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HomeMy WebLinkAboutInnovative Integration/IS Inno+ative Integration Inc IS Departmf.nt 2009 APPROVED, AS TO Appropnation #1202 404 00 P 0 19321 $3600 00 21143 $720 00 FORM BY Cffie Contract Not To Exceed $4 320 00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES "Agreement is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City and Innovative Integration, Inc (hereinafter "Professional RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property personnel public works and infrastructure, and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities and WHEREAS, Professional is expenenced in providing and desires to provide to City the professional services Services referenced herein, and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein, NOW THEREFORE in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated Into this Agreement and made a part hereof SECTION 2 SCOPE OF SERVICES 2 1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A incorporated herein by this reference 2 2 Professional understands and agrees that City may from time to time request Professional to provide additional or modified Services to City When City desires additional Services from Professional the City shall notify Professional of such additional Services desired as well as the time frame in which same are to be provided Only after City has approved Professional s time and cost estimate foi the provision of such additional Services has encumbered sufficient monies to pay for same and has authon7ed Professional m wnnng to provide such additional Services shall such Services be provided by Professional to City A copy of the City s authoniation documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City 2 3 Time is of the essence of this Agreement WE m. A4 mm.v deemed nmmaVOVAN %Q A nF •TEGEATION "vlmaY Somas 4 MN, Y }E ANi Innovative Integration inc IS Department 2009 Appropnation #1202 -404 00 P 0 19321 $3600 00 21143 $720 00 Contract Not l o Exceed $4 320 00 SECTION 3 CITY'S RESPONSIBILITIES 3 1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested 3 2 City'shall provide all data required for provision of Services Professional may assume that all data so provided is correct and complete 3 3 City shall arrange for Professional to enter upon public and pnvate property as reasonably required for Piofesstonal to perform the Services 3 4 City shall designate payment of the Services from City budget appropnation number 1202 404 00 funds 3 5 City shall designate the Mayor or his duly authorized representative to act on City s behalf on all matters regarding the Services SECTION 4 PROFESSIONAL S RESPONSIBILITIES 4 1 Professional shall perform the Services pursuant to the teens of this Agreement and within any applicable time and cost estimate 4 2 Professional shall coordinate with City Its performance of the Services 4 3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards °as accepted in the industry SECTION 5 COMPENSATION 5 1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Four Thousand Three hundred Twenty Dollars ($4,320 00) (the Estimate Professional shall submit an invoice to City no more than once eve' y thirty (30) days for Services provided City dunng the time penod encompassed by such invoice invoices shall be submitted on a form containing the same information as that contained on the Professional Services invoice attached hereto as Exhibit B, incorporated herein by this reference City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City s receipt of same or be subject to a late charge of one percent (I of such unpaid and undisputed invoice amount for each month same remains unpaid 5 2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's pnor written consent rra EsWA Deana weaea lm VzmgwMCVATIVE IN EGRA I rmuvl 5aa a manes 1122 AM] Irmo &anvelntegratton inc IS Department 2009 Appropnanon #1202 404 00 P 0 19321 S3600 00 21143 $720 00 Contract Not To Exceed $4 320 00 SECTION 6 TERM Unless otherwise terminated rn accordance sith the termination provisions set forth in Section 7 1 herembelow this Agreement shall be in effect from the Effective Date through December 31, 2009, and shall, on the first day of each January thereafter automatically renew for a penod of one (1) calendar year, unless otherwise agreed by the parties hereto SECTION 7 MISCELLANEOUS 71 Termination 7 1 1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice 7 1 2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause immediately upon Professional s receipt of City's Notice To Cease Services 71 3 In the event of MI or partial Agreement termination and as full and complete compensation hereunder Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute except that such payment amount shall not exceed the Estimate Disputed compensation amounts shall be resolved as allowed by law 7 2 Binding Effect City and Professional and their respective officers officials agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions Ind obligations 7 3 No Third Party Beneficianes Nothing contained herein shall be construed to give nghts or benefits to anyone other than the parties hereto 7 4 Relationship The relationship of the parties hereto shall be as provided for in this Agreement and neither Professional nor any of its agents, employees or contractors are City employees Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and /or obligations as thcy become due Professional hereby warrants and indemnifies City for and from