CONSULTING SERVICES AGREEMENT

The Consultant has performed the same or similar activities for others. The parties therefore agree as follows:

1. ENGAGEMENT; SERVICES.

  • (a) Engagement. The Company retains the Consultant to provide, and the Consultant shall provide, the services described in Exhibit A (the “Services”).
  • (b) Services. Without limiting the scope of Services described in Exhibit A, the Consultant shall:
    • (i) Perform the Services set forth in Exhibit A. However, if a conflict exists between this agreement and any term in Exhibit A, the terms in this agreement will control;
    • (ii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner;
    • (iii) perform the Services in a safe, good, and worklike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;
    • (iv) communicate with the Company about progress the Consultant has made in performing the Services;
    • (v) supply all tools, equipment, and supplies required to perform the Services, except if the Consultant’s work must be performed on or with the Company’s equipment;
    • (vi) ensure that all materials and equipment furnished to the Company’s personnel is of good and merchantable quality, unless otherwise agreed by the Company;
    • (vii) provide services (including the Services) and end products that are satisfactory and acceptable to the Company and free of defects; and
    • (viii) Remove, replace, or correct all or any portion of the work or end products found defective or unsuitable, without additional cost or risk to the Company.
  • (c) Legal Compliance. The Consultant shall perform the Services in accordance with standards prevailing in the Company’s industry, and in accordance with applicable laws, rules, or regulations. The Consultant shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations.
  • (d) Company’s Obligations. The Company shall make timely payments of amounts earned by the Consultant under this agreement and notify the Consultant of any changes to its procedures affecting the Consultant’s obligations under this agreement at least 30 days before implementing those changes.

2. TERM AND TERMINATION.

  • (a) Term. This agreement will become effective as described in section 21. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Consultant has been paid in full for those Services (the “Term”). However, this agreement may not remain effective for more than 5 years.
  • (b) Termination. This agreement may be terminated:
    • (i) by either party on provision of 30 days written notice to the other party, with cause;
    • (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within 30 days of receipt of written notice of the breach;
    • (iii) by the Company at any time and without prior notice, if the Consultant is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Company, or is guilty of serious misconduct in connection with performance under this agreement; or
  • (c) Effect of Termination. After the termination of this agreement for any reason, the Company shall promptly pay the Consultant for Services rendered before the effective date of the termination. In addition, the Company shall pay the Consultant an additional early-termination fee equal to 50% of the monthly sum of this contract (pro-rated for the final month if not a full month) between the effective date and the termination date of this agreement. No other compensation, of any nature or type, will be payable after the termination of this agreement.

3. COMPENSATION.

  • (a) Terms and Conditions. The Company shall pay the Consultant in accordance with Exhibit A or the Yearly managed services quotation.
  • (b) No Payments in Certain Circumstances. No payment will be payable to the Consultant under any of the following circumstances:
    • (i) if prohibited under applicable government law, regulation, or policy;
    • (ii) if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
  • (c) No Other Compensation. The compensation set out above and in Exhibit A will be the Consultant’s sole compensation under this agreement.
  • (d) Expenses. Any ordinary and necessary expenses incurred by the Consultant or its staff in the performance of this agreement will be the Consultant’s sole responsibility.
  • (e) Taxes. The Consultant is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Consultant under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Company has no obligation to pay or withhold any sums for those taxes.
  • (f) Other Benefits. The Consultant has no claim against the Company under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

