HiWAAY: Information/Internet Services

HiWAAY Network Services Agreement

THIS NETWORK SERVICES AGREEMENT (the "Agreement") is entered into as of the date of the acceptance of this quote (the "Effective Date"), by and between HiWAAY Information Services, Inc., and the client to which this quote is addressed (the "Client").

WITNESSETH:

WHEREAS, the Provider is engaged in the business of providing the ("Networking Services"); and

WHEREAS, Client desires to retain Provider to render certain services to the Client and the Provider desires to be so retained by the Client and to perform the Networking Services specified herein, all in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises, conditions and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the Client and the Provider agree as follows:

1. Network Services.

1.1 Statement of Work. The Client hereby engages the Provider to provide services (the "Services") to the Client during the term of this Agreement, and the Provider hereby accepts such engagement. Subject to the terms and conditions stated herein, the Provider agrees to perform for the Client the Network Services, and to provide to the Client the work product, set forth on the attached Schedule A (the "Statement of Work"). The Statement of Work may be amended from time to time by mutual written agreement of the Parties.

1.2 Location and Access. Except as otherwise stated in the Statement of Work, the Provider may perform the Network Services at the Client's premises, the Provider's premises or such other premises that the Provider may deem appropriate. The Client shall permit the Provider to have reasonable access to the Client's premises, personnel and computer equipment for the purposes of performing the Network Services at the Client's premises. The Provider shall comply with the Client's workplace rules and security procedures in effect from time to time at any Client facility where the Provider performs Services hereunder.

2. Payment. The Client agrees to pay the Provider for the Network Services that the Provider performs pursuant to this Agreement in accordance with the terms set forth. Upon receipt of statement The Client agrees to remit payment with 15 days for services rendered. For hardware purchases The Client agrees to provide a 50% payment on order of equipment and the balance due upon delivery of equipment to The Client.

3. Confidential Information. During the term of this Agreement, a party (the "Recipient") may receive or have access to certain confidential or other proprietary information ("Confidential Information") of the other party (the "Discloser"), that is not generally known to the public, whether of a technical, business, or other nature. The Recipient shall at all times maintain in confidence and shall not, without the prior written consent of the Client, use, disclose or give to others the Confidential Information. The term "Confidential Information" shall not include information that (a) was publicly available at the time of disclosure; (b) became publicly available after disclosure without breach of this Agreement by the Recipient; (c) was in the Recipient's possession prior to disclosure, as evidenced by the Recipient's written records, and was not the subject of an earlier confidential relationship with Discloser; (d) was rightfully acquired by the Recipient after disclosure by the Discloser from a third party who was lawfully in possession of the information and was under no obligation to maintain its confidentiality; or (e) is independently developed by the Recipient's employees or agents who have not had access to the Confidential Information. The terms of this Section 3 shall survive indefinitely any termination of this Agreement and/or any termination of the Provider's engagement hereunder for any reason or for no reason.

4. Limited Warranty. Provider warrants that Provider's Work will be conducted in a workmanlike manner. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

5. Limitation of Liability. IN NO EVENT SHALL THE PROVIDER BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROVIDER BE LIABLE TO THE CLIENT FOR DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID UNDER THIS AGREEMENT FOR THE NETWORK SERVICES WHICH ARE THE SUBJECT OF THE CLAIM.

6. Indemnity. Client shall indemnify and hold Provider harmless against any claims by third parties, including costs, expenses and attorneys' fees incurred by Provider therein, arising out of or in conjunction with the Network Services.

7. Limitation of Remedies. Client's sole and exclusive remedy for any claim against Provider with respect to the quality of the Network Services shall be correction by Provider of any material defects or deficiencies therein, or which Client notifies Provider in writing within ten (10) days after completion of that portion of the Network Services. In the absence of any such notice, the Network Services shall be deemed satisfactory and accepted by Client.

8. Term and Termination.

8.1 Term. This Agreement shall be effective on the Effective Date and shall continue in full force and effect until the completion of the Network Services described on Schedule A hereto unless earlier terminated as permitted herein.

