This Agreement is made this ___ day of ______, 2005, between «BusinessName»
(which shall hereinafter be referred to as “the Client”), having its principal
place of business at «LocalAddress», «LocalCity», «LocalState»
«LocalZip», and Customized Data Solutions (which shall hereinafter be referred
to as “CDS”), having its principal place of business at 5680 Powell Road,
New Vienna, OH 45159.
In consideration of the Client retaining CDS to conduct independent work for
the Client, it is agreed as follows:
1. Term
The Client hereby retains CDS and CDS hereby agrees to perform project
design and consultation services as required by the Client on a
project-to-project basis. The term of any project shall be agreed upon by
both parties at the completion of the design and consultation phase of said
project.
CDS will at various times perform services at the Client’s headquarters,
at other Client facilities, or at CDS’s facilities, as agreed upon by both
parties. CDS will perform the services at various times and for various
durations as agreed upon by both parties.
2. Compensation
a. The following fees shall apply:
i. $___ per hour for services during a design and consultation
phase of any project, excluding the initial half hour of the original project
consultation, which shall be offered at no charge.
A design and consultation phase shall be deemed completed when both
parties have agreed upon and signed a written design plan. The design plan
shall include specifications for the details of the project to be completed,
as well as the expected time of completion. The creation of any new design
plan shall void any previous design plan.
ii. $___ per hour for work on the actual development of any
project, as agreed upon by both parties in the design plan.
iii. At the specific request of the Client, CDS may agree, at
its discretion, to perform data entry at a rate of $___ per hour. Data entry
shall be defined as the input of the balance of Client information beyond that
which is necessary for design and testing of the project.
iv. Reasonable and necessary business and travel expenses,
incurred by CDS, at the request of the Client or in fulfilling the requirements
of the design plan, shall be reimbursed by the Client upon submission of expense
reports with back-up documentation, except that no travel expenses shall apply
for assignments within Ventura County. The Client must approve all travel
plans, and expenses in excess of $25, in advance.
b. If at any point during the development of any project the
Client requests a major modification, reconstruction, or addition, the project
shall re-enter a design and consultation phase, at the appropriate fee, until
such time as a new and complete design plan is agreed upon.
Requests by the Client for a change in the design plan must be made in
writing. CDS shall have 10 business days, from the time of receipt, to review
such a request. CDS shall determine, at its own discretion, what constitutes a
major modification, reconstruction, or addition. CDS reserves the right to
limit the number of major modifications, reconstructions, or additions at its
own discretion.
In the event CDS refuses a request for a major modification,
reconstruction, or addition, the Client reserves the right to terminate the
project, at which point the Client shall pay, in full, for the work completed
thus far, with the exception that the Client shall not be responsible for work
completed after the date CDS received the request. In the event the
Client chooses not to terminate the project, it shall be completed according
to the current design plan.
c. CDS shall maintain true and correct records for a time spent
fulfilling obligations under this Agreement and all transactions related
thereto. CDS shall retain all such records for at least twelve months after
termination of this Agreement.
d. CDS shall provide detailed invoices and shall maintain and
provide, upon request, backup documentation for a period of one year from the
date of the respective invoices. The Client shall make full payment for services
within fifteen days of the receipt of any invoice.
e. If CDS brings a legal action to collect any sums due under
this Agreement, it shall be entitled to collect, in addition to all damages, its
costs of collection, including reasonable attorney's fees.
3. Warranties by CDS
CDS represents and warrants to the Client that it has the experience
and ability to perform the services required by this Agreement; that it will
perform said services in a professional, competent and timely manner; that it
has the power to enter into and perform this Agreement; and that its performance
of this Agreement shall not infringe upon or violate the rights of any
third party or violate any federal, state and municipal laws. However, the
Client will not determine or exercise control as to general procedures or
formats necessary to have these services meet the Client's satisfaction.
4. Cooperation of Client
Client agrees to comply with all reasonable requests from CDS (and
provide access to all documents) reasonably necessary to the performance of
CDS’s duties under this Agreement.
5. Independent Contractor
CDS acknowledges that the services rendered under this Agreement shall
be solely as an independent contractor. CDS shall not enter into any contract
or commitment on behalf of the Client. CDS further acknowledges that it is not
considered an affiliate or employee of the Client, and is not entitled to any
Client employment rights, benefits or obligations. It is expressly understood that this
undertaking is not a joint venture.
6. Confidentiality
CDS recognizes and acknowledges that this Agreement creates a
confidential relationship between CDS and the Client and that information
concerning the Client 's business affairs, customers, vendors, finances,
properties, methods of operation, computer programs, and documentation, and
other such information, whether written, oral, or otherwise, is confidential in
nature. All such information concerning the Client is hereinafter collectively
referred to as "Confidential Information."
7. Non-Disclosure
CDS agrees that, except as directed by the Client, it will not at any
time during or after the term of this Agreement disclose any Confidential
Information to any person whatsoever and that upon the termination of this
Agreement it will turn over to the Client all data in its possession or control
that relates to the Client. CDS further agrees to bind its employees and
subcontractors to the terms and conditions of this Agreement.
8. Non-Exclusive Arrangement
This Agreement is not to be interpreted as an exclusive service
contract. Nothing stated herein shall prevent CDS from accepting other
assignments during the term of this Agreement, so long as such other assignments
do not constitute a conflict of interest for CDS in its performance of services
for the Client.
CDS shall not be required at any time to render service that would
conflict with its obligations prior to a request made by the Client.
9. Office Rules
CDS shall comply with all office rules and regulations, including
security requirements, when on the Client’s premises.
10. Conflict of Interest
CDS shall not offer or give a gratuity of any type to any Client
employee or agent.
11. Governing Law
This Agreement shall be construed and enforced in accordance with the
laws of the State of Ohio.
12. Force Majeure
CDS shall not be responsible for any failure to perform due to
unforeseen circumstances or due to a cause beyond CDS’s control, including but
not limited to: acts of God, war, riot, embargoes, acts of civil or military
authorities, fire, floods, accidents, strikes, or shortages of transportation
facilities, fuel, energy, labor or materials.
13. Survival and Termination
This Agreement may be amended or renewed only with the written
agreement of both parties. Either party, upon thirty (30) days written notice
to the other party, may terminate this agreement. Sections relating to
Confidentiality, Grants and Non-Disclosure shall survive any termination
whatsoever.
This Agreement may be terminated immediately by a non-breaching party,
in addition to any other remedy, for breach of any term of this Agreement, upon
written notice to the breaching party.
14. Entire Agreement and Notice
This Agreement contains the entire understanding of the parties and
may not be amended without the specific written consent of both parties. Any
notice given under this Agreement shall be sufficient if it is in writing and if
sent by certified or registered mail.
IN WITNESS WHEREOF, 
