Fill and Sign the Second Amended and Restated Employment Agreement Form

- 1 – COMPUTER REPAIR SERVICES CONTRACT THIS AGREEMENT executed on this the day of , 20 , by and between (hereinafter "Employer"), and (hereinafter "Contractor"). NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, Employer hires Contractor, and Contractor agrees to work for Employer under the terms and conditions hereby agreed upon by the parties: SECTION 1- WORK TO BE PERFORMED 1.1 Term . Employer agrees to hire Contractor, to perform the services and work as stated in section 1.2 of this agreement. 1.2 Duties . Contractor agrees to perform work relating to repair of Employer’s computer technology on the terms and conditions set forth in this agreement, as follows: . (a) In repairing computers, no programs or information shall be deleted without first obtaining the express consent of Employer. 1.3 Completion Date . The work to be performed shall be complete on or before the day of 20 ____ unless extended by Employer, in his/her discretion. 1.4 Liquidated Damages. The following shall be construed as liquidated damages only and shall not in any way be deemed a penalty, but only a reasonable estimate of either the anticipated or the actual loss from breach of this Agreement In the event the work i s not performed timely as specified herein, Employer shall be entitled to deduct $ per day from the compensation due contractor as liquidated damages. - 2 – SECTION 2 - COMPENSATION 2.1 Compensation. In consideration of all services to be rendered by Contractor to the Employer, the Employer shall pay to the Contractor the sum of $ . Said compensation shall be paid: daily weekly monthly upon full completion other specify terms: . 2.2 Withholding. Contractor is an Independent Contractor and shall be responsible for his/her own income taxes, worker’s compensation and other employment taxes. SECTION 3 - INDEPENDENT CONTRACTOR STATUS 3.1 Contractor acknowledges that he is an independent contractor and is not an agent, partner, joint venturer nor employee of Employer. Contractor shall have no authority to bind or otherwise obligate Employer in any manner nor shall Contractor represent to anyone that it has a right to do so. 3.2 Contractor also agrees to use all of his/her own tools, equipment, and specialized devi ces in performing said computer repairs throughout the duration of this contract. SECTION 4 - REPRESENTATIONS OF WARRANTIES OF CONTRACTOR 4.1 Contractor represents and warrants to the Employer regarding the work to be performed as follows: . 4.2Contractor represents that he/she is free to enter into this Agreement, and that thi s engagement does not violate the terms of any agreement between Contractor and any third party. During the term of the agreement, Contractor shall devote as much productive time, energy and abilities as is needed and necessary to perform the require d duties in a timely and productive manner. Contractor is expressly free to perform services for other parties while performing services for Employer. - 3 – SECTION 5 - MISCELLANEOUS PROVISIONS 5.1The provisions of this Agreement shall be binding upon and for the benefit of the heirs, personal representatives, successors and assigns of the parties. 5.2 In the event of a default under this Agreement, the defaulted party shall reimburse the non-defaulting party or parties for all costs and expenses reasonably incurred by the non- defaulting party or parties in connection with the default, including without limitat ion, attorney's fees. Additionally, in the event a suit or action is filed to enforce thi s Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation, reasonable attorney's fees at the trial level and on appeal. 5.3 No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 5.4 This Agreement shall be governed by and shall be construed in accordance with the laws of the State of . 5.5This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties. 5.6 If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect. - 4 – 5.7 Contractor acknowledges that while in the process of repairing computers for Employer, that Contractor may have access or have cause to view certain confidential files or confidential information about Employer and Employer’s business. Contractor hereby agrees never to disclose any such confidential information either while working for Employer of after said work has been completed or this Agreement has expired or terminated. 5.8 Contractor agrees to indemnify, defend, and hold Employer and his/her/their successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any breach of this Agreement by Contractor including but not limited to any breach of confidential information. 5.9 Employer may terminate this Agreement at any time by providing days’ writt en notice to Contractor. In addition, if Contractor fails or refuses to comply with the policies or reasonable directives of Employer, is guilty of serious misconduct in connection with his/her/their performance hereunder, or materially breaches any provisions of this Agreement, Employer may at any time and in its sole discretion terminate the engagement of Contractor immediately and without prior written notice to Contractor. 5.10 Contractor shall not assign any of his/her rights under this agreement, or delegate the performance of any of his/her duties hereunder, without the express written prior consent of Employer. - 5 – WITNESS OUR SIGNATURES, this the day of , 20 . _______________________________ EMPLOYER _______________________________ CONTRACTOR