any and all costs fees expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject mattcr of this Agreement This indemnification obligation shall survive the termination of this Agreement (L4 BetOeff M1maaraf®Y Saw YVNYNDVA1fl F IAREGRA1104 R foam/ farm 6 V3/7009 93 AMA Innoiative integration inc IS Department 2009 Appropnanon #1202 -404 00 P 0 19321 $3600 00 21143 $720 00 Contract Not fo Exceed $4 320 00 7 5 Insurance Professional shall procure and maintain with an Insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation occupational disease and /or unemployment compensation acts because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property including, but not limited to, any loss of use resulting therefrom The coverage amounts shall be no less than those amounts set forth on attached Exhibit C Such insurance policies shall not be canceled without thirty (30) days pnor written notice to City 7 6 Liens Professional shall not cause or permit the filing of any hen on any of City s property in the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the nght to pay or bond over such hen at Professional's sole cost and expense 7 7 Default In the event Professional (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement Including Professional s warranties, (b) fails to perform the Services as specified, (c) falls to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same or (d) becomes insolvent files, or has filed against it, a petition for receivership makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder City shall have the nght to terminate all or any part of this Agreement without liability to Professional and to exercise any other nghts or remedies available to it at law or in equity 7 8 Government Compliance Professional agrees to comply with all laws executive orders, rules and regulations applicable to Professional s performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages costs liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so This indemnification obligation shall survive the termination of this Agreement ILE 9suwy Onnaenw S..r t O M P U T A T ry e MIGRATION Mom r 5a.m s n a g 4 Ash innovative Intet,ratron Inc iS Depanment 2009 Appropnation #1202 -404 00 P 0 19321 $3600 00 21143 $720 00 Contract Not To Exceed $4 320 00 7 9 Indemnification Professional shall indemnify and hold harmless City and its ofheers, officials, employees and agents from all losses, liabilities claims judgments and liens, including, but not limited to all damages, costs, expenses and attorney tees ansing out of any intentional or negligent act or omission of Professional and /or any of its employees, agents or contractors in the performance of this Agreement This indemnification obligation shall survive the termination of this Agreement 7 10 Discnmination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discnmination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agrcement with respect to hire, tenure, terms conditions or pnvileges of employment or any mattes directly or indirectly related to employment subcontracting or work performance hereunder because of race, religion color sex, handicap national ongtn, ancestry age, disabled veteran status or Vietnam era veteran status This indemnification obligation shall survive the termination of this Agreement 711 Severability if any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent Junsdiction, that provision shill be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect 7 12 Notice Any notice, invoice order or other correspondence required or allowed to be sent pursuant to this Agreement shall be wntten and either hand delivered or sent by prepaid U S certified mail, return receipt requested, addressed to the parties as follows CITY City of Carmel Douglas C Haney Department of Administration Carmel City Attomey One Civic Square One Cn is Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION PROFESSIONAL innovative Integration, inc 8902 Vincennes Circle I Suite B Indianapolis IN 46268 ATTENTION Mr Cliff Sweazey me EaAMv Gauuabblr fm mY Swim NNIMOVATVE MIGRATION A b.vd Swim dm. WI1 /2110 >66 Mil innovative Integration Inc IS Department 2009 Appropnation #1202 404 00 P 0 19321 $3600 00 21143 $720 00 Contract Not To Exceed $4 320 00 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of' such oral notice 7 13 Effective Date The effective date Effective Date') of this Agreement shall be the date on which the last of the parties hereto executes same 7 14 Governing Law Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel Indiana The parties agree that in the event a lawsuit is filed hereunder, they waive any nght to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County Indiana only, and agree that such court is the appropnate venue for and has jurisdiction ON er same 715 Waiver Any delay or inaction on the part of either party in exercising or pursuing its nghts and /or remedies hcreunder or under law shall not operate to waive any such rights and /or remedies nor in any way affect the nghts of such party to require such performance at any time thereafter 7 16 Non Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City s pnor wntten consent 7 17 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no pnor agreement understanding or representation pertaining to such subject matter, written or oral shall he effective tor any purpose No provision of this Agreement may be amended added to or subtracted fiom except by an agreement in anting signed by both parties hereto