4. NATURE OF RELATIONSHIP; INVENTIONS.

  • (a) Independent Contractor Status.
    • (i) The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, nor may neither party take any action that creates the appearance of such authority.
    • (ii) The Consultant has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Consultant or the Consultant’s staff shall perform the Services, and the Company is not required to hire or supervise any assistants to help the Consultant perform those Services. The Consultant shall provide insurance coverage for itself and its staff.
  • (b) Company Inventions. The Consultant has no right or interest in any work or product resulting from the Services the Consultant performs for the Company, or any of the documents, reports, or other materials the Consultant creates in connection with those Services (collectively, the “Company Inventions”), and has no right to or interest in any copyright to the Company Inventions. The Company Inventions have been specially commissioned or ordered by the Company as “works made-for-hire,” as that term is defined in the United States Copyright Act, and the Company is therefore the author and the owner of all copyrights in the Company Inventions.
  • (c) Disclosure of Company Inventions. The Consultant shall promptly disclose in writing to the Company all Company Inventions that the Consultant has authored, made, conceived, or first actually reduced to practice, alone or jointly with others.
  • (d) Assignment of Company Inventions. If the Company Inventions or any parts of those are deemed not to have been works made-for-hire, the Consultant hereby assigns to the Company all interest the Consultant may have in the Company Inventions, including all copyrights, publishing rights, rights to use, reproduce, and otherwise exploit the Company Inventions in all formats or media and all channels, whether now known or created in the future.
  • (e) Patent and Copyright Registrations. The Consultant shall assist the Company or its designee, at the Company’s expense, to secure the Company’s rights in the Company Inventions and any copyrights, patents, mask work rights, or other intellectual property rights relating to the Company Inventions in all countries, including by disclosing to the Company all pertinent information and data with respect to those, by signing all applications, specifications, oaths, assignments, and other instruments that the Company deems necessary to apply for and obtain those rights and to assign and convey to the Company, its successors, assigns, and nominees the exclusive interest in the Company Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights relating to those. When it is in the Consultant’s power to do so, the Consultant shall sign or cause to be signed these instruments or papers after the termination or expiration of this agreement. If the Consultant provides assistance after the termination or expiration of this agreement at the Company’s request, the Company shall pay the Consultant a reasonable rate for any time spent. If because of the Consultant’s mental or physical incapacity or for any other reason the Company cannot secure a signature to apply for or pursue any application of any United States or foreign patents or copyright registrations covering Company Inventions or original works of authorship assigned to the Company, the Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant’s agents and attorneys in fact, to act for and on behalf of the Consultant to sign and file those applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrations with the same legal force and effect as if they had been signed by the Consultant.

5. USE OF TRADEMARKS.

The Consultant may use, reproduce, and distribute the Company’s service marks, trademarks, and trade names (if any) (collectively, the “Company Marks”) in connection with the performance of the Services. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks. The Consultant may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s interest in the Company Marks. The Consultant may not cause diminishment of value of the Company Marks through any act or representation. The Consultant may not apply for, acquire, or claim any interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Consultant will have no further right to use the Company Marks, unless the Company provides written approval for each such use.

6. CONFIDENTIAL INFORMATION.

  • (a) Confidentiality. During the Term, the Consultant may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Consultant (“Confidential Information”). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Consultant will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Consultant shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
  • (b) Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information the Consultant demonstrates:
    • (i) was or becomes generally publically available other than as a result of a disclosure by the Consultant in violation of this agreement;
    • (ii) was or becomes available to the Consultant on a non-confidential basis before its disclosure to the Consultant by the Company, but only if:
      • A. the source of such information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the information to the Consultant by a contractual, legal, fiduciary, or other obligation; and
      • B. the Consultant provides the Company with written notice of its prior possession either (I) before the effective date of this agreement or (II) if the Consultant later becomes aware (through disclosure to the Consultant) of any aspect of the Confidential Information as to which the Consultant had prior possession, promptly on the Consultant so becoming aware;
    • (iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Consultant shall:
      • A. provide the Company with prompt notice of these requests or requirements before making a disclosure so that the Company may seek an appropriate protective order or other appropriate remedy; and
      • B. Provide reasonable assistance to the Company in obtaining any protective order.
        If a protective order or other remedy is not obtained or the Company grants a waiver under this agreement, the Consultant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Company, the Consultant is legally compelled or otherwise required to disclose. However, the Consultant shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information disclosed in this way; or
    • (iv) was developed by the Consultant independently without breach of this agreement.
  • (c) Obligation to Maintain Confidentiality.
    • (i) Confidentiality. At all times during its work with the Company, the Consultant shall hold in strictest confidence, and not use, except for the benefit of the Company, or disclose to any person, firm, or corporation without the prior written authorization of the Board of Directors of the Company, any of the Company’s Confidential Information.
    • (ii) Term. The Consultant shall maintain the confidentiality and security of the Confidential Information until the earlier of: (i) such time as all Confidential Information disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Consultant or (ii) the third anniversary of the termination of the Consultant’s work with the Company. However, to the extent that the Company has disclosed information to the Consultant that constitutes a trade secret under law, the Consultant shall protect that trade secret for as long as the information qualifies as a trade secret.
  • (d) Remedy. Money damages may not be a sufficient remedy for any breach of this section by the Consultant and, in addition to all other remedies, the Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.

