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THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name, ("Company") and Company Name ("Customer"). Company has experience and expertise in the development of Networks. Customer desires to have Company develop a Network for them.

Company desires to develop Customer's Network on the terms and conditions set forth herein (the "Network").

In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:

Development of Network

Company agrees to installation, management and development of the Network(s) and Network-based operations according to the terms listed on Exhibit A attached hereto.

Specifications

Company agrees to develop the Network pursuant to the Specifications set forth in Exhibit B attached hereto (the "Specifications").

Delivery Dates and Milestones

Company will use reasonable diligence in the development of the Network and endeavor to deliver to Customer an operational Network no later than Delivery Date. Customer acknowledges, however, that this delivery deadline, and the other payment milestones listed in Exhibit A, are estimates and are not required delivery dates.

Services Provided

Services described here are provided for Linux, Windows, Macintosh, Sun, UNIX systems only unless otherwise specified.

1 Physical Security

Company will provide an operating environment ("Computer Rooms") for all hardware with adequate smoke and heat detectors, and inspect existing sprinkler systems to help prevent any damage to hardware from fire. Company will provide a 12-hour UPS backup system for all servers and critical systems to protect against power failure. Company will install and setup security access points to computer room(s) for systems staff to prevent. Physical attacks, intrusions and other unauthorized access.

Security reporting will be provided to monitor and report on all access to computer rooms.

2 Data and Network Security

Company will provide monitoring systems for recording unauthorized access and break-ins. Company will automatically close accounts and force password changes as it deems necessary in order to ensure the integrity of the system whenever accounts have been compromised. Company will establish and ensure that proper procedures are in place, requiring the use of passwords and other security procedures that meet acceptable security standards. Company will monitor and implement CERT advisories that identify security problems in vendor supplied software.

Company will implement any appropriate safeguards it deems fit to prevent unauthorized use of systems, increase Network stability, and repair or remove identified threats to the Network.

3 Software

Company will install, update, upgrade and configure software packages ("Systems") required by the Network and manage all email, ftp, web server, name server and other software and services as set forth in Exhibit B. Company will maintain the installation, any updates, and any daily tasks required for the maintenance of the system software. Company will manage licenses and make long-term software recommendations to Customer.

Company will setup procedures to ensure that only authorized users can make changes to systems and user software. Company will ensure that any changes to systems software are recorded in a log or record format to ensure proper documentation and a history of all changes. Company will establish proper procedures to assist in the detection and repair of computer virus or other threats and employ measures aimed at preventing virus from infecting software. Company will monitor and apply any patches, upgrades or other fixes necessary for protecting the Network or System software from potential threats as Company becomes aware of them.

Company will issue communications to users and managers regarding current threats, guidelines and procedures users must follow and communicate policy recommendations to management and assist in documentation.

4 User Accounts and System Administration

Company will create, maintain, and audit all user accounts and groups and provide daily reports on Network traffic, access, impact, loads and all other metrics as needed or requested by Customer and set forth in Exhibit B. Company will develop and maintain regular monitoring and reporting on Network operation and performance.

5 Hardware Installation, Requirements and Maintenance

Company will install all hardware components, as set forth in Exhibit B, and will maintain and continue to extend Network infrastructure and interfaces as needed. Company will install and maintain any new hardware (workstations, printers, peripherals) and be responsible for ordering any needed hardware or services. Company will be responsible for integration of new hardware and manage any third-party maintenance and warranty contracts on hardware or equipment.

6 Daily Operations

Company will be responsible for ordering and maintaining any relevant supplies (e.g., cables, disks, tapes, backup media). Company will inspect and maintain printer queues, job queues, and provide troubleshooting and/or arrange for repair services for the Network. Company will develop backup procedures and policies for system and user software, and provide adequate testing for all procedures put in place by Company. Company will maintain off-site storage of any backup media to ensure Network integrity and protection, and will be responsible for setting up a daily procedure for backing up all data.

7 General Support Services

Company will be available to respond to questions about Network and systems problems. Company will staff a help desk with a combination of phone and email support services from 9:00 am to 5:00 pm Monday through Friday Time Zone. Company will be responsible for maintaining an ongoing log of support requests, actions taken and track user support requests to completion.

8 Administration and Planning

Company will work with Customer, its managers and staff, to provide advice on any computing requirements, Network and information management, user requests, hardware and software purchases and assist Customer with negotiations with third party vendors covered under this Agreement as set forth in Exhibit B.

Compensation

For all of Company's services under this Agreement, Customer shall compensate Company, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment owned by Company, whether leased to Customer by Company or not and any Company personnel or staff from Customer location(s), (3) bring legal action.

Confidentiality

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the development of the Network (the "Confidential Information") will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Limited Warranty and Limitation on Damages

Company warrants that the Network will conform to the Specifications for 30 days after Customer and Company acceptance that the terms of the Agreement have been met. If the Network does not conform to the Specifications, Company shall be responsible to correct the Network without unreasonable delay, at Company's sole expense and without charge to Customer, to bring the Network into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied.

Customer acknowledges that Company does not warrant that the Network will work on all platforms. Customer acknowledges that Company will not be responsible for the results, productivity or any other measurable metric not specified in Exhibit B, obtained by Customer on the Network. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Company as set forth in Exhibit A attached hereto.

Independent Contractor

Company shall be retained as independent contractors. Company will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company's behalf. Company understands that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.

Equipment

Customer agrees to make available to Company, for Company's use in performing the services required by this Agreement, such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.

General Provisions

1 Entire Agreement

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and enure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of its obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 No Right to Assign

Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.

7 Indemnification

Customer warrants that everything it delivers to Company is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third-party relating to any aspect of the Network, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the Network. Further, Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the Network.

8 Use of Network for Promotional Purposes

Customer grants Company the right to use its work in producing the Network for promotional purposes. Customer grants Company the right to list, reference or otherwise identify Customer as a client of Company in Company's advertising and marketing.

9 No Responsibility for Loss

Company will have no responsibility for any third-party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the Network. Company is not responsible for any down time, lost files or any other loss that may occur in the operation of the Network.

10 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below: