##### DELETE THIS BLOCK ;-) ##### Tokens: [EFFECTIVE DATE] - the contract's effective date [CLIENT NAME] - the client's legal name [CLIENT STREET] - the client's street address [CLIENT CITY] - the client's city, state zip [HOURLY FEE] - hourly fee [RETAINER FEE] - hourly fee [INVOICE TYPE] - invoicing technology ("postal mail", "electronic mai", "facsimile" or such) [WORK SPECIFICATION] - the specification for the work to be done ######################## This contract for services (the "Contract") is entered into between: CLIQ Services Cooperative, Incorporated (the "Contractor") 65 Eastwood Court Oakland, CA 94611 and [CLIENT NAME] (the "Client) [CLIENT STREET] [CLIENT CITY] ARTICLE 1. TERM OF CONTRACT Section 1.01. This Agreement will become effective on [EFFECTIVE DATE], and will continue in effect until terminated in accordance with the provisions of Article 8 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS Section 2.01. It is the express intention of Client and Contractor that for all purposes under this Agreement Contractor is an independent Contractor and not an employee, agent, joint venturer or partner of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Contractor or any employee, member or agent of Contractor. Client and Contractor each acknowledge that Contractor is not an employee for state and federal tax purposes. Contractor shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Section 3.01. Contractor agrees to provide the specific services set forth on Exhibit A to this Agreement, as well as any other services reasonably requested by Client and agreed to by Contractor (collectively, the "Services"). Services to be performed by Contractor in addition to those listed in Exhibit A to this Contract shall be set forth in writing and signed by the parties, unless both parties agree that such additional services are needed on an emergency basis, in which case the additional Services shall be agreed to in writing as soon as practicable. The Services shall be provided according to the terms set forth in this Agreement and as otherwise agreed in writing between Client and Contractor during the term hereof. Method of Performing Services Section 3.02. Consistent with Exhibit A to this Agreement, Contractor will determine the method, details, and means of performing all services covered by this Agreement. Client may have input, but shall have no right to, and shall not, control or determine the ultimate manner or method of accomplishing Contractor's services. Subcontract of Assistants Section 3.03. Contractor may subcontract such assistants as Contractor deems necessary to perform the services required of Contractor by this Agreement. Unless expressly authorized by Contractor, Client may not control, direct, or supervise Contractor's assistants or employees in the performance of those services. Contractor assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all the state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholdings, interpreted according to the laws of the State of California and such federal laws as are applicable. Place of Work Section 3.04. Consistent with Exhibit A to this Agreement, Contractor shall perform the services required by this Agreement at any place or location and at such times as Contractor shall determine. ARTICLE 4. COMPENSATION Section 4.01. In consideration for the services to be performed by Contractor, Client agrees to pay Contractor for actual billed time, at the billable hourly rate of [HOURLY FEE] per hour. In addition, Client agrees to pay Contractor a retainer in the amount of [RETAINER FEE], such retainer being held by Contractor until the end of the terms of this contract as defined in the provisions of Article 8 of this Agreement, at which time the sum of the retainer will be applied to the final invoice. Billing and Payment Terms Section 4.02. Contractor agrees to biweekly (once every two weeks) submission of invoices to Client. Furthermore, Client has payment terms of net 15 days upon receipt of invoice, and Client agrees to pay finance charges in the amount of 2% per month on past due balances, calculated daily from the 16th day after receipt of invoice. All invoices shall be delivered via [INVOICE TYPE]. Cessation of Work for Non-Payment of Invoices Section 4.03. Contractor reserves the right to immediately cease work on Services if Client fails to remit payment to Contractor under net 15 day terms. Work will resume promptly on payment of defaulted invoices. Expenses Section 4.04 Client shall be responsible solely for the costs of software or services required as an integral part of the final deliverable product. In addition, the Contractor shall bill and the Client shall reimburse for all reasonable and approved out-of-pocket expenses that are incurred in connection with the performance of the services hereunder. ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Equipment Section 5.01 Contractor will supply all tools and equipment required to perform the services under this Agreement, except for any hardware and software to be integrated into the final deliverables as outlined in Exhibit A. Contractor is not required to purchase or rent any tools, equipment or services from Client. Workers' Compensation Section 5.02. Contractor will sub-contract to assistants, not employ assistants, and so does not agree to provide workers' compensation insurance for Contractor's assistants and agents during the term of this Agreement, but does agree to hold harmless and indemnify Client for any and all claims arising out of injury, disability, or death of any Contractor's assistants or agents reasonably related to the performance of their duties for Contractor under this agreement with Client. Indemnification of Liability Section 5.03. In addition to the indemnifications set forth above in Section 5.02 of this Agreement, Contractor shall indemnify and hold Client harmless against any and all liability imposed or claimed, including attorney's fees and other legal expenses, arising directly or indirectly from any act or failure of Contractor or Contractor's assistants, employees, sub-contractor or agents, including all claims relating to the injury or death of any person or damage to any property arising from, resulting from or related to the performance of their duties under this Agreement. Assignment Section 5.04. Neither this Agreement nor any duties, obligations or benefits under this Agreement may be assigned by Contractor without the prior written consent of Client or assigned by the Client without the prior written consent of the Contractor. State and Federal Taxes Section 5.05. As Contractor is not Client's employee, Contractor is solely responsible for paying all required state and federal taxes, and Contractor shall indemnify and hold Client harmless against any and all liability imposed or claimed relating to state and federal taxes arising from Contractor's services under this Agreement. In particular, and without limiting the foregoing indemnification: * Client will not withhold FICA (Social Security) from Contractor's payments; * Client will not make state or federal unemployment insurance contributions on Contractor's behalf; * Client will not withhold state or federal income tax from payment to Contractor; * Client will not make disability insurance contributions on behalf of Contractor; * Client will not obtain workers' compensation insurance on behalf of Contractor. ARTICLE 6. OBLIGATIONS OF CLIENT Cooperation of Client Section 6.01. Client agrees to comply with all reasonable requests of Contractor and to provide access to all information and resources reasonably necessary to the performance of Contractor's duties under this Agreement. Indemnification of Liability Section 6.02. Client shall indemnify and hold Contractor harmless against any and all liability imposed or claimed, including attorney's fees and other legal expenses, arising directly or indirectly from any act or failure of Client or Client's assistants, employees, partners or agents, including all claims relating to the injury or death of any person or damage to any property arising from, resulting from or related to the performance of their duties under this Agreement. ARTICLE 7. OWNERSHIP/USE OF WORK PRODUCT Work Product Section 7.01. "Work Product" shall include any and all tangible and intangible results of the Services, including, without limitation, drafts and final versions of written and printed materials, copyrights, trademarks, patents, trade secrets, software (both object code and source code), and any other rights or assets arising directly or indirectly from the Services. The Work Product specifically does not include any code supplied to the Client by the Contractor as explicitly labeled "Library Code" from Contractor's pre-existing code library. Such Library Code shall be provided to the Client for use in its operations and for an infinite duration under a non-exclusive license, and this use shall in no way be construed as exclusive ownership of Library Code. Contractor retains the right to use explicitly labeled Library Code in future projects outside the scope of this Agreement. In addition, any and all inventions, discoveries, developments and innovations conceived or owned by the Contractor prior to the term of this Agreement and utilized by the Contractor in rendering duties to the Client are hereby licensed to the Client for use in its operations under a non-exclusive license and for an infinite duration. The Work Product may be used by Client in its regular business both during and after the term of the Agreement. Authorship of Work Section 7.02. However, Contractor shall be entitled to claim authorship of the Work Product and shall be entitled to display the Work Product in Contractor's portfolio, so long as Contractor obtains Client's consent to show the Work Product to any potential competitor of Client. Contractor acknowledges that Client may claim confidentiality and deny permission to show the Work Product to any potential competitor of Client. Client will provide to Contractor a list of all persons and organizations to be covered as "competitors" by this section. Contractor Experience and Knowledge Section 7.03 Client and Contractor acknowledge and agree that Contractor has experience and knowledge in the area of the Work Product to be developed under the terms of this Agreement, and Contractor is not by this Agreement giving up its rights in such experience and knowledge. Ownership of Work Section 7.03. Works shall be the sole and exclusive property of Contractor until such time as Contractor has received payment for its production, at which time the Works shall be and remain the sole and exclusive property of Client, with the exceptions stated in this article. ARTICLE 8. