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24 <h2>Contract Addendum</h2>
26 <h2><a href="Contract Addendum.doc">MS Word Copy</a></h2>
28 <p>This addendum is between ClearSCM, Inc. or a representative
29 from ClearSCM, Inc., hereafter known as <b>Contractor </b> and <u> </u>,
30 hereafter known as <b>Agent </b>or <b>Agency</b>, with
31 respect to the project at <u> </u>, hereafter known as
32 <b>Client</b>, and is made on <u> </u>. This addendum supersedes
33 or augments any prior agreements made between <b>Contractor</b>
34 and <b>Agency</b> regarding any engagements with the
35 <b>Client</b>, including but not limited to the afore-mentioned
38 <p><b>Terms:</b> ClearSCM's terms are Net/30 with a 2% late charge
39 that will be applied to the invoice amount for any invoices not
40 paid in the initial 30 day period. Exceptions can be made for the
41 first pay period and if so are stipulated here:</p>
43 <p><u> </u></p>
45 <p><b>Contract Duration:</b> The contract duration shall be at
46 least <u> </u> from the agreed upon start date. If the contract is
47 terminated for any reason except non-performance, then an early
48 termination fee will be assessed:</p>
51 <li>For contracts of 6 months or less - 30 day early termination
54 <li>For contracts longer than 6 months - 60 day early
58 <p>This early termination fee will be equal to 30 (or 60) days of
59 assumed 8 hour billable duration and will be assessed against the
60 <b>Agent</b>. Standard rate and terms apply.</p>
62 <p>Non-performance shall be solely judged by the <b>Client</b>, and
63 concerns over non-performance shall be provided in written form to
64 the <b>Contractor</b> by the <b>Client</b>. The <b>Contractor</b> shall
65 always have a reasonable period of time from the date of the
66 written notice to improve performance to the <b>Client</b>'s satisfaction
67 before the contract may be terminated without incurring the early
70 <p><b>Rate Disclosure:</b> The hourly rate that the <b>Client</b> is
71 paying the <b>Agent</b> is: <u> </u>. The rate that the
72 <b>Contractor</b> is billing the <b>Agent</b> is: <u> </u>.</p>
74 <p><b>After Hours Work:</b> The <b>Contractor</b> is willing to
75 work hours above and beyond the standard 8 hours a day and/or 40
76 hours a week and is willing to carry a pager or be “on
77 call” to the <b>Client</b>. No hours will be billed for being
78 “on call.” However any hours actually worked as a
79 result of being called into action in (beyond the standard 8 hours
80 a day/40 hours a week) will be billed at the standard rate. The
81 <b>Contractor</b> does not negotiate or juggle compensatory time
82 off for hours worked after hours.</p>
84 <p><b>Vacation/Holidays and Furloughs:</b> The <b>Contractor</b>
85 normally works 8 hours a day for 5 days in a standard work week of
86 7 days. Standard holidays are observed:</p>
89 <li>New Year's Day (January 1)</li>
91 <li>Birthday of Martin Luther King, Jr. (Third Monday in
94 <li>Washington's Birthday (Third Monday in February).</li>
96 <li>Memorial Day (Last Monday in May).</li>
98 <li>Independence Day (July 4).</li>
100 <li>Labor Day (First Monday in September)</li>
102 <li>Columbus Day (Second Monday in October).</li>
104 <li>Veterans Day (November 11).</li>
106 <li>Thanksgiving Day (Fourth Thursday in November).</li>
108 <li>Christmas Day (December 25).</li>
111 <P>Holidays are considered non-billable days unless the <b>Client</b>
112 requests, and the <b>Contractor</b> agrees, that the
113 <b>Contractor</b> should work that holiday. Holiday billable rate
114 will be 2 times the normal billing rate.</p>
116 <p>The <b>Contractor</b> agrees to make reasonable accommodations
117 to work within the <b>Client</b>'s vacation schedule and will give at
118 least 2 weeks notice before any vacation time it taken. If the
119 <b>Client</b> shuts down or furloughs their company (thereby preventing
120 <b>Contractor</b> from working under the contract) then there will
121 be a $2000 furlough fee assessed against the <b>Agent</b> for each
122 week the <b>Contractor</b> is unable to work under the Contract.
123 This fee shall be pro-rated per business day (rounded up), in the
124 event only a partial week is lost to furlough..</p>
126 <p><b>Pre-existing art / Copyright:</b> ClearSCM utilizes a
127 library of development / diagnostic tools. Such tools contain code
128 both written by <b>Contractor</b> and by others (e.g. GPL'd
129 code). To the extent of <b>Contractor</b>'s copyright interest in
130 the tools, <b>Client</b> is hereby granted a royalty-free license to use
131 these tools in-house for the duration of the contract, including
132 modifications made by <b>Contractor</b> during the contract. Upon
133 full payment by <b>Agency</b> under the contract, <b>Client</b>'s
134 royalty-free in-house license becomes a perpetual one. This license
135 notwithstanding, unless otherwise agreed to in writing, ClearSCM
136 retains the rights to all code developed prior to the start of
137 this contract or during this contract.</p>
139 <p><b>Contractor</b> offers NO WARRANTY regarding the tools
140 (regarding performance, functionality, non-infringement of
141 copyright or patent, or on any other matter), and EXPRESSLY
142 DISCLAIMS any warranty that might be implied by law. Such
143 DISCLAIMED WARRANTIES include, but are not limited to, the IMPLIED
144 WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A
145 PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES OF
146 NON-INFRINGEMENT.</p>
150 <p>BY: <u> </u> DATE: <u> </u><br>
151 ClearSCM, Inc.</p>
155 <p>BY: <u> </u> DATE: <u> </u><br>
156 Agent</p>
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