XYZ XYZ, Inc

Agreement for Services from:

XYZ

______________________________________________________________________________

ABC Inc, (hereinafter referred to as “Client ”) agrees to retain technical staffing services as described
herein from XYZ (hereinafter referred to as “XYZ”) and both parties agree to abide by the covenants
and terms hereinafter set forth.
______________________________________________________________________________

TERMS AND CONDITIONS

1. Term of Agreement
This Agreement, together with its appended Statement(s) of Work, defines the relationship between
the Client and XYZ. This Agreement will remain in effect for a period of one year unless sooner
terminated by either party in accordance with Section 2 below. The term of each Statement of
Work will be defined within that Statement of Work.

2. Scope of Services
XYZ agrees to provide information technology staffing services (the “Services”) reasonably
requested by Client. XYZ agrees to provide Services only as required and only at the specified
request of Client. The Services shall be outlined in a Statement of Work and the elements agreed to
by both parties.

3. Payments
a) Client agrees to pay XYZ for Services based on the Billing Rates specified in the payment
provision and payment terms contained in each Purchase Order, for all hours indicated in the timesheets
described in subparagraph (b) below.
b) XYZ shall submit an invoice along with timesheet provided by Client and signed by an
authorized official of the Client at the end of each billing period as confirmation of services performed
under this Agreement. Client shall pay such invoices within net 30 days from the date of invoice.

4. Hiring and Solicitation:

For every consultant the client agrees not to solicit to hire him/her directly.

5. Expenses and Billing

(a) Expenses. Travel expenses will not be charged when Services are provided at any point within a
twenty-five (25) mile radius of Client’s location (the “Location”). In the event that Services are
provided at any point in excess of twenty-five (25) miles from Client’s Location, Client shall pay to
XYZ reasonable travel costs, including, but not limited to, mileage charge, tolls, parking, public
transportation costs, lodging, meals, and other normal travel expenses. XYZ will obtain Client’s
approval for all such travel and associated expenses prior to incurring the expenses.
Reimbursement for travel expenses will be made per Client’s then current Travel Policy for Client’s
own employees. Client will reimburse XYZ for reasonable out-of-pocket non-travel expenses
approved in advance by Client.
XYZ XYZ, Inc

(b) Billing. Unless otherwise agreed to in writing, the Client agrees to pay XYZ, upon demand,
consulting fees in accordance with the rate schedule described in the Statement of Work attached
hereto or in accordance with any subsequent modification of this Agreement signed by both parties.
Billing will occur up to twice monthly for Services delivered throughout the project and will be
billed at a fixed hourly rate plus approved reasonable expenses, if any, as per the Statement of
Work. All consulting fees and other charges are due and payable to XYZ within fifteen days of
receipt of invoice. In the event CLIENT fails to make timely payment of fees as set forth above,
XYZ shall be entitled to cease work until this material breach is cured. Client will also bear 18%
p.a. interest on the balance over due plus reasonable attorneys fees and disbursements of counsel
selected by XYZ for the delayed payment. XYZ shall be entitled to take such action as is necessary
to collect such past due amounts.

6. Obligations of Client
(a) Key Person(s). For each Statement of Work, client will identify a Key Person responsible for
providing managerial direction/decision making for related project(s) and for approving payment of
fees and expenses.

(b) Cooperation. Client acknowledges and agrees that its cooperation and the cooperation of its
employees are essential to the successful provision of Services as described herein. Client agrees to
provide appropriate and reasonable resources to XYZ employees, including workspace, computer
equipment, software, security access, assistance, etc., to facilitate successful performance by the
employee/consultant.

7. Obligations of XYZ; Limitation of Liability.

(a) Key Person(s). Within each Statement of Work, XYZ will identify the Key Person(s) to provide
Services under that Statement of Work. XYZ warrants that these Key Person(s) will be technically
competent and that all Services will be performed in a professional and workmanlike manner.
Substitution(s) for Key Person(s) will require Client’s approval. In the event that any particular
employee of XYZ is unable to complete all required Services during the term of this Contract, XYZ
will use its reasonable best efforts to provide a substitute of equal technical qualifications.

(b) Limitation of Liability. XYZ is not responsible for any liability of client to any third party with
the exception of a breach of confidentiality. Neither XYZ nor Client will be liable to the other for
indirect, consequential or incidental damages, or for any claim for the loss of profits or business or for
damage to goodwill. XYZ liability for direct damages incurred under this Agreement shall in no event
exceed the fees charged to Client under this Agreement.

8. Independent Contractor Relationship.

The parties hereto acknowledge and agree that this Agreement shall represent an individual Contract
of Service between XYZ and Client and the relationship of the parties is one of an independent
contractor and not as an agent or employee of Client. XYZ shall be responsible for paying
compensation and payroll taxes for its employees and shall maintain all liability and other insurance
required for its employees.

9. Confidentiality.

During the term of this Agreement and for a period of one year following termination, XYZ will not
furnish, use or divulge to any individual, firm, corporation or other entity, any confidential
XYZ XYZ, Inc

information acquired from Client or any other confidential information developed by XYZ for Client
relating to Client’s method of doing business, price structures, systems of operations, “know- how”,
trade secrets or other confidential information relating to formulae, mechanical devices, processes,
inventions, or other such similar information. Any XYZ employee who performs any work for Client
will be required to sign a non-disclosure agreement with Client.

10. Property Rights.

The property and work products created by XYZ specifically for the Client shall belong to Client and
Client shall have the exclusive right to obtain patent, trademark and/or copyright registration and other
such propriety protections as it desires.

11. Legal Fees and Costs.

In the event, of a legal action is instituted by any party hereunder for collection or any other breach of
this Agreement, the losing party agrees to pay all legal fees and costs incurred by the party prevailing
in such action.

12. Applicable Taxes.

The fees payable under this Agreement shall not be construed to include local, state, or federal sales,
use, excise, personal property, or other similar taxes or duties, and such taxes imposed on any party by
any governmental or taxing authority shall be assumed and paid for by Client except those taxes based
on the net income of XYZ.

13. Entire Agreement.

This Agreement with its appended Statement(s) of Work contains the entire Agreement by and
between XYZ and Client, the parties hereto, relative to the Services provided herein. No amendment,
waiver or discharge of any provision of this Agreement shall be effective against any party unless that
party shall have consented thereto in writing.

14. Non-assign ability

This Agreement and the right granted hereunder may not be assigned by either party in whole or in
part without prior written consent of the other party.

Agreed to this day of, December 16, 2010

XYZ Client

Federal Tax ID: Federal Tax ID:

Signed: Signed:
XYZ XYZ, Inc

Name: Name:

Title: Title:

Date: December 16, 2010 Date: December 16, 2010