and/or their respective successors in interest To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail 7 18 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authonty to bind such party or the party which they represent, as the case may be It% BISIV4 °nous es Ain tassel se. unalMIIN OVAme rvnrnnnwn anise. ay.re/ 61 AR lnnovatne Integration Inc iS Department 2009 Appropnation #1202 404 00 P 0 19321 53600 00 R 21143 5720 00 Contract Not To Fxceed 54 320 00 719 Headings All headings and sections of this Agreement arc inserted for convenience only and do not torn a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof 7 20 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same and enter into same freely, voluntanly, and without any duress, undue influence or coercion 7 21 Copyright City acknowledges that vanous matenals which may be used and /or generated by Professional in performance of Services including forms, job description formats comprehensive position questionnaire compensation and classification plan and reports are copynghted City agrees that all ownership nghts and copynghts thereto he with Professional, and City will use them solely for and on behalf of its own operations City agrees that it will take appropnate action with its employees to satisfy its obligations with respect to use, copying, protection and secunty of Professional s property 7 22 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement Such personnel shall not be employees of or have any contractual relationship with City All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such senices 7 23 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration of early termination of this agreement City shall have free access at all proper times to such records and the nght to examine and audit the same and to make transcripts there from, and to inspect all program data documents proceedings and activities 7 24 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical rind efficient manner in accordance with the provisions thereof and all applicable laws In accomplishing the project, Professional shall take such steps as are appropnate to ensure that the work involved is properly coordinated with related work being tamed on within City's organization R.Ea.ew. m®..Vnf marl LeamVOOw`OMOOn1rvE INTEGAAI1R0 FISSIONS s 1. ad< &W2OO9t ANi Innenative Integration Inc IS Department 2009 Appropriation #1202 404 00 P 0 19321 $3600 00 21143 $720 00 Contact Not To Exceed $4 320 00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows CITY OF CARMEL INDIANA INNOVATIVE INTEGRATION INC by and through its Board of Public Works and Safety BY BY J es Brainard 'residm_ Officer Authon %mature Date O /L A Pnnted Name M :i An Burke be 0 9 Title c VP �Of FID/TIN 40 3PRI Lon S at Member SSN if Sole ro netor Date S r 1 q Inc/ Date g J(1);n ATTEST I i 1OL0. Diana Cordray IA C, Clerk-Treasurer Date 811g R`E..aty Ormotnnm.S s.vmMENNNOVamE nwa nav ems= ma San caw MKS 413 aml Inn vative Integration, Inc. XenApp Farm Expansion Statement of Work for Oil iNOIA July 23, 2009 "EXHIBIT /4 l( Can of Cannel \cnApp Firm Fxpansion STATEMENT OF WORK 1 Executive Summary Innovative Integration Inc (Innovative) is pleased to present this proposal to provide XenApp Farm Expansion services This Statement of Work summarizes the services and deliverables Innovative will provide City of Carmel seeks to expand their existing Citrix XenApp farm to utilize a new virtual server hosted in their existing VMware environment At the same time a server running Microsoft Windows Server 2000 and Citrix Presentation Server 4 0 will be removed from the farm and placed in a farm of its own 2 Activities Innovative will add a virtual clone of the existing physical server running Microsoft Windows 2003 Server and Citrix XenApp 4 5 to the farm This server already has all of the City of Carmel applications installed and configured The following specific activities will be performed 1 Create a new Web Interface site for external users that prompts for usemame password and domain Modify the existing Citrix Secure Gateway to utilize this new web site for external users 2 Move the existing server CITRIX01 to be in a new farm by itself and republish the Revenue application housed on that server 3 Walk client IT staff through process of altering end user workstations to use this new farm for that application 4 Modify the Web Interface sites to utilize both Citrix farms providing a seamless interface to allow simultaneous access to applications from both fames 5 Utilize VMware Converter to create a virtual clone of the existing server CITRIX02 The new virtual clone will use a new static IP address and new server name (CITRIX03) 6 Update CITRIX03 to include all latest patches from Citrix and Microsoft bringing it to a current state 7 Join the new server to the existing Citrix XenApp farm and publish all applications to be available and load balanced from both CITRIX02 and CITRIX03 8 Update CITRIX02 to include all latest patches from Citrix and Microsoft bringing it to a current state 3 Deliverables The activities undertaken by Innovative will result in these specific deliverables Innovative Integration, Inc Proprietary Confidential CR id Pogo 2 Ca) of C 'irmcl \rn. \pp Firm Cwanston STATEMENT OF WORK 1 External users will be required to enter their username password and domain name when connecting to the Cltrlx farm from an external location 2 CITRIX01 moved to an independent farm solely providing access to the Revenue application 3 Web