Systems Programming Agreement by pellcity27


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									                            Systems Programming Agreement

        Systems programming Agreement made on the (date), between (Name of
Customer), a corporation organized and existing under the laws of the state of (name of
state), with its principal office located at (street address, city, state, zip code), referred to
herein as Customer, and (Name of Supplier), a corporation organized and existing
under the laws of the state of (name of state), with its principal office located at (street
address, city, state, zip code), referred to herein as Supplier.
      Whereas, Customer conducts a (describe business) at the address set forth
above, and requires system programming services on a continuing basis; and

       Whereas, Supplier is engaged in the business of systems programming and
analysis and maintains an office at the address set forth above; and

      Whereas, Supplier agrees to provide the required services to Customer
according to the terms and conditions of this Agreement;

     Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1.     Description of Work
       Supplier shall provide systems programming and analysis services and such
support documentation or materials as specified in this Agreement pursuant to the
charges, terms, and conditions of this Agreement and as may be agreed to from time to
time in project description orders which, as issued and accepted by both parties, shall
be incorporated into this Agreement. Such services shall be performed at Supplier's
place of business set forth above and shall consist of the following from time to time:
       A.     Performing systems studies to develop computer applications;
       B.     Analyzing user operations;
       C.     Developing system specifications;
       D.     Coding and testing programs;
       E.     Preparing technical and user documentation;
       F.     Providing user training and support;
       G.     Performing systems analysis studies and developing systems
              specifications; and
       H.     Writing and testing computer programs.

2.     Payment
       A.      Customer shall pay for the services provided by Supplier in accordance
       with the following rates or at the following fixed fees and at the rates or fixed fees
       set forth in subsequent projection description orders made pursuant to this

       B.   Customer shall pay (80%) of the estimated total charges under this
       Agreement in equal monthly installments over the estimated duration of this
      Agreement and the remaining (20%) on completion by Supplier of all services
      specified under this Agreement; all according to the payment schedule set forth
      in Exhibit A attached hereto and made a part hereof.

      C.     Rates quoted on a time and material basis are subject to change at any
      time following (e.g., 90) days' written notice by Supplier, except as may be
      expressly provided for in any project description order.

      D.     Customer shall reimburse Supplier for disbursements such as travel
      expenses, telephone calls, supplies, transportation, and secretarial and
      messenger services, where Customer has provided prior authorization or where
      reasonably incurred by Supplier as the result of an error or omission by
      Customer, and for additional reasonable expenses incurred by Supplier in
      making changes requested by Customer in the services to be performed in any
      project description order.

      E.      Invoices covering services performed and charges incurred by Supplier
      will be issued on a monthly basis and are payable within (e.g., ten) days of the
      invoice date.

3.    Personnel of Supplier
      A.     The personnel assigned by Supplier to perform the services described in
      any project description order under this Agreement will be qualified to perform
      the assigned duties. Supplier reserves the right to determine which of its
      personnel shall be assigned to any particular project and to replace or reassign
      such personnel during a project.

      B.     Supplier assumes responsibility for its personnel providing services under
      this Agreement and will make all deductions required of employers by state,
      federal, and local laws, including deductions for social security and withholding
      taxes, and contributions for unemployment compensation funds, and shall
      maintain worker's compensation and liability insurance for each of them.

      C.     Supplier further reserves the right to subcontract to qualified third persons
      any part or all of the performance of the services described in any project
      description order under this Agreement.

4,     Solicitation of Employees by Customer
       Customer shall not, during the term of this Agreement nor a period of (e.g., one
year) after its termination, solicit for employment or employ, whether as employee
or independent contractor, any person who is or has been employed by Supplier during
the term of this Agreement, without the prior written consent of Supplier.

5.    Relationship of Parties
      A.    The parties intend that an independent contractor-employer relationship
      be created by this Agreement. The conduct and control of the work will lie solely
       with Supplier. However, Supplier shall perform such work in accordance with
       currently approved methods and procedures for systems programming and
       related services. Supplier shall be free to contract for similar services to be
       performed for other Customers while under contract with Customer.

       B.     Supplier is not to be considered an agent or employee of Customer for
       any purpose and will not be entitled to any of the benefits Customer provides for
       its employees.

6.     Data Safeguards
       All written information, submitted by Customer to Supplier in connection with
services performed by Supplier under this Agreement, which is identified as proprietary
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