F I R S T L I N K
First Link Technology, Inc. – Time and Material Labor Agreement

This Agreement is made and entered into effect as of the Effective Date [CURRENT_DATE], by and between First Link Technology, Inc., a Colorado Corporation,whose address is 4260 E Evans, Denver, Colorado, 80222 (hereinafter referred to as “Company”), and [CLIENT_NAME] , having principal offices at [CLIENT_ADDRESS] (hereinafter referred to as “Client”). Throughout this Agreement, Company and Client may individually be referred to as “Party” and/or collectively as “Parties”.

WHEREVER:
  1. The Company or Individual is hereinafter known as a “Client”.
  2. First Link Technology, Inc. is hereinafter known as the “Company”.
  3. The Client is the owner or lessee of the network, systems, computer facilities, website or marketing assets for which the Client desires the Company to perform the “Technical Services” (hereinafter defined).
  4. The Company desires to perform said “Technical Services” on the terms and conditions set forth in this Agreement.
  5. “Technical Services” for the purpose of this agreement can be defined as the setup, troubleshooting or maintenance of the Client’s network, systems, computer facilities, website or marketing assets.
  6. The Client has read, understands and agrees to uphold the Company’s

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

Scope of Work

Client agrees to pay the Company on a time and material basis for the actual costs accrued for the Technical Services to be provided by the Company.

The Company may provide support from a remote location using equipment owned/leased by the Company. The Client, however, will provide physical access to the network, systems, computer facilities, website or marketing assets as necessary for the Company to provide adequate Technical Services.

Payment and Terms

The Client shall pay for Technical Services performed in accordance with this Agreement according to the Time and Material Rates.  Payments shall be made to First Link Technology, Inc. 4260 East Evans Avenue, Denver, CO 80222.

All invoices for Technical Services will be submitted to the Client at the address listed in this Agreement. The Client will process and pay Due upon Receipt of invoice.
Client shall pay a reimbursement to the Company for materials and expenses incurred while providing Technical Services. Reimbursed expenses in excess of $50 must be pre-approved in writing by the Client. Payment is Due upon Receipt of invoice.

Client shall pay the Company a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, on any unpaid amount for each calendar month or fraction thereof that such amount is in arrears over thirty (30) days.

Time and Material Rates

Effective hourly rates for Systems and Networking services:

$ 95 per hour:  Tier 1 Remote HelpDesk Support
$ 125 per hour:  Tier 2 On-site Desktop Support and Remote Server Administration
$ 165 per hour:  Tier 3 On-site Server Support and Database and Network Support

Effective hourly rates for Development, Design and Marketing services:

$ 65 per hour:  Content Management
$ 95 per hour:  Web Development, Graphic Design, Content Generation, Marketing
$ 140 per hour:  Web Application Development, Custom Features

Prepaid, contracted time blocks are available at a ten (10) percent discount of the effective hourly rates with a minimum of 50 hours.

Emergency Service requests are billed at time and a half the hourly rate, defined as work with expectations to be scheduled within less than a twenty-four (24) hour period during normal business hours.

After-Hour and Holiday requests are billed at double the hourly rate, defined as work with expectations to be performed outside of normal business hours or on official company holidays.

The Denver-metro trip fee for on-site work is $75. Outside of the Denver-metro area, a drive time fee is billed at ½ the rate for the assigned personnel.

Independent Contractor

The Company is an independent contractor.  Neither the Company nor any of the Company’s officers, employees, agents or subcontractors, if any, is an employee or agent of the Client by virtue of this Agreement or performance of any work under this Agreement. Nothing in this Agreement will be construed to establish a joint venture, partnership, employer-employee relationship, or other association between the Parties.

Third Party Software and Services

In the course of providing Technical Services, the Company may provide access to or use of Third Party Software or Services to the Client. The Company has the authorization and right to license the Third Party Software or Services to the Client. Except however as otherwise set forth herein, nothing shall cause or imply any sale, license, or other transfer of proprietary rights of or in any Third Party Software or Service to the Client. If the Client decides to enable, access or use Third Party Software or Services, be advised that the access and use of such Third Party Software or Services is governed solely by the terms and conditions of such Third Party, and the Company does not endorse, is not responsible or liable for, and make no representations as to any aspect of such Third Party Software or Services, including, without limitation, their content or the manner in which they handle, protect, manage or
process data (including Service Data) or any interaction between the Client and the provider of such Third Party Software or Services. We cannot guarantee the continued availability of such Third Party Software or Service features, and may cease providing them without entitling the Client to any refund, credit, or other compensation, if for example and without limitation, the provider of an Third Party Software or Service ceases to make it available for interoperation in a manner acceptable to the Company. You irrevocably waive any claim against the Company with respect to such Third Party Software or Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with the enablement, access or use of any such Third Party Software or Services, or the reliance on the privacy practices, data security processes or other policies of such Third Party Software or Services.  The Company disclaims all warranties, indemnities, obligations, and other liabilities in connection with any Third Party Software or Service. You may be required to register for or log into such Third Parties on their respective websites. By enabling any Third Party Software or Services, the Client is expressly permitting the Company to disclose login information as well as Service Data as necessary to facilitate the use or enablement of such Third Party Software or Services.

