimburse Consultant for any Federal, State or local sales, use, excise or similar taxes applicable to the Services. In no event shall Company be responsible for taxes based upon the net income or gross receipts of Consultant. 13.5 Survival of Provisions The terms and provisions of this Agreement that by their sense and context are intended to survive the performance thereof or hereof by -5- either party or both parties hereto shall so survive the completion of performance and termination of this Agreement, including without limitations the making of any and all payments due hereunder.13.6 Entire Agreement This Agreement may not be modified or altered except by a written instrument executed by both parties. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any rights. This Agreement, together with all the Schedules attached hereto, constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written between the parties relating to such subject matter. Either party is excused from performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of the parties. Consultant By:_____________________________ Company By:_____________________________