Contractor Services Agreement

Contract with Independent Contractor for Systems Programming and Related Services

Agreement made this between a corporation organized and existing under the laws of the state of with its principal office located at referred to herein as Customer, and of referred to herein as the Contractor.

Whereas, Customer conducts a business at premises located at and requires system programming services on a continuing basis; and

Whereas, Contractor is engaged in the business of systems programming and analysis and maintains an office at and

Whereas, Contractor agrees to provide the required services to Customer according to the terms and conditions of this Agreement, and such services shall be performed at Customer’s above-designated place of business;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Description of Work. Contractor shall provide systems programming and analysis services and such support documentation or materials as specified in this Agreement pursuant to the charges, terms, and conditions of this Agreement and as may be agreed to from time to time in project description orders which, as issued and accepted by both parties, shall be incorporated into this Agreement. The specific services to be provided are described as set forth in Exhibit A attached hereto and made a part hereof.

II. Payment.

A. Customer shall pay for the services provided by Contractor in accordance with the following rates or at the following fixed fees and at the rates or fixed fees set forth in subsequent projection description orders made pursuant to this Agreement.

B. Customer shall pay % of the estimated total charges under this Agreement in equal monthly installments over the estimated duration of this Agreement and the remaining % on completion by Contractor of all services specified under this Agreement; all according to the payment schedule attached as Exhibit B and made a part hereof.

C. Rates quoted on a time and material basis are subject to change at any time following days' written notice by Contractor, except as may be expressly provided for in any project description order.

D. Customer shall reimburse Contractor for disbursements such as travel expenses, telephone calls, supplies, transportation, and secretarial and messenger services, where Customer has provided prior authorization or where reasonably incurred by Contractor as the result of an error or omission by Customer, and for additional reasonable expenses incurred by Contractor in making changes requested by Customer in the services to be performed in any project description order.

E. Invoices covering services performed and charges incurred by Contractor will be issued on a monthly basis and are payable within days of the invoice date.

III. Personnel of Contractor.

A. The personnel assigned by Contractor to perform the services described in any project description order under this Agreement will be qualified to perform the assigned duties. Contractor reserves the right to determine which of its personnel shall be assigned to any particular project and to replace or reassign such personnel during a project.

B. Contractor assumes responsibility for its personnel providing services under this Agreement and will make all deductions required of employers by state, federal, and local laws, including deductions for Social Security and withholding taxes, and contributions for unemployment compensation funds, and shall maintain workers' compensation and liability insurance for each of them.

C. Contractor further reserves the right to subcontract to qualified third persons any part or all of the performance of the services described in any project description order under this Agreement.

IV. Solicitation of Employees by Customer. Customer shall not, during the term of this Agreement nor a period of months after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by Contractor during the term of this Agreement, without the prior written consent of Contractor.

V. Relationship of Parties.

A. The parties intend that an independent contractor-employer relationship be created by this Agreement. The conduct and control of the work will lie solely with Contractor. However, Contractor shall perform such work in accordance with currently approved methods and procedures for systems programming and related services. Contractor shall be free to contract for similar services to be performed for other Customers while under contract with Customer.

B. Contractor is not to be considered an agent or employee of Customer for any purpose and will not be entitled to any of the benefits Customer provides for its employees.

VI. Data Safeguards. All written information, submitted by Customer to Contractor in connection with services performed by Contractor under this Agreement, which is identified as proprietary information, will be safeguarded by Contractor to at least the same extent as Contractor safeguards like information relating to its own business. If such data is publicly available, is already in Contractor's possession or known to it, or is rightfully obtained by Contractor from third parties, Contractor shall bear no responsibility for its disclosure, inadvertent or otherwise.

VII. Property Rights. A complete set of all documentation developed by Contractor pursuant to the services performed under this Agreement shall be made available to Customer on completion or termination of each project description order, and shall become the sole property of the Customer. Contractor reserves the right, however, to subsequently use any ideas and techniques as may be developed during the course of the services provided.

VIII. Duration.

A. The initial term of this Agreement shall commence on and shall continue until for a term of months, unless terminated by mutual agreement or by either party for cause by the giving of written notice.

B. In the event of termination, Customer shall pay for all services performed and disbursements made by Contractor to the effective date of termination.

IX. Liability of Contractor.

A. Contractor shall not be liable for any damages caused by delay in rendering performance under this Agreement arising from any cause beyond the reasonable control of Contractor, or as a result of strikes, or work stoppage.

B. Contractor shall not be liable for breach of warranty, express or implied, including, but not limited to, any warranties of merchantability or fitness, nor for negligence in respect to any performance by Contractor pursuant to this Agreement. Contractor shall in no event be liable for any incidental, special or consequential damages, unless otherwise expressly agreed to in writing.

C. In no event shall Contractor's liability for any services performed under this Agreement exceed the amount of money paid by Customer to Contractor under the project description order covering such services. Services performed under any project description order shall be considered to have been accepted by Customer unless written proof of claim is made to Contractor no later than months after the last day such services were performed by Contractor.

X. Terms to be Exclusive.

A. The entire agreement between the parties with respect to the subject matter is contained in this Agreement. If Customer issues a purchase order, memorandum, specifications or other instrument covering the services provided for in this Agreement, such purchase order, memorandum, specifications, or instrument is for Customer's internal purposes only and any and all terms and conditions contained in the same, whether printed or written, shall be of no force or effect.

B. Except as expressly provided in this Agreement to the contrary, the provisions of this Agreement are for the sole benefit of the parties to this Agreement and not for the benefit of any other person, persons or legally entities.

XI. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XIII. Notices. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XIV. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XV. Entire Agreement. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XVI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XVII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XIX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.