Consultation Agreement

This Agreement is made effective as of _________________, by and between ACLIENT, and Dynamic Infrastructure

In this Agreement, the party who is contracting to receive services shall be referred to as "ACLIENT", and the party who will be providing the services shall be referred to as "Consultant".

Beginning on _________________, Dynamic Infrastructure will provide the following services (collectively, the "Services"):

• Setup and management of storage, servers including OS or virtual machines, cameras and networks. Building a ticket system.
• Visiting clients
• Obtaining contractors

The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. ACLIENT will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement

ACLIENT will pay a fee of $100 per hour. ACLIENT will also commit to paying for at least 60 hours of work per month. Minimum billing per month will be $6000, if additional hours past the 60 committed hours are needed the client will be notified before additional hours are billed. Invoices will submitted twice per month based on consultant time records. Payment shall be due in full within 15 days of the date of the invoice.

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid.

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

Should payment be made by ACLIENT beyond the Payment Terms a one time 10% fee of the payment term amount will be added to the invoice for the payment term.

Consultant shall be entitled to reimbursement from ACLIENT for all "out-of-pocket" and travel expenses. This includes but is not limited to: procurement of hardware or software on the clients behalf, travel from the client site to other client sites or travel on behalf of the client. Fees paid on behalf of the client

ACLIENT will provide suitable space, such as an office or desk, and materials needed to complete the Services outlined (servers, switches, software, etc.)

This Agreement may be terminated by either party by written notice to the other party.

Consultant is retained by Client solely for the purposes and to the extent set forth in this Agreement, and Consultant's relationship to Client shall during the terms of this Agreement be that of an independent contractor.

Consultant's employees, if any, who perform services for ACLIENT under this Agreement shall also be bound by the provisions of this Agreement.

Notwithstanding any other term of this Agreement, Company shall indemnify, defend and hold harmless Consultant, its corporate affiliates, current or future directors, trustees, officers, faculty, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation reasonable attorneys’ fees and other costs and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of this Agreement (including, but not limited to, actions in the form of tort, warranty, or strict liability).

Consultant's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of ACLIENT.

Rights and Liscenses

(a) Consultant hereby grants to Client, and Client hereby accepts the entire right, title, and interest of Consultant in and to any software, documentation, and information first produced or created by or for Consultant as a result of the performance of work or the rendition of services under the Business Consultant Agreement.

(b) Consultant hereby grants to Client, and Client hereby accepts, an unlimited, unrestricted, royalty-free, fully paid, worldwide and nonexclusive license to any software, documentation and information not first produced or created by or for Consultant as a result of the performance of work or the rendition of services under this agreement, but included in said work or services, provided Consultant holds copyright to said software, documentation, or information.

(c) Consultant may utilize publicly distributed software, documentation and information within the solutions provided to Client under the terms of this agreement, provided that said software, documentation, and information is either in the public domain or is licensed for public distribution under terms that do not conflict with the licensing of Client's products in which they are included.

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

The failure of either party to enforce any provision of this Agreement 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 Agreement.

This Agreement shall be governed by the laws of the State of North Carolina.

If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

No warranty, express or implied will be provided on any service or product provided by Dynamic Infrastructure.

The Dynamic Infrastructure will try to limit liability to the greatest extent possible. Dynamic Infrastructure is not liable for consequential damages, lost profits, punitive damages, etc. These provisions are heavily negotiable; however, should the by modified outside of the Client Consulting Agreement the agreement must be modified in writing and agreed upon by both parties.

Dynamic Infrastructure is not exclusive to ACLIENT.

Definition of Confidential Information."CONFIDENTIAL INFORMATION" as used in this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, proprietary information, computer files, and client information related to the past, current, future, and proposed services of Client and includes, without limitation, Client property, and Client's information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, and marketing plans and information

Proprietary information (collectively, "Information") which are valuable, special and unique assets of ACLIENT and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Information for Consultant's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of ACLIENT. Consultant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

Nondisclosure and Nonuse Obligations.Consultant agrees to protect the confidentiality of all Confidential Information and, except as permitted in this section, Consultant shall neither use nor disclose the Confidential Information. Consultant may use the Confidential Information solely to perform consulting services under this Agreement for the benefit of Client.

Exclusion from Nondisclosure and Nonuse Obligations.Consultant's obligations under Section ("NONDISCLOSURE AND NONUSE OBLIGATIONS") with respect to any portion of the Confidential Information shall not apply to any such portion that Consultant can demonstrate (a) was in the public domain at or subsequent to the time such portion was communicated to Consultant by Client; (b) was rightfully in Consultant's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Consultant by Client; or (c) was developed by Consultant independently of and without reference to any information communicated to Consultant by Client. A disclosure of Confidential Information by Consultant, either (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Consultant shall provide prompt written notice thereof to Client to enable Client to seek a protective order or otherwise prevent such disclosure.

The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

Upon termination of this Agreement, Consultant shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Consultant's possession or under Consultant's control and that are ACLIENT's property or relate to ACLIENT's business.

While Dynamic Infrastructure strives to provide accurate and timely information, there may be an inadvertent technical/factual inaccuracies and typographical errors within this Client Consulting Agreement with ACLIENT. Dynamic Infrastructure does not warrant the accuracy or completeness and reserves the right to make changes and corrections in the content at any time given Dynamic Infrastructure provides written notices.

Please contact us at your leasure reguarding this document at the contact details below.

Our changelog represents changes to this document on this page. Please note, rapid change do happen and this document might not be fully changed yet.

OFor the most current document please contact us.

Changelog

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                                            Version 1.0 - March 1st, 2017
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                                            - First release