IT System Analyst Agreement

IT SYSTEM ANALYST AGREEMENT

PARTIES

RECITALS

WHEREAS, Client, , desires to engage Consultant to provide information technology systems analysis, design and implementation support as set forth in this Agreement; and

WHEREAS, Consultant has the requisite experience and expertise to perform the services described herein and is willing to perform such services for Client under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities and the terms under which Consultant will provide professional information technology analysis services to Client effective as of the date set forth below.

Effective date:

SCOPE OF WORK

Consultant shall perform systems analysis, requirements definition, systems design, configuration, testing, implementation support, and documentation as reasonably necessary to deliver the services and deliverables described below. Consultant's responsibilities shall include, at a minimum, the tasks described in the Scope of Work field and any additional tasks mutually agreed in writing.

PAYMENT TERMS

Client shall pay Consultant for services rendered in accordance with the fee schedule below. All fees are exclusive of applicable taxes unless otherwise indicated.

Hourly rate    Fixed fee / Project rate

Consultant shall submit itemized invoices referencing hours, tasks and deliverables. Client shall pay undisputed amounts within the Payment Terms specified above. Disputed charges must be raised in writing within ten (10) days of receipt of invoice and the parties shall work in good faith to resolve any disputes; undisputed portions shall remain payable as billed.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other relating to business operations, systems, designs, source code, specifications, trade secrets, customer data, security controls, and other information reasonably understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses for its own confidential materials but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, subcontractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information. If the receiving party is compelled by law to disclose Confidential Information, it will provide prompt written notice to the disclosing party to permit the disclosing party to seek protective relief.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant hereby assigns to Client all right, title and interest in and to project deliverables specifically prepared for Client under this Agreement, and Client shall own all intellectual property rights in such deliverables upon full payment. Consultant retains ownership of Consultant's pre-existing tools, methodologies, templates, and general know-how used in performance of the services. To the extent Consultant incorporates third-party materials into deliverables, Consultant shall secure the necessary rights for Client's use or shall clearly identify such materials and obtain Client's prior written consent.

WARRANTY; LIMITATION OF LIABILITY

Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. CONSULTANT'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state of without regard to choice of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiations fail, disputes shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate, unless the parties mutually agree in writing to pursue other remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

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