AGREEMENT WITH TURBINE PROJECT SERVICES., Inc.
CONSULTING CONTRACT
THIS AGREEMENT is made as of 15 August 3003 between R M Enterprise Group, Inc
("Client") and Turbine Project Services, Inc- ("Consultant").
In the event of a conflict in the provisions of any attachments hereto and
the provisions set forth in this Agreement, the provisions of such attachment,-
shall govern.
1. Services. Consultant agrees to perform for Client services defined as
"Project Management Scheduling Services" in support of the JSF V & V Project.
Such services are hereinafter referred to as "Services." Client agrees that
consultant shall have ready access to Client's staff and resources as necessary
to perform the Consultant's services provided for by this contract.
2. Rate of Payment for Services, $45 per Billable Hour
3. Invoicing. Client shall pay the amounts agreed to herein upon receipt of
invoices which shall be sent by Consultant, and Client shall pay the amount of
such invoices to Consultant
4. Confidential Information. Each party hereto ("Such Party") shall hold in
trust for the other party hereto ("Such Other Party"), and shall not disclose to
any non-party to the Agreement, any confidential information of such Other
Party. Confidential information is information which relates to Such Other
Party's research, development. trade secrets or business affairs, but does not
include information which is generally known or easily ascertainable by
non-parties of ordinary skill in computer systems design and programming.
Consultant hereby acknowledges that during the performance of this
contract, the Consultant may learn or receive confidential Client information
and therefore Consultant hereby confirms that all such information relating to
the client's business will be kept confidential by the Consultant, except to the
extent that such information is required to be divulged to the consultant's
clerical or support staff or associates in order to enable Consultant to perform
Consultant's contract obligation.
5. Staff Consultant is an independent contractor and neither Consultant nor
Consultant's staff is or shall be deemed to be employed by Client. Client is
hereby contracting with Consultant for the services described in paragraph 2 and
Consultant reserves the right to determine the method, manner and mean by which
the services will be performed, Consultant is not required to perform the
services during a fixed hourly or daily time and if the services are performed
at the Client's premises, then Consultants time spent at the premises is to be
at the discretion of the Consultant; subject to the Client's normal business
hours and security requirements. Consultant hereby confirms to Client that
Client will not be required to furnish or provide any training to Consultant to
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enable Consultant to perform services required hereunder. The services shall be
performed by Consultant or Consultant's staff, and Client shall not be required
to hire, supervise or pay any assistants to help Consultant who performs the
services under this agreement. Consultant shall not be required to devote
Consultant's full time nor the 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 Client's computers or Client's existing software,
811 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 Client's obligation to make full and timely payment(s) for
Consultant's services. 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 Paragraph 10 hereof. Client shall not provide any
insurance coverage of any kind for Consultant or Consultant's staff, and Client
will not withhold any amount that would normally 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 Section 4 hereof.
6. Use of Work Product. Except as specifically set forth in writing and
signed by both Client and Consultant, Consultant shall have all copyright and
patent rights with respect to all materials developed under this contract, and
Client is hereby granted a nonexclusive license to use and employ such materials
within the Client's business.
7. Client Representative. Xxxxxx XxXxx shall represent the Client 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 as defined in Section 14.
8. Disputes. Any disputes that arise between the parties wits. respect to
the performance of this contract shall be submitted to binding arbitration by
the American Arbitration 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 arbitration decision shall be enforceable through the coma: of
the state of Florida. 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 8 were not a part hereof
9. 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
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reason of any claims that Consultant is an employee of Client and Client and
Consultant specifically agree that Consultant is not an employee of Client.
LIMITED WARRANTY
10. Liability. Consultant warrants to Client that the material, analysis,
data, programs and services to be delivered or rendered hereunder, will be of
the kind and quality designated and will be performed by qualified personnel.
Special requirements for format or standards to be followed shall be attached as
an additional Exhibit and executed by both Client and Consultant. Consultant
makes no other warranties, whether written, oral or implied, including without
limitation, warranty of fitness for purpose or merchantability. In no event
shall Consultant be liable for special or consequential damages, either in
contract on tort, whether on not the possibility of such damages has been
disclosed to Consultant in advance or could have been reasonably foreseen by
Consultant, and in the event this limitation of damages is held unenforceable
then the parties agree that by reason of the difficulty in foreseeing possible
damages all liability to Client shall be limited to One Hundred Dollars
($100.00) as liquidated damages and not as. a penalty.
11. Complete Agreement This agreement contains the entire agreement between
the parties hereto with respect to the matters covered herein. No other
agreements, representations, warranties or other matters, oral or written,
purportedly agreed to or represented by or on behalf of Consultant by any of its
employees or agents, or contained in any sales materials or brochures, shall be
deemed to bind the parties hereto with respect to the subject matter hereof.
Client acknowledges that it is entering into this Agreement solely on the basis
of the representations contained herein.
12. Applicable Law. Consultant shall comply with all applicable laws in
performing Services but shall be held harmless for violation of any governmental
procurement regulation to which it may be subject but to which reference is not
made in Exhibit A. This Agreement shall be construed in accordance with the laws
of the State rite indicated by the Consultant's address [15(ii)).
13. Scope of Agreement. If the scope of any of the provisions of the
Agreement is too broad in any respect whatsoever to permit enforcement to its
full extent, then such provisions shall be enforced to the maximum extent
permitted by xxx, and the parties hereto consent and agree that such scope may
be judicially modified accordingly and that the whole of such provisions of this
Agreement shall not thereby fail, but that the scope of such provisions shall be
curtailed only to the extent necessary to conform to law.
14. Additional Work. After receipt of an order which adds to the Services,
Consultant may, at its discretion, take reasonable action and expend reasonable
amounts of time and money based on such order. Client agrees to pay Consultant
for such action and expenditure for payments related to Services.
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15. Notices.
(i). Notices to Client should be sent to:
0000X Xxxx Xxxxxxxxx Xxxx XXX 122
Xxxxxxxxxxxx, XX 00000
(ii) Notices to Consultant should be sent to:
000X.X.0xx Xxxxx Xxxx
Xxxxx, XX 00000
16. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other party. Except for the prohibition on
assignment contained in the preceding sentence, this Agreement shall be binding
upon and inure to the benefits of the heirs, successors and assigns of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
date first above written. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.
R M Enterprise Group, Inc.
By: /s/ Xxxxxx X. XxXxx
---------------------------
Xxxxxx X. XxXxx, President
Turbine Project Services, Inc.
By: /s/ Ledyard X. XxXxxx
---------------------------
Ledyard X. XxXxxx Secretary
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