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Billing Services Contract

This Billing Services Contract (this "Contract") is made effective as of February 24, 2012, by and between ABC Widget Co., of 8 Hayes St, Big City, California 94901, and James Smith Steel Co., of 13 Industrial Ave, Big City, California 94901. In this Contract, the party who is contracting to receive the services shall be referred to as "ABC Widgets", and the party who will be providing the services shall be referred to as "Steel Co.". In this Contract, the party who is contracting to receive the services shall be referred to as "ABC Widget Co.", and the party who will be providing the services shall be referred to as "James Smith Steel Co.". Steel Co. has a background in providing billing services and is willing to provide services to ABC Widgets based on this background. ABC Widgets desires to have services provided by the Steel Co.. Therefore, the parties agree as follows: ABC Widgets desires to have services provided by Steel Co.. Therefore, the parties agree as follows: DESCRIPTION OF SERVICES. Beginning on February 24, 2012, Steel Co. will provide the following billing services (collectively, the "Services"): raw steel PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Steel Co. shall be determined by ABC Widgets. ABC Widgets will rely on _Steel Co. to work as many hours as may be reasonably necessary to fulfill Steel Co.'s obligations under this Contract. SERVICE PROVIDER'S FEE. In consideration of the services to be performed by Steel Co., ABC Widgets agrees to compensate Steel Co. for the services rendered as follows: Steel Co.'s fees for the Services specified above, and for any additional services, will be charged at $75,000.00 per month. Any additional services not specified above, will be charged to Client on an hourly rate basis at Steel Co.'s standard hourly rate of $75.00 per hour. TERM/TERMINATION. This Contract may be terminated by either party upon 60 days written notice to the other party. RELATIONSHIP OF PARTIES. It is understood by the parties that Steel Co. is an independent contractor with respect to ABC Widgets, and not an employee of ABC Widgets. ABC Widgets will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Steel Co..

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SUPPORT SERVICES. ABC Widgets will not provide support services, including office space and secretarial services, for the benefit of ABC Widgets. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Steel Co. in connection with the Services shall be the exclusive property of ABC Widgets. Upon request, Steel Co. shall sign all documents necessary to confirm or perfect the exclusive ownership of ABC Widgets to the Work Product. EMPLOYEES. Steel Co.'s employees, if any, who perform services for ABC Widgets under this Contract shall also be bound by the provisions of this Contract. At the request of ABC Widgets, Steel Co. shall provide adequate evidence that such persons are Steel Co.'s employees. ASSIGNMENT. Steel Co.'s obligations under this Contract may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of ABC Widgets.

CONFIDENTIALITY. Steel Co. will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Steel Co., or divulge, disclose, or communicate in any manner any information that is proprietary to ABC Widgets. Steel Co. will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Contract. Upon termination of this Contract, Steel Co. will return to ABC Widgets all records, notes, documentation and other items that were used, created, or controlled by Steel Co. during the term of this Contract. NOTICES. All notices required or permitted under this Contract shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, in the addresses detailed in the beginning of the Contract. INJURIES. Steel Co. acknowledges Steel Co.'s obligation to obtain appropriate insurance coverage for the benefit of Steel Co. (and Steel Co.'s employees, if any). Steel Co. waives any rights to recovery from ABC Widgets for any injuries that Steel Co. (and/or Steel Co.'s employees) may sustain while performing services under this Contract and that are a result of the negligence of Steel Co. or Steel Co.'s employees. INDEMNIFICATION. Steel Co. agrees to indemnify and hold harmless ABC Widgets from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against ABC Widgets that result from the acts or omissions of Steel Co., Steel Co.'s employees, if any, and Steel Co.'s agents. NON-COMPETE CONTRACT. For a period of two years after the termination of this Contract, Steel Co. will not directly or indirectly engage in any business that competes with ABC Widgets. This covenant shall apply to the geographical area that includes all of the State of California. Steel Co. agrees that this non-compete provision will not adversely affect the livelihood of Steel Co..

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ENTIRE CONTRACT. This Contract contains the entire Contract of the parties, and there are no other promises or conditions in any other contract whether oral or written. AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and is signed by both parties. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract. APPLICABLE LAW. This Contract shall be governed by the laws of the State of California.

CLIENT: ABC Widget Co.

By: ____________________________________________________ Alex Allen CEO

SERVICE PROVIDER: James Smith Steel Co.

By: ____________________________________________________ James Smith CEO

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Final Checklist for Billing Services Contract Client: ABC Widget Co. Service Provider: James Smith Steel Co. February 21, 2012

Make It Legal _____ Look over the Billing Services Contract to ensure it matches your intentions. If you need to make changes to the Contract outside of the interview, you will be able to make changes online or in Word format in the Document Manager at the end of the process. _____ Have both the Parties electronically sign and date the Billing Services Contract in duplicate. You can also use Rocket Lawyer's e-signature service to electronically sign the document. Copies * * Keep a copy of all documents for your own records and in case there is a problem. Each Party should receive an original signed copy of the Billing Services Contract. Your copy should be kept in a safe place. If you signed a paper copy of your document, you can use Rocket Lawyer to store and share it. Safe and secure in your Rocket Lawyer account, you can access it any time from any computer, as well as share it for future reference.

When to Consult a Lawyer * If you are unsure or have questions regarding this Contract or need additional assistance with special terms to the Contract, use Rocket Lawyers Find A Lawyer search engine to find a lawyer in your area to assist you in this matter.

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