I.   Terms and Conditions 1.Term.  This Agreement is effective as of the date on which Tener Technologies, LLC (TenerTech) is  requested  to  begin  work,  unless  otherwise  terminated  in  writing  by  either  Party  as  provided  in  thisAgreement, shall continue in effect until the scope of work is completed.   2. Relationship of the Parties. This  Agreement  establishes  a  relationship  that  is  solely  that  of  an independent  contractor.    Nothing  contained  in  this Agreement  shall  be  construed  to  imply  an  employer-employee or principal-agent relationship between the parties.  Neither party by virtue of this Agreement or otherwise shall have any right, power or authorization to act or create any obligation, express or implied, on  behalf  of  the  other  party.    Based  upon  TenerTech’s  independent  contractor  relationship  with  Client,Client  shall  have  no  liability  for  withholding  Federal,  State  or  Local  income  taxes  or  any  other  taxes  or charges  of  TenerTech  or  its  employees  in  connection  with  this  Agreement.    TenerTech  retains  the  sole discretion to direct the manner in which all work is to be performed under this Agreement.  3. Payment Terms. TenerTech  will  provide  Client  with  an  invoice  for  services  provided during  the  previous  calendar  month.    Client  agrees to  pay  each  invoice  submitted  by  TenerTech  upon receipt.  If Client, in good faith, disputes any invoiced charges, Client shall pay the undisputed portion of the  invoice  upon  receipt  and  shall  notify  TenerTech  in  writing  of  the  particulars  regarding  the  disputed charges.  Client  and  TenerTech  shall  work  together  in  good  faith  to  resolve  any  disputes  in  invoice charges.   4. Termination. Client  and  TenerTech  agree  that  this  agreement  can be  terminated  by  either party at any time on thirty (30) calendar days’ notice to the other in writing at their respective addresses.  If  this  Agreement  is  terminated  by  Client,  Client  shall  immediately  pay  to  TenerTech  any  and  all  monies due  and  owing  for  all  products  purchased,  including  taxes,  shipping  and  any  other  charges  incurred  by TenerTech,  plus  reimbursement  for  all  time  spent  performing  under  this  Agreement  at  the  hourly  rate charged  for  the  person  providing  the  services  at  the  time  the  hours  are  worked.    In  the  event  of termination of this Agreement, Client shall pay to TenerTech all amounts due and owing pursuant to this Agreement  prior  to  the  effective  date  of  termination.  All  obligations  imposed  on  TenerTech  to  provide to Client  the  products  and  services  set  forth  in  the  scope  of  work  shall  terminate  immediately  upon  receipt by TenerTech of notice of termination from Client.  Termination of this Agreement by TenerTech shall not constitute a waiver of any other rights or remedies it may have at law or in equity nor shall termination of this Agreement affect any rights or obligations which accrued prior to the effective date of the termination.  Any  Trade  Secrets  and/or  Confidential  Information  shall  continue  to  be  kept  secret  and  confidential  byboth parties regardless of the termination of this Agreement. 5.Client Responsibilities.   Whenever  the  scope  of  work  and/or  TenerTech’s  performance  under this  Agreement  require  cooperation  or  other  performance  by  Client’s  employees  or  other  consultants under   Client’s   control,   Client   will   be   responsible for   ensuring   their   performance   as   well   as   for compensating  TenerTech  for  any  impact  on  TenerTech caused  by  the  non-performance  and/or  non-cooperation of Client’s employees or other consultants.  TenerTech will rely upon, and the Client agrees to  be  bound  by,  the  information  and  approvals  given  by  Client’s  employees.    In  connection  with TenerTech’s provision of Services, Client  will assist TenerTech by timely  providing such information and access  to  Client’s  facilities,  equipment,  databases,  software,  and/or  any  other  items  as  required  by  the nature  of  the  services  or  as TenerTech may  reasonably  request.    Client  acknowledges  and  agrees  that, whenever  TenerTech’s  services  include  the  instruction  of  Client’s  employees,  the  actual  time,  costs  and degree  of  success  of  training  depend  upon  the  intelligence,  skill,  motivation  and  effort  of  Client’s employees.  TenerTech does not guarantee the performance of any of Client’s employees it instructs. 6.Confidential Information and Trade Secrets. Client  agrees  and  acknowledges  that TenerTech’s  software  packages,  related  information,  pricing  and  proposals  contain  certain  ideas,  logic, algorithms, systems, code, programming, methods, and concepts that are confidential and/or proprietary