7. REPORTING.

The Consultant shall report to Janice Ungruhe or such other officer or employee as may be designated by the Company. The Contractor shall provide a quarterly report to the Company on its progress. Reports shall consist of Ticketing system metrics, expenditures, and labor statistics concerning current projects.

8. OTHER ACTIVITIES.

During the Term, the Consultant is free to engage in other independent contracting activities, except that the Consultant may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Consultant’s obligations or the scope of Services to be rendered for the Company under this agreement. The Consultant must notify the Company in writing at least 30 days before the Consultant accepts an engagement or enters into a contract with or performs any work for a competitor of the Company or its affiliates. For a sixty-day period after receipt of the notice, the Company will have the right to terminate this agreement without further obligation to the Consultant (except as provided in section 2(c)).

9. RETURN OF PROPERTY.

Within 30 days of the expiration or earlier termination of this agreement, the Consultant shall return to the Company, retaining no copies or notes, all Company products, samples, models, property, and documents relating to the Company’s business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Contractor during and in connection with its work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company’s business, whether prepared by the Consultant or by others, remain the Company’s exclusive property.

10. INDEMNIFICATION.

  • (a) Of Company by Consultant. At all times after the effective date of this agreement, the Consultant shall indemnify the Company, its affiliates and the employees of both (collectively, the “Company Indemnities”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any Company Indemnity may incur and that arise from:
    • (i) the Consultant’s negligence or willful misconduct arising from the Contractor’s carrying out of its obligations under this agreement;
    • (ii) the Consultant’s breach of any of its obligations or representations under this agreement; or
    • (iii) The Consultant’s breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Consultant is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Consultant’s own actions, the Consultant will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Consultant or the Company resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Consultant’s earnings if the Consultant had been on the Company’s payroll and employed as a Company employee.
  • (b) Of Consultant by Company. At all times after the effective date of this agreement, the Company shall indemnify the Consultant and its employees (collectively, the “Consultant Indemnities”) from all Claims that the Consultant Indemnities may incur arising from:
    • (i) the Company’s operation of its business;
    • (ii) the Company’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or
    • (iii) the Company’s breach of any of its obligations or representations under this agreement. However, the Company is not obligated to indemnify the Consultant if any of these Claims result from the Consultant’s own actions or inactions.

11. FORCE MAJEURE.

A party will be not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

  • (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
  • (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

12. GOVERNING LAW.

  • (a) Choice of Law. The laws of the state of Ohio govern this agreement (without giving effect to its conflicts of law principles).
  • (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Hamilton County, Ohio.

13. AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.

14. ASSIGNMENT AND DELEGATION.

  • (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection.
  • (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party, which consent shall not be unreasonably withheld.
  • (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section 14, it is void.

15. COUNTERPARTS; ELECTRONIC SIGNATURES.

  • (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  • (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

16. SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

17. NOTICES.

  • (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  • (b) Addresses. A party shall address notices under this section 17 to a party at the following addresses:

    If to the Consultant:
    Orchestrate Technologies
    652 Main St. Suite 300
    Cincinnati, OH, 45202
    Billing@orchestratetech.com

  • (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

18. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

19. ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

20. HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

21. EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.

22. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

DUTIES, SPECIFICATIONS, AND COMPENSATION

1. DUTIES.

The Consultant shall perform the following services: Provide support for all existing equipment as outlined in the quotation for managed yearly service agreement. The Consultant agrees to fulfill all applicable technology support functions. IT director support will be provided as needed at no additional charge concerning strategic implementation and development of new technical processes and systems and the management of the support individuals. Consultant will work in conjunction with the current outside systems and software vendors to resolve all issues in a timely manner.