Interface sites will provide access to applications from both Cltrlx farms in a single interface 4 New Citrix farm providing load balanced applications (except Revenue) from two identically configured servers 4 Assumptions The following assumptions are being made in the definition of activities and deliverables detailed in this Statement of Work Client will designate a key point of contact for this project This person who will provide access to necessary client resources Client has VMware Converter installed and available for use in their environment Client has sufficient resources available to host a virtual clone of CITRIX02 in their existing VMware environment Client will provide all necessary software media licenses and hardware required for this project 5 T7meframe Innovative estimates that the duration of this project will be 3 business days Innovative is available to begin this project within 2 weeks of receipt of your acceptance of this Statement of Work Unless otherwise noted in this document all deliverables will be completed before completion of this engagement 6 Fees Costs This engagement will be performed on a fixed -fee basis This fixed fee is for labor costs only costs for products hardware software and travel and expenses are not included in this fee The activities and deliverables defined in the preceding sections will be completed within the timeframes indicated for the fixed amount of $4 320 No travel costs will be separately charged for travel to the client site in Carmel Indiana No additional costs are anticipated but should they arise they will first Innovative Integration Inc Proptiotary Cowl antral a g a i,... Ca} of Cannel \enApp Farm Lwanston STATEMENT OF WORK be approved by the client before being incurred These costs will be the responsibility of the client and not included in this fixed fee No modifications or additions to the activities deliverables assumptions or any other portion of this document will be effective except through authorization by the client and acceptance by Innovative of a written change request as outlined in the Project Administration section of this document Such change requests may result in additional cost which will be disclosed pnor to completion of the change request 7 Project Administration Innovative utilizes its project delivery expertise in all engagements The fee above includes technical project management from initiation through delivery Of particular focus is fulfilling completely the expectations set in the Deliverables section of this document In order to maintain the defined expectations and scope no changes to the Activities or Deliverables defined in this document will be effective unless instituted through a written change request signed by an authorized client representative At the completion of the work effort on this project you will receive a communication from Innovative indicating that it is believed that the engagement is complete and that all deliverables defined in this document and any authorized change requests have been fulfilled Should this not be the case or if you have any questions at that time please respond to this communication within 5 business days 8 Terms Conditions This proposal is confidential, and shall not be used or disclosed, in whole or in part, for any purpose other than evaluation within the client organization This engagement is subject to the Terms and Conditions set forth below t payment Tam Payments dm widen thrty (30) days of mop data After 1s nil prod interest eunns at the lesser of the mmmum rate oermerea under applsahl. law or mead one-hall percent (1 5Y4 permmm bum the dale dm until pad 2 Indeendsm ratacmr Tams We wit melon all sames hareem/sr m our capacity as e bdeperdmtconflates end rots an employee or agelmym Our employes shill rat be &P ad b any preps or bends thayou may provide to your employees endue shay be rspaWtle for peymentmall unemployment moll seamy federal monde (stab and local bmame Wee WPM) and other payroll sees nand by as Wvemmeaal body co s in regard to our eepbyss who se anpaped m the parlernsme of the senor Rung set brth herein s eadudve of ap*aMe sae use end snag sus assessed on the performance of any sums You apes to rename Mangy and Ind s hamf ss ham and against any such s penally and arrest thereon lord apst s lorthe woman of saMms b you hereunder 3 glo Hspg For le rem of the past and for a parbd of one yea thereafter you agree not to In spicier accept solmabmm through employment eratherWsa d es yam udncdy any d aer amiMees at independent contrasts with whom you have had aymmactdump the largest Wass you ohamour pa mum consent SPeiM ma nn a employee or mdapendent contract( of sus Ihmgh empbyrrem or other se man Ids sure pod without our prior eaten mean, you all meredulay pay as liquidated damages to s an emus squib the mania pawns men anal annual campanula (o the annum pad to arm behalf m the person m die last 12 months in Pews d an adepe dentmmmdar) 4W Innovative Integration, Inc Proprietary 8 ConAderntW "EXHtBt r P e e• 4 ft City of Cannel en_1pp Firm Expansion STATEMENT OF WORK A We aama and represent [MUM services roll be perbnned in a skits and wokmalde maw meadmp b those standards generilly pevMng among of sdtara pertaining gala seams uda smear circumstances To to Wed that we we not me manutacbaa of ay Madam or software products that you ray purchase as a result of or relating b our Samos w5 do not pane any war s ea such pmduds whether with respect to Mar design pesbmance functionality awmpet*/ with your asap