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events Section 8.01. This Agreement shall be terminated automatically on the occurrence of any of the following events: The appointment of a receiver for any part of Client's or Contractor's assets; any assignment for the benefit of creditors by Client or Contractor; or the commencement of any case under any bankruptcy or insolvency laws by or against Client or Contractor. Termination by the Client for Default of Contractor Section 8.02. Should Contractor materially default in the performance of this Agreement or materially breach any of its provisions, Client, at Client's option, may terminate this Agreement by giving fourteen (14) days written notification to Contractor. Termination by Contractor for Default of Client Section 8.03. Should Client materially default in the performance of this Agreement or materially breach any of its provisions, Contractor, at the Contractor's option, may terminate this Agreement by giving fourteen (14) days written notification to Client. Termination for Failure to Make Agreed-Upon Payments Section 8.04. Should Client fail to timely pay Contractor all or any part of the compensation set forth in article 4 of this Agreement, Contractor, at the Contractor's option, may terminate this Agreement if the failure is not remedied by the Client within fourteen (14) days from the date payment is initially due hereunder. Termination for Convenience of the Parties Section 8.05. Nothwithstanding the provisions of Sections 8.01 through 8.04, Contractor and Client agree that they may terminate this Agreement for any reason and at any time upon the parties' advance written mutual consent. ARTICLE 9. GENERAL PROVISIONS Notices Section 9.01. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of sender's receipt of the certified mail notice. Entire Agreement of the Parties Section 9.02. This Agreement shall constitute the entire agreement between Client and Contractor with respect to the subject matter hereof and merges and supercedes any and all prior and contemporaneous agreements, either oral or written, between the Client and Contractor with respect to the rendering of services by Contractor for Client. Accordingly, any prior or contemporaneous agreement not expressly contained in this Agreement shall not be valid or binding on Client or Contractor. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged. Confidentiality Section 9.03. Contractor agrees that at all times during the term of this Agreement and thereafter it will hold in strictest confidence and will not use or disclose to any third party, any confidential information of Client. The term "confidential information of Client" shall mean all non-public information that Client designates, in writing, as being confidential. "Confidential information of Client" shall not include information that becomes publicly available through no fault of the Contractor. In addition, knowledge and expertise held by Contractor prior to entering into this Agreement shall not be deemed "confidential information of Client" and is not covered by this clause. Return of Materials Section 9.04. At the time that this Agreement terminates if requested by Client in writing, Contractor will promptly return to Client all Work Product, as well as any and all papers, drawings, notes, memoranda, manuals, specifications, designs, devices, documents, diskettes, tapes, and any other material including all software (in source code and object code) on any media containing or disclosing any confidential or proprietary information of Client. Partial Invalidity Section 9.05. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Dispute Resolution Section 9.06. If during the term of this Agreement any dispute, difference, or disagreement (the "dispute") shall arise between Contractor and Client that cannot be resolved through meetings and discussions between the Contractor and Client, then the Contractor and Client agree to attempt to resolve such dispute through mediation. Client and Contractor agree to share equally the costs of such mediation. Attorney's Fees Section 9.07. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. The same "prevailing party" standard for entitlement to reasonable attorneys' fees and costs shall be applicable in the event that either Client or Contractor engage an attorney with respect to any arbitration relating to the terms and conditions of this Agreement, but not to any mediation. Governing Law Section 9.08. This Agreement will be governed by and construed in accordance with the laws of the State of California. Successor Interests Section 9.09. This Agreement shall be binding upon and inure to the benefit of Client and Contractor, and their successors and authorized assigns. Waiver Section 9.10. Waiver of any term or condition of this Agreement by either party shall not be construed as a waiver of a subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement. Construction Section 9.11. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. The language in this Agreement shall in all cases be construed as a whole and in accordance with its fair meaning and shall not be construed either for or against either party. Counterparts Section 9.12. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement. ____/____/____ Date ______________________________ ______________________ ______________________ Signature Printed Name Title ____/____/____ Date ______________________________ ______________________ ______________________ CLIQ Services Cooperative, Inc. Printed Name Title EXHIBIT A Specific Services [WORK SPECIFICATION]