INPRO CONVERSION BID
Service Agreement
This agreement for Computer Services is made and entered into as of
this date by and between INPRO International, Inc. (herein referred
to as "INPRO") and ___________________________
("CUSTOMER").
Now therefore, in consideration of the mutual promises set forth
herein, INPRO and CUSTOMER hereby agree as follows:
SERVICE AND SCOPE OF WORK
INPRO agrees to perform for the CUSTOMER the programming
services listed in (Attachment A), annexed hereto. Such services
shall be provided in accordance with the provisions of this
agreement and the applicable schedules annexed hereto. INPRO will
provide the staff to complete the service of the agreement, as well
as the software listed in the deliverables section of Attachment A.
TERM
INPRO shall commence services for the customer upon such time
that the terms and conditions of Attachment A hereof are satisfied.
This agreement shall continue until the terms and conditions of Section
PAYMENTS and MODIFICATIONS OF SERVICES are satisfied.
FEES
INPRO will bill an hourly rate of $___.__ per hour for time worked on
CUSTOMER assignments, installation and problem determination.
All travel expenses will be billed on an actual and reasonable basis.
PAYMENTS
CUSTOMER will be billed weekly, and payments will be due upon receipt
of invoice.
SOLICITATION OF EMPLOYEES
INPRO and CUSTOMER agree for a period of (1) one year after termination
of this agreement neither party will hire or otherwise induce
employees of either company to leave the employ of either company for
any reason whatsoever, unless agreed in writing by both parties.
TERMINATION
CUSTOMER will provide INPRO with at least 30 days notice of
termination of the consulting agreement. At that time, a new
contract can be signed in the event more hours are required.
Prices quoted above are only good if executed within 15 days
of the date of the contract and are subject to change at INPRO's
discretion with 15 days notice to above client. After 15 days
we will need to requote the contract.
MODIFICATION OF SERVICES
The parties may at any time modify the scope of the Service Agreement.
Such modification of services shall be reduced to writing and
signed if agreed to by both parties to this agreement.
Said modification of services shall become incorporated
into the terms and conditions of this agreement.
PROPERTY
The conversion of programs performed by INPRO under the
terms of this agreement, including but not limited to computer
programs, and operation instructions will be considered solely the
property of the CUSTOMER and will not be considered works for hire.
WARRANTY
INPRO makes no warranty, express or implied, including the
warranty or merchantability of warranty of fitness for a
particular purpose, of any kind WHATSOVER, and all such warranties
are hereby excluded by INPRO and waived by CUSTOMER.
ACCEPTANCE OF SERVICE
The final product of the service will be a system which has
the converted features listed in Attachment A. In addition,
the converted system must perform the same functions in the same
manner as did the system prior to the conversion. The CUSTOMER
will supply test data and expected results which will be used by
INPRO to test the system prior to CUSTOMER'S Final Acceptance Testing.
The Final Acceptance Testing of the system will be performed
by the CUSTOMER at the CUSTOMER'S location.
The CUSTOMER will have the power to test and approve the service.
During Acceptance Test period, CUSTOMER shall cooperate
with INPRO in identifying in what respects, if any, the deliverable
has failed to conform to the criteria. INPRO shall promptly correct
any deficiencies which prevent such deliverable from conforming to
the criteria. Upon completion
of corrective action by INPRO, the Acceptance Test will be repeated
until the deliverable has successfully conformed to the Acceptance Criteria.
ASSIGNMENT
This agreement is not assignable in whole or in part, by either
party without the prior written consent of the other party.
TEXAS LAW
This agreement shall be construed according to the laws of the State of Texas.
NOTICES
Any and all notices under this agreement shall be in
writing and shall be hand delivered or sent by registered or
certified mail, return receipt requested to the party receiving
such communication to the address listed below.
INPRO International Inc.
701 Brazos, Suite 500
Austin, Texas 78701-3232
CUSTOMER
______________________________
______________________________
______________________________
This agreement shall commence on the date as above stated
and shall continue in full force and effect until completed in
accordance with the provisions of this Agreement.
In witness whereof, the parties hereto, each acting
under due and proper authority, have executed this
agreement as of the date written above.
INPRO International, Inc.
__/__/__
______________________________
President/CEO_________________
______________________________
COMPANY
__/__/__
______________________________
______________________________
______________________________
ATTACHMENT A
Description of Service
The Conversion Service includes:
See INPRO CONVERSION SERIVCE (Exhibit A)