Contract Addendum

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This addendum is between ClearSCM, Inc. or a representative from ClearSCM, Inc., hereafter known as Contractor and                                  , hereafter known as Agent or Agency, with respect to the project at                                  , hereafter known as Client, and is made on                                  . This addendum supersedes or augments any prior agreements made between Contractor and Agency regarding any engagements with the Client, including but not limited to the afore-mentioned project.

Terms: ClearSCM's terms are Net/30 with a 2% late charge that will be applied to the invoice amount for any invoices not paid in the initial 30 day period. Exceptions can be made for the first pay period and if so are stipulated here:

                                                                                                                                                                                                                   

Contract Duration: The contract duration shall be at least from the agreed upon start date. If the contract is terminated for any reason except non-performance, then an early termination fee will be assessed:

• For contracts of 6 months or less - 30 day early termination fee
• For contracts longer than 6 months - 60 day early termination fee

This early termination fee will be equal to 30 (or 60) days of assumed 8 hour billable duration and will be assessed against the Agent. Standard rate and terms apply.

Non-performance shall be solely judged by the Client, and concerns over non-performance shall be provided in written form to the Contractor by the Client. The Contractor shall always have a reasonable period of time from the date of the written notice to improve performance to the Client's satisfaction before the contract may be terminated without incurring the early termination fee.

Rate Disclosure: The hourly rate that the Client is paying the Agent is:                                  . The rate that the Contractor is billing the Agent is:                                  .

After Hours Work: The Contractor is willing to work hours above and beyond the standard 8 hours a day and/or 40 hours a week and is willing to carry a pager or be “on call” to the Client. No hours will be billed for being “on call.” However any hours actually worked as a result of being called into action in (beyond the standard 8 hours a day/40 hours a week) will be billed at the standard rate. The Contractor does not negotiate or juggle compensatory time off for hours worked after hours.

Vacation/Holidays and Furloughs: The Contractor normally works 8 hours a day for 5 days in a standard work week of 7 days. Standard holidays are observed:

• New Year's Day (January 1)
• Birthday of Martin Luther King, Jr. (Third Monday in January).
• Washington's Birthday (Third Monday in February).
• Memorial Day (Last Monday in May).
• Independence Day (July 4).
• Labor Day (First Monday in September)
• Columbus Day (Second Monday in October).
• Veterans Day (November 11).
• Thanksgiving Day (Fourth Thursday in November).
• Christmas Day (December 25).

Holidays are considered non-billable days unless the Client requests, and the Contractor agrees, that the Contractor should work that holiday. Holiday billable rate will be 2 times the normal billing rate.

The Contractor agrees to make reasonable accommodations to work within the Client's vacation schedule and will give at least 2 weeks notice before any vacation time it taken. If the Client shuts down or furloughs their company (thereby preventing Contractor from working under the contract) then there will be a $2000 furlough fee assessed against the Agent for each week the Contractor is unable to work under the Contract. This fee shall be pro-rated per business day (rounded up), in the event only a partial week is lost to furlough..

Pre-existing art / Copyright: ClearSCM utilizes a library of development / diagnostic tools. Such tools contain code both written by Contractor and by others (e.g. GPL'd code). To the extent of Contractor's copyright interest in the tools, Client is hereby granted a royalty-free license to use these tools in-house for the duration of the contract, including modifications made by Contractor during the contract. Upon full payment by Agency under the contract, Client's royalty-free in-house license becomes a perpetual one. This license notwithstanding, unless otherwise agreed to in writing, ClearSCM retains the rights to all code developed prior to the start of this contract or during this contract.

Contractor offers NO WARRANTY regarding the tools (regarding performance, functionality, non-infringement of copyright or patent, or on any other matter), and EXPRESSLY DISCLAIMS any warranty that might be implied by law. Such DISCLAIMED WARRANTIES include, but are not limited to, the IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT.

BY:                                                                                  DATE:                           
      ClearSCM, Inc.

BY:                                                                                  DATE:                           
      Agent