This Agreement is between ASTRALCOM, LLC (Company) and (Provider). It is made with reference to the following facts:
Recitals:
A. Company warrants that it is a limited liability corporation ("LLC"), engaged in the business of Internet and World Wide Web site construction, repair, and marketing, and computer and network repair and upgrade services.
B. Provider warrants that he/she is a professionally qualified Web site developer/development company with appropriate certification and/or licensure as deemed necessary.
C. Provider desires to provide Web construction, development, and repair (Services) to Company's clients at a discount.
NOW, THEREFORE, Company and Provider agree to the following:
I. MUTUAL OBLIGATIONS
Section 1.01. Client Evaluations. When a client's need for Services has been authorized by the Company's staff, the Provider agrees to begin work on the project as promptly as possible, and pursuant to Company's forwarded information protocol, provided the services are available.
Section 1.02. Client Information. When a client is transferred from Company to Provider , the parties will complete all applicable service forms and will provide all necessary information to insure the continuity of quality of service for the client.
Section 1.03. Compliance with Laws and Regulations. The parties agree to comply with all applicable state and federal laws and regulations. Section 1.04. Records. Provider agrees to maintain appropriate service records for the clients who receive services under this Agreement, and to provide such records upon request of the Company. Provider and Company also agree to maintain the confidentiality and proprietary nature of such records.
Section 1.04. Complaints. Provider agrees to cooperate with Company in the event of complaints.
II. TERM AND TERMINATION
Section 2.01. Term. The term of this Agreement shall be for one year, beginning on ________ Thereafter, this Agreement will automatically renew for successive periods of one year each, unless terminated pursuant to Section 2.02 or Section 2.03 of this Agreement. Renegotiation of the reimbursement schedule can occur anytime during the contract year by mutual consent of the parties.
Section 2.02. Termination. This Agreement may be terminated by either party at any time without cause by giving thirty (30) days written notice to the other party.
Section 2.03. Termination for Cause. Nothing herein shall limit the right of either party to terminate this Agreement immediately upon delivery of written notice if:
(A) Either Company or Provider loses applicable license or insurance coverage.
Section 2.04. Continuation of Services. Upon termination, Services shall continue to be provided and reimbursed in accordance with the terms of this Agreement with respect to any client prior to such termination until Services are completed.
III. INDEPENDENT CONTRACTORS
Company and Provider are independent contracting parties, and the relationship between them is that of independent contractors. Nothing in this Agreement shall be construed to create a principal-agent, employer-employee, master-servant or any relationship other than that of independent contractors.
IV. BILLING AND COMPENSATION
Section 4.01. Compensation. Provider agrees to accept previously negotiated per-project compensation rates prior to providing services under this Agreement.
Section 4.02. Billing. The Provider will use its best efforts to bill Company upon completion of service. The bills submitted shall include client identifying information and shall be paid within thirty (30) days of receipt of a complete claim. All claims should be forwarded to the following address:
ASTRALCOM 791 Orizaba Avenue Long Beach, CA 90804
Section 4.03. No Billing of Clients. The Provider shall not bill clients for Services. Provider should only look to Company for payment. Provider should consider Company's fees as payment in full for all services covered by this contract. Provider will never under any circumstances seek compensation from or impose any additional charge on any clients refereed hereunder. Provider may collect reimbursement for noncovered services from clients. Neither Provider nor its agent, trustees or assignees thereof may maintain any action at law against a client to collect sums owed by Company.
Provider further agrees that (1) this provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of the client, and that (2) this provision supersedes any oral or written agreement now existing or hereafter entered into between Provider and client or person acting on their behalf.
V. INSURANCE AND INDEMNIFICATION
Section 501. Insurance. The parties shall maintain general and professional liability policies to insure them and their employees, representatives, agents, directors and officers against any claim for damages arising by reason of personal injury or death occasioned directly or indirectly from the performance or nonperformance of any services required and/or provided by them under this Agreement, the use of any property and services required and/or provided by them under this Agreement and the activities performed by them under this Agreement. Their professional and general liability insurance limits shall be comparable to those of other similar entities.
Section 5.02. Evidence of Insurance Coverage. Upon request, the parties shall provide each other with certificates of insurance or evidence of self-insurance demonstrating the insurance coverages required under Section 5.01 above and shall provide not less than fifteen (15) days advance written notice of any cancellation, reduction and/or other material change in the amount or scope of such coverages.
VI. DISAGREEMENTS
The parties will attempt to resolve informally any disagreement which arises between them. All disagreements arising out of this Agreement which are not resolved informally shall be resolved by arbitration. The arbitration will be conducted in Los Angeles County, California according to the rules of the American Arbitration Association.
VII. ASSIGNMENT
This Agreement may not be assigned or delegated by either party. Any attempt to assign or delegate this Agreement is void.
VIII. NOTICES
Any notice required or permitted by this Agreement shall be in writing. It must be delivered either by personal delivery or deposit in the United States mail in a properly stamped envelope, certified or registered mail, return receipt requested, addressed to the party to whom it is to be given at the address set forth below:
If to Company:
Notice delivered personally is effective upon delivery. Notice given by mail is effective three (3) United States Post Office delivery days after the date of mailing.
IX. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties. It supersedes all other agreements between them. Neither party has made any representations with respect to the subject matter of this Agreement or any representations including the execution and delivery of the Agreement, except the representations specifically stated in it.
X. SEVERABILITY
The invalidity or unenforceability of any term or provision in this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.
XI. NO MODIFICATIONS OR WAIVERS
No modification or waiver of any provision or breach of this Agreement shall be valid unless it is in writing and duly executed by the party to be charged with it.
XII. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
XIII. NON-EXCLUSIVITY
Nothing in this Agreement shall be construed to restrict either party from entering into contracts or agreements to provide Services to other companies.
XIV. THIRD PARTY RIGHTS
This Agreement is not a third-party beneficiary contract and shall not in any respect whatsoever increase the rights of any third party or create any rights on behalf of the third party vis-a-vis either party.
XV. AMENDMENTS
This Agreement may be amended by the parties at any time. All amendments must be in writing and must be signed by both of the parties.
XVI. SENSITIVITY OF INFORMATION
The parties recognize that the reimbursement rates and other aspects of this Agreement are competitively sensitive. Therefore, the parties will endeavor to the extent practicable to refrain from disclosure of the terms of this Agreement to unaffiliated third parties.
XVII. ATTORNEY'S FEES
If any party institutes arbitration or any other proceeding because of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs as the hearing body may fix. The proceeding need not proceed to a final judgment or award for the prevailing party to be entitled to attorney's fees and costs. IN WITNESS HEREOF, the parties execute this Agreement.
By: ___________________________________
Title: _________________________________
Date: _________________________________
By: ___________________________________
Title: _________________________________
Date: _________________________________
Tax I.D. #:_________________________________________________________________