8.2 You understand and agree that HiWAAY may revise, discontinue or modify any and all aspects of the Service in its sole discretion and without prior notice.

8.3 Termination for Breach. If one party defaults in the performance of, or fails to perform, any of its material obligations under this Agreement, and such default is not remedied within thirty (30) days of the receipt of written notice from the non-defaulting party, then the non-defaulting party shall have the right to terminate this Agreement upon written notice and avail itself of any and all rights and remedies to which it may be entitled under this Agreement. Payment shall be made within ten (10) days after termination of this Agreement for any Services performed by the Provider prior to termination.

8.4 Return of Client Materials. Upon expiration or termination of this Agreement for any reason, or at any time upon request by the Client, the Provider shall immediately return to the Client all property belonging to the Client, including without limitation all Confidential Information in the Provider's possession or control, any and all notes, drawings, lists, memoranda, magnetic disks or tapes, or other recording media containing such Confidential Information, whether alone or together with nonconfidential information, all documents, reports, files, memoranda, records, software, credit cards, door and file keys, computer access codes, disks and instructional manuals, or any other physical or personal property that the Provider received, prepared, or helped prepare in connection with the Provider's performance of Services under this Agreement. If any such property is not in the Provider's possession and control, the Provider shall use the Provider's best efforts to obtain and return the same and the Provider shall not retain any copies, duplicates, reproductions, or excerpts thereof, nor shall the Provider show or give any of the above to any third party.

9. Notices. All notices, requests, consents and other communications hereunder which are required to be provided, or which the sender elects to provide, in writing, shall be addressed to the receiving party's address set forth in the Statement of Work or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telecopier or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth below, (ii) if made by telecopier or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

10. General.

10.1 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

10.2 Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto.

10.3 Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

10.4 Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of their respective successors and permitted assigns. Nothing in this Agreement shall be construed to create any rights or obligations except between the parties hereto, and no other person or entity shall be regarded as a third-party beneficiary of this Agreement.

10.5 Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and governed by the law of the State of Alabama, without giving effect to the conflict of law principles thereof.

10.6 Arbitration. Any differences or disputes arising out of or in connection with this Agreement or out of or in connection with agreements regarding its performance, including any questions regarding the existence, validity or termination of this Agreement or agreements regarding its performance, during the term of this Agreement or thereafter shall be settled by an amicable effort of both parties. An attempt to arrive at a settlement shall be deemed to have failed as soon as one of the parties so notifies the other party in writing. If an attempt at settlement has failed, the dispute shall be finally settled under the Commercial Rules of the American Arbitration Association, by three arbitrators. Each party shall nominate one arbitrator and those arbitrators shall agree on the third arbitrator within 30 days. Should the two arbitrators fail, within the above time-limit, to reach agreement on the third arbitrator, such third arbitrator shall be appointed by the American Arbitration Association. Any arbitration proceeding shall take place in Huntsville, Alabama.

10.7 Severability. In the event that any one or more of the provisions contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not, in any way, be impaired. The invalid provision shall be deemed amended to reflect as closely as possible the intent of the parties as such intent is expressed in this Agreement.

10.8 Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of, any of the terms or provisions hereof.

10.9 Independent Contractor. The Client and the Provider agree that the relationship of the Provider to the Client is at all times that of an independent contractor and not that of an employee, partner or joint-venturer of or with the Client. The Provider hereby acknowledges that the Provider is not, and shall not be, entitled to any benefits that may be afforded to employees of the Client from time to time, including, without limitation, any insurance, employee benefit plans or Client policies that may be in effect from time to time.

10.10 Counterparts. This Agreement may be executed in one or more counterparts, and by different Parties hereto on separate counterparts, as well as via facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have set their hands and seals to this Agreement as of the Effective Date.

Agreement is not accepted nor in force until both parties have signed below.

Customer Representative:

______________________________ Signature

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HiWAAY Representative:

______________________________ Signature

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