2. SPECIFICATIONS.

Human Resources (where applicable)

All support personnel report directly to the management team of consultant for project guidance, day to day task and scheduling of all Technology activities under the umbrella of this agreement. Should a conflict arise, the management team at the Company agrees to address the conflict in a professional, proactive and productive manner with a member of management with the Consultant.

Should the need arise, all time off requests for support personnel are reviewed by the personnel director of the Consultant. The request will be discussed with the Companies designated representative to ensure adequate service and support are being maintained.

The Contractor agrees to provide support 24/7 support for the companies CORE business systems as well as applicable support outlined per exhibit A during normal business hours between 8a-5p Monday through Friday with the exception of major holidays. As such the Contractor agrees that all “urgent issues” defined as an issue which causes a work stoppage will be addressed within 2 business hours’ time. If the issue falls within the 11am to 1pm lunch window for employees, the issue will be addressed within no more than 3 business hours’ time to allow compliance with all federal and state rest regulations. Issues that occur outside of normal business hours will be billed at the block hour supplemental rate.

From time to time, Employees must attend trainings during business hours to maintain current industry standard certifications and skillsets. This paid time is at the expense of the contractor. The company agrees to excuse the employee for these and other employer mandated work related events. In such cases, the paragraph above applies to the support requirements.

At any time, a (Manager, Senior Executive VP and above) officer of the Company can request a meeting with the management team. Every effort will be made to have the meeting within the same day either by phone, video or in person.

The Company agrees to promote a Harassment free workplace to contractors free from verbal, sexual, or physical intimidation or innuendo. In the event that the company does not comply with this, the Company assumes all liability resulting from inaction of lack thereof.

SERVICE STANDARDS

All service requests not marked urgent have a 24 hour response time from Contractor.

An “urgent matter is considered a matter that effects one or more users or a matter that causes a work stoppage for which there is no temporary work around.

IT Support personnel have sole discretion in conjunction with senior management of Company on what constitutes an urgent matter and have sole discretion over the prioritization of ticket requests.

Should an urgent request be made or coincide with another request of likewise or similar emergent need, the support personnel have the sole authority to determine which incident takes precedent. Should an incident require 2 or more personnel, or require a person of specialized nature or skillset, the request must be escalated to Orchestrate management.

All equipment requests must go through the proper channels prior to being deployed (IE a departmental manager cannot bypass the system, approvals etc. to expedite a particular request) Payment for equipment and materials are due upon receipt of such items.

All Additional requests requiring technical personnel require at least 72 hours’ notice where possible. This includes but is not limited to moves, projects, special requests ETC.
Given the nature of support personnel and the ratio of employees to support, it is expected that the Company promote a culture of support without delay within reason to ensure that the contractor is able to maintain superior service levels across the organization.

Outside of Coverage

The Contractor is not responsible for equipment or damage due to the willful neglect of Company or its employees to follow proper enterprise grade technology standards and security practices. (recommendations of contractor)

The Contractor is not responsible for PERSONAL electronic devices or cell phones. The Contractor does not recommend integration of personal/ non company owned devices due to lack of security and governance capability and as such is not liable in the event of a security breach arising from such devices.

The Contractor is not responsible for home, public or open internet connectivity or computer repair unless the equipment is company owned and the issue is with company provided software or systems. The Contractors obligation is such that the Company internet is available and accessible via VPN at a given time tested via external connection/mobile broadband service.

The Contractor is not responsible for equipment it did not recommend or purchase with the exception of items grandfathered into this agreement.