which TenerTech maintains as trade secrets and/or proprietary information and/or confidential information (“Proprietary  Information”).    Client  and  TenerTech acknowledge  and  agree  that:  Proprietary  Information, the List of Accounts and other information deemed confidential by TenerTech or designated as relating to the business of TenerTech, including, but not  limited to, any  information regarding customers, sales and marketing  techniques,  processes,  and  applications, cost  data,  customer  lists,  suppliers,  competition, sales  and  marketing  strategy;  supply  relationships;  costs  and  cost  accounting;  computer  software, programs  and  records,  sales  information,  financial information,  costs,  pricing  data  and  profits,  software packages, related documents, and other materials reflecting TenerTech’s proprietary information or trade secrets   all   constitute   valuable   Trade   Secrets   belonging   exclusively   to   TenerTech   (collectively “Confidential Information”).  .  Client agrees that during the term of this Agreement and continuing after its termination, Client shall keep secret and confidential all TenerTech Confidential Information  which Client now  knows  or  may  come  to  know  as  a  result  of  this  Agreement  or  the  relationship  between  the  Parties.  Client agrees that it shall treat all Confidential Information as unpublished and protected materials that are TenerTech’s exclusive property and such Confidential Information shall not be disclosed to any third party for any purpose, nor will such Confidential Information be used for any purpose without TenerTech’s prior written consent.  Client shall hold all such Confidential Information in trust and confidence for TenerTech and  agrees  that  it  and  its  consultants  will  not,  under  any  circumstances,  either  during  the  term  of  this Agreement  or  at  any  time  after  its  termination,  disclose  to  any  person,  entity,  competitor,  firm  or corporation,  any  information  or  knowledge  obtained,  created  or  generated  by  TenerTech  during  the performance of this Agreement. In  the  event  Client  or  any  of  its  employees,  contractors  or  agents  violate  the  provisions  of  this paragraph,   any   remedy   at   law   will   be   inadequate   and   TenerTech   will   suffer   irreparable   injury.  Accordingly,  by  signing  this  Agreement,  Client  consents  to  injunctive  and  other  appropriate  equitable relief  and  further  stipulates  to  waive  any  bond  requirements  which  may  exist,  upon  the  institution  of any legal proceedings by TenerTech to seek equitable relief in a court of competent jurisdiction as described in  this  Agreement  to  protect  TenerTech  Confidential  Information.    Such  relief  shall  be  in  addition  to any other relief to which TenerTech may be entitled at law or in equity No failure or delay by TenerTech in exercising any right with regard to trade secrets, Proprietary Information or Confidential Information shall operate as a waiver of rights or preclude a future exercise of its rights.  The nondisclosure obligations in this section will survive the termination of this Agreement and Client  shall  continue  to  keep  TenerTech’s  trade  secrets,  Proprietary  Information  and  Confidential Information confidential. 7. Assignment of Personnel.TenerTech  and  Client  shall  each  authorize  an  individual  to represent  it  during  term  of  this  Agreement  and  for installation  of  software  packages.    Unless  otherwise agreed in writing, TenerTech and Client are each responsible for supervising and controlling only its own personnel.  TenerTech will attempt to honor specific Client requests regarding the assignment of specific TenerTech  personnel  to  this  project.    However,  TenerTech  reserves  the  right  to  determine,  at  its  sole discretion, the assignment of its personnel. 8. Non Solicitation. Client agrees that it will not solicit, hire, contract with or employ any employee of TenerTech for a period extending through the duration of this Agreement and continuing for a period of twelve  (12)  calendar  months  following  the  termination  of  this  Agreement  (“Non-Solicitation  Period”).   In the event Client breaches this provision of the Agreement or in any way contracts with, hires or employs any employee of TenerTech during the Non-Solicitation Period, Client agrees and acknowledges that, foreach  such  employee,  it  shall  pay  to  TenerTech  a  sum  equal  to  fifty  percent  (50%)  of  that  employee’s annualized compensation within seven (7) days of the date on which such employee accepts an offer of employment  or  contracts  with  Client.    The  parties  agree  that  this  sum  is  intended  to  compensate TenerTech for the loss of its employee and the breach of its business relationship with said employee 9. Warranties and Remedies. TenerTech  warrants  only:  (1)  that  it  will  perform in  a  professional manner,  using  qualified  personnel;  (2)  that  it  has the  right  to  license  each  software  package  that  it provides;  and  (3)  that  the  licensed  software  package  provided  conforms  to  its  specified  documentation.TenerTech does not warrant uninterrupted or error-free operation nor does TenerTech warrant the design