Confidential Information

Any computer programs, notes, sketches, drawings and reports that the Company develops for or relating to this Agreement remain the property with respect to copyright of the Company unless agreed by both Parties in writing prior to development. Any Inventions that the Company develops or uses remain the exclusive property of the Company unless agreed by both Parties in writing prior to conception. “Inventions” includes any and all inventions, improvements, discoveries, and technical developments that the Company conceives or reduces to practice. The Client agrees during the term

of this Agreement and thereafter to hold in confidence the Company’s Confidential Information.  “Confidential Information” includes, but is not limited to, technical and business information relating to the Company’s services, inventions, or products, research and development, employee skills and salaries, finances, customers, marketing and future business plans.

The Company agrees during the term of this Agreement and thereafter to hold in confidence the Client’s Confidential Information. “Confidential Information” includes, but is not limited to, technical and business information relating to the Client’s services, inventions, or products, research and development, employee skills and salaries, finances, customers, marketing and future business plans.

Company and Client each agree that it will not use the other Party’s Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted by or required to achieve the purposes of the Agreements, nor disclose to any third party, any of the other’s Confidential Information. Further, Company and Client may disclose the other’s Confidential Information to the extent necessary to comply with an order of an administrative agency or court of competent jurisdiction, or to enforce a Party’s rights under the Agreements. The Party being required to disclose the information shall promptly provide written notice thereof to the other Party so the other Party may, if it so chooses, attempt to prevent such disclosure or otherwise contest such disclosure. Company and Client will ensure that their respective Representatives will not make use of, disseminate, or in any way disclose any Confidential Information of the other Party to any person, firm, or business, except as necessary to perform obligations set forth in the Agreements and then only under a written confidentiality agreement no less restrictive than this section.

Upon termination or expiration of the Agreement, or upon written request by the Parties, the other Party shall promptly return all documents and other tangible materials representing the Party’s Confidential Information and all copies thereof, and shall permanently erase or destroy all Confidential Information stored by or for the Party in electronic, optical, mechanical, or other storage medium, except as required to comply with any applicable legal requirements, and shall certify, in writing, the completion of the foregoing to the Company. The provisions of this section shall survive the termination or other expiration or cancellation of this Agreement.

Non-Solicitation

Client shall not cause or attempt to cause any employee or agent of the Company to terminate employment or agency during the Term of this Agreement. Client further agrees not to cause or attempt to cause any of the Company’s customers, their agents, or their employees to terminate their respective relationships with the Company. This provision will survive the termination of the Agreement for a period of two (2) years.

Liability Indemnification

The Client agrees that the use of the Company’s environment is at their own risk and the Company Technical Services are provided on an “as is” basis. The Company does not warrant that its services will be uninterrupted, error free, free from bugs, completely secure, meet Client’s or Client’s customer’s requirements, or that all errors will be corrected. The Company does not make any warranty as to the results that may be obtained from the use of the services or as to the accuracy, reliability, or content of

any information service or merchandise contained in or provided through the Company environment, unless otherwise expressly stated in this Agreement. To the maximum extent permitted by applicable law, Company does not make, and Company disclaims without limitation, any and all other express and/or implied guarantees and warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and any warranties arising from a course of dealing, usage or trade

practice. Company does not and cannot control the flow of data to or from Company’s network and the Internet. Third parties can impair or disrupt connections to the Internet. Although Company will take actions it deems appropriate to remedy and avoid such events, Company cannot guarantee that such events will not occur. It is Client’s and the Client’s customer’s responsibility to ensure that the information transmitted and received by Client’s and the Client’s customer’s is secure and complies with all applicable laws and regulations.

