CURRENT

Compensation 

   5. As consideration for the Services to be provided by the Service Provider the Customer will pay the Service Provider the gross amount of $26,000 (the “Services Fee”). Service Provider will invoice Customer for each payment and invoices are due within ten (10) business days following receipt of invoice. The Customer will pay the Service Provider the Services Fee in accordance with the following schedule, as invoiced by the Service Provider:

                $10,000 	will be paid to the Service Provider by the Customer upon signing of this contract;
                $8,000 	will be paid to the Service Provider by the Customer on or around May 1, 2008, as invoiced by the Service Provider; and
                $8,000 	will be paid to the Service Provider by the Customer on or around May 30, 2008, as invoiced by the Service Provider.
                ________ 	 
                $26,000 	TOTAL SERVICES FEE

 

      Customer acknowledges that the timing of the phased deliverables outlined in Section 3 is estimated, subject to the availability and types of Customer’s internal resources, the results of the discovery to be conducted, and the progress achieved.  The foregoing may broaden the scope of the Project and/or require changes to the timing and cost of the Project as a whole.  If such changes are required, Service Provider shall submit a change order request or additional Statement of Work to the Customer outlining such changes.  Service Provider shall notify and consult with the Customer prior to submitting any such change order request or additional Statement of Work.   

      The Customer shall provide Service Provider with appropriate IRS forms when necessary. Service Provider shall be solely responsible for all costs of self-employment, including federal, state and local income tax payments for Service Provider and any employees Service Provider deems necessary. All payments to Service Provider hereunder will be made without deduction for any withholding, taxes and/or contributions. 

      Any external vendors that the Parties agree are necessary to the project are not included in the above amounts, and shall be billed directly to the Customer by such external vendor. 

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Confidentiality 

   7. The Service Provider acknowledges that a material term of the Agreement with the Customer is to keep all confidential information belonging to the Customer (“Confidential Information”) absolutely confidential, except as provided below. The Service Provider agrees not to divulge, reveal, report or use, for any purpose, any Confidential Information which the Service Provider has obtained or which was disclosed to the Service Provider by the Customer, except in the course of providing services to Customer pursuant to this Agreement.

7.1  The Service Provider agrees to return all information provided by the Customer, upon demand of the Customer and agrees to keep no copies of any information.  The Service Provider further agrees that it will not use the information provider by the Customer for any other endeavor, and that it will not otherwise sell, lease, or rent any information provided by the Customer, or otherwise use it for any commercial purposes.
 
7.2  The Customer Agrees that any business methods the Service Provider develops in connection with this Agreement are not subject to the limitations set forth in paragraph 7.1.

   8. The obligation to protect the confidentiality of the Customer's Confidential Information will survive the termination of this Agreement and will continue for a period of twelve (12) months from the date of such termination.