full time of Consultant’s staff to the performance of the services required hereunder, and it is
acknowledged that Consultant has other Clients and Consultant offers services to the general public. The
order or sequence in which the work is to be performed shall be under the control of Consultant. Except
to the extent that the Consultant’s work must be performed on or with Company’s computers or
Company’s existing so
ftware, all materials used in providing the services shall be provided by Consultant.
Consultant’s services hereunder cannot be terminated or cancelled short of completion of the services
agreed upon except for Consultant’s failure to perform the contract’
s specification as required hereunder
and conversely, subject to Company’s obligation to make full and timely payment(s) for Consultant’s
services as set forth in Exhibit B, Consultant shall be obligated to complete the services agreed upon and
shall be liable for non-performance of the services to the extent and as provided in Sections 2 and 4
hereof. Company shall not provide any insurance coverage of any kind for Consultant or Consultant’s
staff, and Company will not withhold any amount that would normal
ly be withheld from an employee’s
pay. Consultant shall take appropriate measures to insure that Consultant’s staff is competent and that
they do not breach Sections 4 and 12 hereof.
Each of the parties hereto agrees that, while performing Services under this Agreement, and for a period
of [NUMBER] months following the termination of this Agreement, neither party will, except with the other
party’s written approval, solicit or offer employment to the other party’s employees or staff engaged in any
efforts under this Agreement.
16. USE OF WORK PRODUCT
Except as specifically set forth in writing and signed by both Company and Consultant, Consultant shall
have all copyright and patent rights with respect to all materials developed under this contract, and
Company is hereby granted a non-exclusive license to use and employ such materials within the
Company’s business.
17. COMPANY REPRESENTATIVE
The following individual [NAME] shall represent the Company during the performance of this contract with
respect to the services and deliverables as defined herein and has authority to execute written
modifications or additions to this contract.
18. DISPUTES
Any disputes that arise between the parties with respect to the performance of this contract shall be
submitted to binding arbitration by the [ASSOCIATION], to be determined and resolved by said
Association under its rules and procedures in effect at the time of submission and the parties hereby
agree to share equally in the costs of said arbitration.
The final arbitratio
n decision shall be enforceable through the courts of the state of Consultant’s address
or any other state in which the Company resides or may be located. In the event that this arbitration
provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as
binding and enforceable as if this Section 18 were not a part hereof.
19. TAXES
Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its
performance, including but not limited to sales or use taxes, shall be paid by the Client. Consultants shall
be responsible for any taxes or penalties assessed by reason of any claims that Consultant is an
employee of Company and Company and Consultant specifically agree that Consultant is not an
employee of Client.