CIRR - Central Iowa (Model) Railroad Consulting Agreement

This Consulting Agreement ("Agreement") is made in Plano, Texas between Central Iowa (Model) Railroad, having its principal place of business at P.O.Box 868013, Plano, Texas 75086 ("CIRR") and client ("Client") on this date. The parties agree as follows:

  1. Terms:

    CIRR is retained by Client to complete the tasks described in the Statement Of Work provided as Attachment A to this agreement.

  2. Duties:

    CIRR shall provide consulting services to Client related to software engineering services and such other duties as determined by CIRR and Client from time to time. Such services and other duties are listed the Statement Of Work provided as Attachment A to this agreement.

  3. Compensation:

    Client agrees to pay CIRR as full compensation for services to Client as described in the Statement Of Work, provided as Attachment A to this agreement.

    Client agrees to play CIRR within 15 days of the date of statement. A late fee of 0.07%/calendar day will be charged on overdue balances.

  4. Work Assignments:

    CIRR understands and agrees that Client is not obligated to request any services or assistance other than those contained in the Statement Of Work.

  5. Confidentiality:

    CIRR shall not divulge, duplicate, copy, or use for any purpose other than fulfillment of this Agreement and shall treat as confidential and proprietary to Client all information concerning Client and its business, trade secrets, proprietary and confidential information of which the CIRR becomes aware of during the course of this Agreement. CIRR shall also not divulge, duplicate, copy or use for any purpose other than the fulfillment of this Agreement, and shall treat as confidential and proprietary to Client, all information concerning clients' business, trade secrets, proprietary and confidential information of which CIRR becomes aware during the course of this agreement.

  6. Assignment of Inventions:

    CIRR agrees any intellectual property created or learned while using Client resources and Client time belongs to the Client. CIRR will aid Client in ensuring Client's ownership of said intellectual property, at CIRR's standard rates.

    Client agrees that intellectual property created or learned by CIRR while using CIRR's or other CIRR client's resources and time are the property of CIRR or those other CIRR clients.

  7. Return of Property:

    At such time as CIRR shall cease to be retained under this Agreement for any reason, CIRR will immediately return to Client all information including papers, documents, writings, confidential information, inventions, other property, and all copies of them, provided to CIRR during the course of retention with Client.

  8. Termination:

    Termination without Cause. This Agreement may be terminated by CIRR or Client at any time by delivering written notice of termination 15 business days in advance of the date of termination.

  9. Conflict of Interest:

    CIRR shall endeavor to avoid entering into a conflict of interest with respect to Clients business. If such a conflict of interest is discovered, CIRR will inform Client, and Client and CIRR will work to resolve the conflict. Additionally Client shall endeavor to avoid knowingly placing CIRR in a conflict of interest position. Should Client learn that it may be placing CIRR in such a position, it shall inform CIRR, who will work with Client to resolve the conflict.

    CIRR will also endeavor to protect current and previous clients' intellectual property, and inform Client should their requests come in conflict with the intellectual property of other CIRR clients.

  10. Assignment:

    Neither CIRR nor Client shall assign this Agreement to others. Further, CIRR shall not subcontract any services requested under this Agreement to others without the express written consent of Client.

  11. Freedom to Perform:

    CIRR represents to Client that CIRR is not prohibited by any contract or other agreement, of any nature, to enter into this Agreement or to perform the services to be performed by CIRR hereunder.

  12. Invalidity:

    If any part of this Agreement is declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement. Those portions not declared invalid shall remain in full force and effect as if this Agreement had been executed without the inclusion of the invalid portion. The invalid portion, if any, shall be modified by the court to the extent necessary to become enforceable.

  13. Modification:

    This Agreement and Attachment A, the Statement Of Work constitutes the entire Agreement between CIRR and Client and may not be changed, altered or modified unless in writing and signed by both CIRR and Client.

  14. Construction:

    This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without reference to conflict of laws. All claims, if any, arising under this Agreement shall be brought only in the courts located in Dallas, Texas, and both parties agree to the Jurisdiction and venue of such courts.

  15. Waiver:

    Waiver by CIRR of any breach of this Agreement by Client shall not be effective unless in writing, and no such waiver shall operate or be construed as a waiver of any subsequent breach.

  16. Survivability:

    The provisions in Paragraphs 5, 6, 7, and 15 shall the termination for any reason of this Agreement.

  17. Acknowledgment of Terms:



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