Although Company will use commercially reasonable efforts to treat Client data stored in Company environments as confidential, Company will not be liable to Client or any of Client’s customers for a breach of confidentiality regarding such data if such data was not transmitted to and stored in Company environments using encrypted methods (by a minimum of a 256 bit key encryption) and was maintained by a strong passphrase as specified by the encryption hardware or software. Company shall have no liability to Client or any of Client’s customers. Company does not manage, oversee, or review and

customer data that is stored in the Company environment.Under no circumstances, shall the Company be liable for any direct or indirect damages that result from the use of or inability to use the Company environment; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of God,

communication failure, theft, destruction, or unauthorized access to the Company’s records, programs or services. Notwithstanding the above, Client’s exclusive remedies for all damages, losses and causes of action, including negligence, shall not exceed the aggregate dollar amount which the Client paid for that portion of the Company Technical Services that caused the damage during the term of this Agreement.

Client will indemnify, save harmless, and defend the Company and all directors, officers, employees, and agents of the Company (collectively “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees) arising out of or relating to the use of the Technical

Services by Client, including any violation of the Company’s Acceptable Use Policy. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortious interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

The Company Technical Services shall be performed entirely at the risk of Client, and Client agrees to indemnify and hold the Company harmless from and against any and all claims, costs, litigation, judgments, awards, damages, injuries, losses, debts, obligations, actions, proceedings or liability of whatever nature, arising out of or in connection with any willful misconduct or negligent act or omission of Client, or their

directors, officers, employees, agents or representatives in the performance of obligations under this Agreement. The provisions of this section shall survive the termination or other expiration or cancellation of this Agreement.

Remedies for Breach

Client recognizes and agrees that a breach of any provision contained in this Agreement would cause immeasurable and irreparable harm to the Company. In the event of a breach or threatened breach of any provision contained herein, Company shall be entitled to temporary and permanent injunctive relief, restraining Client or Client’s customers from violating or threatening to violate any provision contained

herein, as well as all costs and fees incurred by Company, including reasonable attorney’s fees, as a result of Client’s or Client’s customer’s breach or threatened breach of the provision. Company and Client agree that the relief described herein is in addition to such other and further relief as may be available to Company at equity or by law. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from Client. The waiver of any breach or default of this Agreement by either Party will not be considered a waiver of any subsequent or continuing breach or default and act to change the rights of the waiving Party.

Insurance

Client and Client’s customers are solely responsible to obtain and maintain any insurance coverage that they want, need, or desire for their data, software, and equipment associated with Company Technical Services. Company does not provide any insurance for Client and Client’s customers and their data, software, and equipment.

Assignment

The Agreement may not be assigned partially or completely by either Party without the prior written consent of the other which shall not be unreasonably withheld. The Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns. Both Parties may assign the Agreements without prior written consent as part of a sale of Company’s or Client’s business (partial or whole), or as part of a corporate reorganization, or an IPO.

Survival of Obligations

The restrictions and obligations of this Agreement shall survive any expiration, termination, cancellation or assignment of this Agreement, and shall continue to bind Client, and Client’s successors, personal representatives, heirs and assigns.

Severability of Unenforceable Terms

If any provision of the Agreements is determined by a court to be unenforceable, and that provision cannot be construed more narrowly by the court to avoid the unenforceability, the provision shall, to the extent of such unenforceability, be severed, and the remaining provisions of the Agreements shall remain in full force and effect.

Attorneys’ Fees and Costs

If an action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs and necessary expenses, in addition to any other relief to which that Party may be entitled. This provision is applicable to the entire Agreement.

Compliance With Laws

The Company Technical Services are performed in the U.S. and Company technology is of U.S. origin for purposes of Government Controls promulgated by any U.S. Governmental Body. Client agrees to comply (and to cause its customers to comply) with all applicable Government Controls that apply to Company Technical Services and the Company technology in any jurisdiction in which Company Technical Services and the Company technology is accessed or used, as well as end-user, end-use, and destination restrictions issued by any Governmental Body. Company and Client agree to comply with all laws, statutes, ordinances, rules, regulations and orders of any governmental authority having jurisdiction applicable to its performance of this Agreement, including, without limitation, the export control laws, regulations and orders of the United States.

Governing Law and Construction

This Agreement will be governed by and construed in accordance with the laws of the State of Colorado without reference to its conflict of law principals. Any litigation relating to the Agreement shall be resolved only in a state or Federal court in Denver County, Colorado. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Transaction Act shall not apply to the Agreement. Unless otherwise required by law, any action or proceeding by Client to enforce an obligation, duty, or right arising under these Agreements must be commenced within one (1) year after the cause of action accrues. This Agreement’s final form resulted from review and negotiations among the Parties, and no part of this Agreement shall be construed against any Party on the basis of authorship.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, undertakings or agreements with respect thereto. The terms of this Agreement may be modified only in writing, signed by authorized representatives of both Parties. The Agreement is non-assignable by either Party.