Yearly Managed Service Contract Quotation does not include the following offerings which shall be billed at a negotiable rate including but not limited to:

  • Project Work: This includes installation and configuration/Migration of all NEW equipment, servers, workstations, major systems/network hardware upgrades, virtualization, major network reconfiguration, etc.
  • Moves: Moves to new locations or adding a new physical office location.
  • Software Upgrades and Updates including but not limited to new management systems, database implementations, industry specific applications etc
  • Disasters: Recovering and rebuilding after floods, fires, earthquakes, lightning strikes, pipe leaks, power surges/failures, etc.
  • Hardware Failures: Cost of replacing the hardware itself NOT included, Labor IS included.
  • Weekly support above and beyond the weekly maximum. ( ie projects outside business hours, weekend and non business hour requests.
  • Upgrades and additions to the network caused by outside vendors without the consent of the consultant
  • Legacy Hardware: We limit the age of hardware and software we support. Any hardware outside of the guidelines below shall bill supported at the corresponding block hour rate. If there are no block hours available, that work will be billed at Orchestrates prevailing hourly rate due upon receipt. However, all existing Hardware (servers, computers and printers) shall be grandfathered into this agreement.
  • No Servers older than five years and/or running an OS more than two generations old
  • No desktops older than four years and/or running an OS more than two generations old
  • No Software that no longer has vendor support available

All grandfathered hardware that doesn’t meet the above minimum requirements must be scheduled to be replaced within a reasonable amount of time as agreed upon between the company and the consultant. The consultant is not responsible for outages or security breaches from non-supported or grandfathered hardware items.

Growth

This agreement shall fluctuate quarterly with the amount of systems, users, tickets and service offerings. To maintain adequate support levels (ratios) and response times, the company agrees to review this agreement once the organization hits certain thresholds.( ie adding additional physical locations mergers etc) The yearly prevailing rate of this agreement shall adjust for inflation yearly at a rate of 3%

COMPENSATION.

As full compensation for the Services rendered under this agreement, the Company shall pay the Consultant the corresponding rate per year to be paid quarterly due on the first of each of the following months: Jan, April, July, and October. The First quarterly payment shall be paid upon commencement of this agreement and shall be prorated thereafter. Payments not received within 10 days after due date will be assessed a 15% late fee levied against that quarterly installment. The Quarterly installment payment shall fluctuate to correspond with either the average number of users over the previous six months or the number of users over the amount billed for the preceding quarter, whichever is higher. All licenses, equipment and quarterly services must be paid via the Contractors online billing system via credit card, echeck or ACH unless otherwise agreed.

Hardware - All hardware purchases shall be accompanied by a signed, approved estimate. All hardware purchase invoices are due upon receipt of the invoice without dispute if the amount of the invoice is equal to or less than the signed approved estimate. Invoices not received within 30 days of the original date of the invoice will be assessed a 15% penalty levied against that delinquent invoice. Orchestrate reserves the right to freeze all hardware purchases once an invoice is either 30 days late or a late fee from a previous invoice has not been paid.

Email/Software licenses - All software/ license purchases shall be accompanied by a signed, approved estimate stating the renewal date of that license if applicable. All email licenses shall be auto renewed upon expiration, and due upon receipt unless the company informs the consultant no less than 60 days prior to the expiration date in writing of an intended cancellation of services. Given the business critical nature of email and or software licenses, all license purchases shall be due upon receipt of the invoice to prevent a lapse in service. Invoices not received within 30 days of the original date of the invoice are subject to a 15% penalty levied against that delinquent invoice. Orchestrate reserves the right to freeze all license purchases once an invoice is either 30 days late or a late fee from a previous invoice has not been paid.

Block Hours/Project Hours - All Block Hour purchases shall be accompanied by a signed, approved estimate for the selected amount of hours. All block hour invoices are due upon receipt of the invoice without dispute if the amount of the invoice is equal to or less than the signed approved estimate. If the block hour request is an allotted/ budgeted block hour agreement, the invoice will auto-renew with the expiry of the previous agreement to prevent a stoppage of work or lapse in project coverage to the company. If there are no more available budgeted block hour agreements, a new estimate or agreement must be signed and approved PRIOR to project work beginning.

If applicable, Payments should be mailed to:
Orchestrate Technologies
652 Main St. Suite 300
Cincinnati, OH, 45202