Fill and Sign the Thank You in Advance for Your Patience and Determination Form

Software Installation Agreement between Seller and Independent Contractor Agreement made on the __________________ (date), between _________________________ (Name of Contractor) of __________________ ___________________________________________________ (street address, city, state, zip code) , referred to herein as Contractor, and ___________________________ (Name of Company), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________________________ ___________________ (street address, city, state, zip code) , referred to herein as Company . Whereas, Company has entered into one or more license agreement(s) for certain products of (e.g., Crestron Electronics, Inc.) __________________ , hereinafter call Creston; and Whereas, said products are software products to be installed on certain audio and video products sold by Company; and Whereas, Company desires to engage Contractor to perform, on Company’s, behalf, installation and related services of the licensed Creston software products on such audio and video products; 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: 1. Description of Work The work to be performed by Contractor includes all services generally performed by Contractor in Contractor's usual line of business of a software installer, including, but not limited to, the services set forth in Exhibit A attached hereto and made a part hereof. 2. Payment Company will pay Contractor for the work to be performed under this Contract, according to the schedule set forth in Exhibit B attached hereto and made a part hereof . (Note: In Exhibit B describe payment terms, such as hourly and flat rate as well as amounts, when invoices are to be submitted, and when payments are due). 3. Relationship of the Parties Contractor is an independent contractor and is not an employee, servant, partner or joint venturer of Company. Company shall determine the services to be provided by Contractor, but Contractor shall determine the legal means by which it accomplishes the services in accordance with this Contract. Company is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Contractor is not entitled to receive the benefits which employees of Company and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Company. It is further understood that Contractor is free to contract for similar services to be performed for other software related businesses or organizations while under contract with Company. 4. LiabilityThe work to be performed under this Contract will be performed entirely at Contractor's risk, and Contractor assumes all responsibility for the condition of tools and equipment used in the performance of this contract. Contractor will carry, for the duration of this contract, public liability insurance in an amount acceptable to Company. Contractor agrees to indemnify Company for any and all liability or loss arising in any way out of the performance of this contract. 5. Duration of Contract Either party may cancel this Contract on ______ days' written notice; otherwise, the Contract shall remain in force for a term of (specify period time) ____________________________________ from the date of this Contract. 6. Preferred Provider Status Company hereby grants Contractor preferred provider status which confers on Contractor the right to bid on all sales of products by Company that need installation of Creston software. 7. Copyright and Patent Notices. Contractor will not remove, modify, or obscure any copyright, trademark or patent notices that appear in or on Creston licensed products or an image that includes Creston licensed software delivered to Contractor by or on behalf of Company. 8. 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. 9. 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. 10. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 11. Notices Unless provided herein to the contrary, 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. 12. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 13. 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. 14. 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. 15. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. 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. 17. Confidentiality Contractor and Company both acknowledge that all information and materials furnished from the Company to Contractor concerning this Agreement and the performance of it is confidential and may not be used for any purpose other than in connection with this Agreement. 18. 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. 19. 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. 20. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _________________________________ (Name of Company) ________________________ By:________________________________ (Printed Name of Contractor) _______________________________ ________________________ (Printed Name & Office in Corporation) (Signature of Contractor) _______________________________ (Signature of Officer)