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Delaware vices Agreement 4 EXHIBIT A SERVICES [describe services below] (if applicable) CONSULTANT: ______________________________ Signature ______________________________ Name (please print) ______________________________ Title (if applicable) Technology Consultant Sereement to be executed the day and year first written above. CLIENT _______________________________ Signature _______________________________ Name (please print) _______________________________ Title the State of _______________________________. [The remainder of this page intentionally left blank.] Technology Consultant Services Agreement 3 IN WITNESS WHEREOF, the parties have caused this Agr_ Either party may change such addresses from time to time by providing notice as set forth above. 20. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of ______________________________ ________________________________ ________________________________ Consultant: ______________________________ ______________________________ _____________________________erwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: Client: __er oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Client and Consultant. 19. NOTICE: Any notice required or othhe Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whethmiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 18. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between treason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if liparty's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 17. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any ued as exclusive of each other unless otherwise required by law. 16. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that , successors and permitted assigns of the Parties. Technology Consultant Services Agreement 2 15. CUMULATIVE RIGHTS: The Parties' rights under this Agreement are cumulative, and shall not be constrresult of the acts of Consultant or its employees. 14. BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the Parties and the heirs, legal representatives law to perform the Services. 13. CONSULTANT'S INSURANCE: Consultant warrants that he/she is adequately insured for injury to him/herself or his/her employees and others incurring loss or injury as a continue in full force and effect following such termination. 12. CONSULTANT'S EMPLOYEES: To the extent required by law, the Services shall be performed by individuals duly licensed and authorized byquipment, office supplies, money and documents. 11. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of paragraph 6 and 7 of this Agreement willfestations of Confidential Information (and all copies and reproductions thereof). In addition, Consultant will return any other property belonging to Client including without limitation: computers, ees any obligation in this Agreement. 10. RETURN OF PROPERTY: Upon termination or completion of this Agreement, Consultant will promptly return to Client all drawings, documents and other tangible manither rules, policies and procedures as communicated by the Client. 9. TERMINATION: This Agreement may be terminated by either party if either party fails to perform his/her duties or materially breache, royalty-free license to use, execute, display or perform any Pre-Existing Materials included or contained in the Prepared Materials. 8. OTHER RULES AND POLICIES: Consultant agrees to abide by any o these rights. The Prepared Materials do not, however, include any items or materials that pre-existed this Agreement ("Preexisting Materials"). Consultant hereby gives Client a nonexclusive, worldwidluding any rights under copyright law, to Client. Consultant agrees to assist Client, upon request, by taking any reasonable action that may be necessary for the perfecting, securing and completing ofd Materials") shall be considered the exclusively property of Client. Consultant hereby assigns and transfers any and all rights, title and interest that he/she may have in the Prepared Materials, incalls into public domain through Consultant's unauthorized actions. 7. OWNERSHIP OF PREPARED MATERIALS: Except those items described below, all materials prepared by Consultant for Client (the "Prepareure. In addition, Consultant will use his/her best efforts to prevent any such disclosure. Confidential information will not include information that is in the public domain, unless such information f (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, written consent of such a disclosnological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential ("Confidential Information"). Consultant agrees to not disclose to any other personential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and techtated in this Agreement, is not entitled to any of the benefits normally provided to the employees of Client. 6. CONFIDENTIALITY: Consultant acknowledges that he/she may have access to Client's confidthorized in advanced by Client and incurred in connection with this Agreement. 5. INDEPENDENT CONTRACTOR. Consultant is an independent contractor and not an employee of Client, and, unless otherwise so be paid on the _________ day of the ____________. [_] other: ______________________________________________________ 4. EXPENSES: Client agrees to reimburse Consultant for all reasonable expenses authe Services, Client shall pay Consultant a total fee of $________________. Payment shall be made as follows (check the appropriate box): [_] $__________ every ____________ (e.g. week, month, etc.), tc.), commencing on ________________, 20__. The Services shall be performed on ____________________ [insert day of the week] between the hours of ________a.m. and ___________p.m. 3. COMPENSATION: For ant for the services described in Exhibit A attached hereto (the "Services"). 2. TIME OF COMPLETION: The Services are ongoing, and shall be completed _______________ (e.g. weekly, bi-weekly, daily, et______________ ("Client") and _______________________________________ ("Consultant") (collectively referred to as the "Parties"). The Parties agree as follows: 1. SERVICES: Client shall engage ConsultEMENT This Technology Consultant Services Agreement (the "Agreement") is made and entered into on _____________________________________________, ___________, by and between ___________________________ into this type of arrangement. In addition, before using the form you should always consult with your attorney to ensure that it addresses you specific situation. TECHNOLOGY CONSULTANT SERVICES AGREd state law. Many of the state laws differ dramatically, therefore the client and the consultant should become familiar with the laws of their specific state and the federal government before enteringhe consultant signs the agreement at the beginning of his/her service term, then it becomes a condition of his/her engagement with the company. Employment relationships are governed by both federal aneaffirming that an employer/employee relationship is not created, and laying out reasons for termination of the relationship. Most states will enforce this type of agreement. It is best, however, if tf payment for his/her service to the client. The technology consultant services agreement can also protect the client by, among other things, clarifying the client's expectations for the consultant, rination date for the services. The technology consultant services agreement serves a number of beneficial purposes. It provides the consultant with the basic conditions, project parameters and terms octing network problems, installing hardware, designing a web page, etc.). This agreement is for use where the consultant is to provide ongoing services to the client and that there is no specific termt (Ongoing Services) A technology consultant services agreement is an agreement between a client and an independent contractor, a consultant, who will assist the client with its technology (e.g. correany document with another party. The purchase and use of these forms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Information Technology Consultant Services Agreemenrting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating onsidered an employee of the Client. Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a sta the Consultant each retain an original signed Agreement; therefore, at least two original copies of the Agreement should be executed (i.e. signed). This form should not be used if the Consultant is clly before signing. The Client must sign the Agreement. The Consultant must sign the Agreement. The Agreement should be signed no later then when the service is to begin. Generally both the Client andmation about the Technology Consultant Services Agreement; and (3) the Technology Consultant Services Agreement (the "Agreement"). Both the Client and the Consultant should review the agreement carefuInstructions & Checklist Technology Consultant Services Agreement (Ongoing Services) This package contains: (1) Instructions and Checklist for the Technology Consultant Services Agreement; (2) Infor Delaware