This is just a tempalte, always seek proper legal advise when doing consulting.

Consultant:
Client:
Contract Date:

PC and Lan Support Services Agreement (the “Agreement”), made as of this xxx day of Month, 2009 (the “Effective Date”) between client (“Client”), and xxxxxxxx, (“Consultant”).   (Client and Consultant are hereinafter collectively referred to as the “parties”).

Now, Therefore, Client and Consultant agree as follows:

1. The Work.  The “Work” hereunder will consist of the following services: General LAN Support including, but not limited to: Printer sharing, File sharing, Outside Connectivity (i.e. modems) at Client’s offices at the location above.

2. Project Liaisons.  Each party’s primary contact for development efforts shall be the project liaisons specified below or the person otherwise designated in writing by Client or Consultant, as the case may be.  The Work will be requested and directed by ————– of Client.

3. PRICING AND TERMINATION.

3.1.Pricing.  Client will pay for the Work on a time and materials basis as follows:

i)   Monthly Maintenance – One Hour
ii)  Additional hours as requested and approved by ————.
iii) Rates billed at $150.00 per hour.
iv) Bills will be submitted every week, net 15 days.

3.2. Late Payment.  If Client fails to pay any when due, late charges of the greater of one and one half percent (1.5%) per month or the maximum allowable under applicable law shall also become payable by Client to Consultant.  In addition, failure of Client to fully pay any fees within five (5) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services by Consultant, and will be sufficient cause for immediate termination of this Agreement by Consultant.  Any such suspension does not relieve Client from paying past due fees plus interest and in event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs, and collection agency fees.

3.3. Termination.  Either party may terminate this Agreement (a) upon thirty (30) days notice, (b) immediately if a bankruptcy proceeding is instituted against the other party which is acquiesced in and not dismissed within twenty (20) days, or results in an adjudication of bankruptcy, or (c) the other party materially breaches any of its obligations under this Agreement, and such breach is not cured within five (5) days of receipt of notice specifying the breach, except that the cure period for failures of payment obligations shall be one (1) day.

4.  ADDITIONAL TERMS.

4.1.Taxes. Client shall pay or reimburse Consultant for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Consultant under this Agreement; excluding, however, income taxes on profits which may be levied against Consultant. Client shall be the seller of all products if any purchased through the Web Site and will be responsible for any taxes associated with its income form the sale of products through the Web Site.

4.2.Disclaimer Of Warranties.  Consultant Expressly Disclaims All Warranties Or Conditions Of Any Kind, Express Or Implied, Including Without Limitation The Implied Warranties Of Title, Non‑Infringement, Merchantability And Fitness For A Particular Purpose.

4.3.Independent Contractors.  Consultant and Client agree that they will be independent contractors. Neither party will be an agent, representative, employee or partner of the other party.  Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party provided that nothing in this subsection shall be construed to limit the ability of Consultant to secure contractual commitments from third parties to buy or license advertising. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.

4.4.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado applicable to contracts entered into and wholly to be performed in the State of Colorado. Each Party irrevocably consents to the exclusive jurisdiction of the courts of the State of Colorado and the federal court situated in the State of Colorado, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

4.5.Confidentiality.  This Agreement and price information is confidential and proprietary, and is not to be disclosed to others.

4.6.Limitation of Liability.  Under no circumstances shall Consultant be liable for loss, cost, expense, or damage in an amount exceeding the fees actually paid to Consultant under this Agreement.  Consultant shall not be liable for indirect, incidental, punitive, exemplary, special, or consequential damages of any kind whatsoever resulting from this Agreement. The parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the dates set forth below.

4.7.Entire Agreement.  This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.  It may be changed only by a writing signed by both parties.  Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

4.8.Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
In Witness Whereof, the parties hereto have executed this Agreement as of the date first above written.

By: __________________________                               By: __________________________

Name:                                                                                              Name:  _______________________

Date: ________________________                                Date: _________________________

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