Agreement of Vendor to Perform Services

between One Hour Response LLC, an Arizona corporation organized and existing under the laws of the state of Arizona with its principal office located at 4356 E. Cullumber St., Gilbert, AZ 85234 referred to herein as vendor,

hereby referred to as client.

Whereas, Vendor desires to provide services for Client as described in Exhibit A attached hereto and made a part hereof;
Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
I. Services to be performed. Vendor shall perform the services (the Services) set for in the Statement of Work (SOW) and deliver the deliverables described in the SOW(hereinafter the Deliverables) in accordance with the timeline set forth in the SOW. Any changes to the SOW which will impact the cost of the project or change the timeline must be accomplished through a Change Order, using the form attached to this Agreement as Exhibit B, and which shall be signed by both Parties.
II. Compensation. As complete compensation for the Services and Deliverables, the

(Name of Administrator), as Administrator of the Agreement. Vendor may appoint a designee thereof.
IV. Promptly after completion of each component of the Services/Deliverables, the Client will review, and where appropriate, test the component for conformity to the specifications and warranties contained in the Agreement. If the component so conforms, the Client will notify the Vendor accordingly (the Acceptance). If the Client claims that there is a failure to conform to such specifications and/or warranties, the Client shall promptly notify Vendor of such nonconformance and Vendor will promptly take all steps necessary to effect conformance.
V. Each Party acknowledges that the timeline is contingent upon timely completion of each phase by each Party. Each Party will report delays or anticipated delays as they occur and will make every reasonable effort to correct the situation.
VI. In performing the Services, Vendor is an independent vendor, and not an employee of the Client, nor are any of Vendor’s employees or contract personnel employees of the Client. Vendor shall have the right to perform services for others and the sole right to control and direct the means, methods and manner by which the
Services required hereunder will be performed, consistent with the terms of this Agreement. Vendor shall not be entitled to any fringe benefits, including health insurance, benefits, paid vacation, or other employee benefits provided by the Client to its employees. Vendor is responsible for payment of any taxes, withholdings and any other statutory or contractual obligations of any sort, in connection with services provided hereunder. Vendor has no authority to create or assume any obligation on behalf of the Client, or to hold itself out as having such authority, without the prior written consent of the Client.
VII. All materials delivered to the Client by the Vendor shall become the property of the Client, unless the parties agree otherwise in a signed contract. The Services will be provided on a work for hire basis, and the all materials produced pursuant to this Agreement, including without limitation, the Deliverables, shall be deemed works made for hire as that term is defined under the U.S. copyright laws, of which the Client is the sole author and owner. To the extent, if any, that Vendor may be deemed the author of any portion of the Services and/or Deliverables, Vendor hereby fully and irrevocably assigns, transfers, conveys and relinquishes all rights, title and interest therein, including, without limitation, all copyrights, to the Client, and grants the Client a power of attorney coupled with an interest, to apply for and obtain all such copyrights in the Client’s name. The duration shall be for the life of the copyright in the Services and/or Deliverables, and all renewals and extensions thereof. The contract starts only when you make the first payment. Further, Vendor shall have no right to attach its name or trademarks, logos or trade names to the Services or Deliverables. The provisions in this Section shall survive any termination of this Agreement. The existence of any claim or cause of action by the Vendor against the Client shall not constitute a defense to the enforcement by the Client of the covenants and agreements of this Section.
VIII. Warranties of Vendor.
A. Vendor represents and warrants that the Deliverables and the Services will be performed in a good workmanlike manner, by competent personnel, and in accordance with applicable professional standards, and that the Deliverables will perform in accordance with the specifications provided to Vendor by the Client. If any element of the Services does not conform to the foregoing warranty, the Client shall notify the Vendor in writing of such nonconformance, and Vendor shall re-perform such element in a manner that does conform.
B. Vendor represents and warrants that its provision of Services and delivery of the Deliverables hereunder will not infringe any United States patent existing on the Effective Date or any copyright or trade secret which is protected under United States law.
IX. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both Parties subsequent to the expungement of the invalid provision.
X. No Waiver. The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

(name of state).
XII. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each Party as set forth at the beginning of this Agreement.
XIII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the Parties hereto. If the Parties cannot agree on an arbitrator, each Party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.
XIV. Entire Agreement. This Agreement shall constitute the entire agreement between the Parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either Party except to the extent incorporated in this Agreement.
XV. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only if placed in writing and signed by each Party or an authorized representative of each Party.
XVI. Assignment of Rights. The rights of each Party under this Agreement are personal to that Party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other Party
XVII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.
XVIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both Parties.