system Any warranty wen respect to product magmata from memendadua Our react Focw nent deaeada or ea wd pees trough to you wiry apphmae warrantee of le manufaarer b the want penmdble S EXCEPT FOR THE EXPRESS WARRM7IES STATED IN THIS SECTION WE DISCLAIM ALL WARRANTIES INCLUDING ALL IMPLED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SOirlmemt We wit indemnify defend rind MM you hanks from and against any daps kabems bases express damages (collmbmy Damages') caused by Ms sauces palmed a the wok dewed by is under mesa tats Mtnynp cry copynght trade secret or any other pometay ngm of any and parry Excluded from sash i dmudlamn we wry dams related to W services peda coed en equpnereor software which you covenanted that we bad the rights to noddy as set brit in Sector 7 blow (u) males prbmad b yam apeomeala a dada and OR larsemerofesuning from or cased by your misuse or manhaned modficaen of sygenm or groat We MI dso memody dead and hold you hennless from and Randany Damages resulting from ouralld misconduct or negligent actor oarsman in partamme the seams roach are re mused of these trans except b the stentsuch Damages aacaused by the roll mbwndad or nudge= of you youremployeas or apace Ouroagetitn bbdenmfy and dean you em respedb err dam shat be Gutted bft) your smiting ts with prompt mace of such dam 00 our hang sob control over Me defense and settlement thereof (d) your ping us all the lawm and .wino massay to defend or settle such dam as reasonably requester] by a and (M to bastions on Iml y sat fora in Ssebm 6 bmow 6ymatws of t labia WE WILL NOT BE LIABLE FOR INCIDENTAL SPECIAL WROTIVE INDIRECT OR CONSEOUENIW. DAMAGES INCLUDING FOR LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE THIS LIMITATION OF OUR LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT OR NOT INCLUDING NEGLIGENCE Your NM to recover Dangles is Iliad to the amounts pad b us hereunder You almv.edge that he Imlaon of beady s pan of the coneeteaton an was considered by us m esabb angte prices and rates to be chargsd b you With but for tat bnita o world ham min higher 7 gar fnrenn& You catmint net (u) you have the Shady to epee MOMS bats and theMang neassmy to pay los the requestd soma QQ you lice Me to or base anghab use or modify any software orpeduds with you have requested us to matey as pert of such seams and idrou mimed. us necessary mobs to your personal oomph* agnunauin and records ad Maims n order for es to trey paean s ar swims 6 Rama for Charge Nodange In the somas prowled heraader wN be performed and we reawe a properly issued and executed Cage Oder mated however to nothing Morn war relieve you el the otkgeton b pay is M savnes rendered Mach were requested by you but are not eormeMgd m much a popery aced and execued Change Order or warm the aortae scope of work 9 re&th Each parry aduawtedgesthaiand Its empbyses agent may in the Caine Of the papa be exposed to o acqum mamatw that s ptpnrway a confidertoal m the olive pars Each pa yagrees to mild such ummason b stayconfdace ad not to discuss or disclose any suit Mammon to any mad party for a paned of One yeas The pans ainaSnpe Penh promms of Om pazpaph Nall net apply b (a) aroma= which at the are of Satan is or %Xhout ten of the reaperm bic nus generateavadafe (b) wdormatn star eta pay an show was in is pssesam at thane of dsdoare or was lndependentlderdoped by c(0) Information rsamd torn a tadpany rich bad the rghtto mad same wemel *NOM of any seamy agreement with the ohs paty and (R mammon adaA s required to be dsdesed pamant b marauder of by law 101w WenofAareewent Eder perry may mama our engagement at any one upon 30 days par wmlon nets 11 Eg A.s LAmendmam. These terms and the ahinpanpngengagernem letter sets and the entire undersaMng of the fat wah respects me su*a mater Mad and a land ng upon both paus in accordance vet its bats and may he amended only by an entry signed by both perms There are no understandings repsese wins or agreements oltthan apse at forth herein 12Aai imtm Neither paty may ear any of is rglt aahlpaars hereunder whoa ms nor written consent ogle alt paty 13 Flan Any cola or communaum from ere pas to the other commas the teas hemp as he Ming ad dal he bas M rarefied ma ram rue W pt requested and postage Thad or by commercial mama mat to me most reran address that ether pay has speared n wring to the other 14 Gassman l we These teas as he gummed by and mawrl In accordance sat the laws of the State of Indiana 15 fy midi Ip NNMr pay she be Made b to other for any Wass or delays ring an of conditions bsya d its reasonable anal Indiana rollout I main wok a apppes fire ant disobedience delays associated wffi prodtel melhanction or avaietAy sat rehabs storms etecant Mures delays cased by the other pay and acts of God and Saarosuences 1 6WaMameaft9lD Ara wawa of wry rgMor default pall beedxt e only m the instance pvenad d in wntng ad dined by the party agrvewtom n isaught10 he enfaad ad sal not wrote as or mpry a waiver of a sl er*Icedealt on any other oceans Ifay term arrowson hereof shout] ndedaed mad bya camel wnpetenl)unsdctor the remaking Inc and Ammons hereof she be unmpaed and the bvald sans or poisons s shat be replaced by suds valid teens and Folsom as ohms Murano the wanton mdedyeg the maid coma provision 9 Acceptance Innovative looks forward to working with you on this project If the terms of this Statement of Work are acceptable please sign below and return one copy ACCEPTED BY Signature Name Printed Title Date Innovative Integration, Inc Proprietary 8 Confidential rue K P a g E4