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4. Compensation , The Client agrees to pay the Consultant a sum as designated in item 5 below, or, for
<br /> services not included in the Scope of Services , at a rate of one hundred -fifty dollars ($ 150 . 00 )
<br /> per
<br /> professional hour expended and thirty-five dollars ( $ 35 . 00 ) per clerical hour expended , plus expenses . The
<br /> Client shall authorize any services not included in the Scope of Services in advance
<br /> 5 . Method of Pavment. One Quarter (25 % ) of the total fee will be requested upon contractual
<br /> agreement to proceed and initiation of the project . The Consultant shall submit invoices detailing work
<br /> performed , and expenses . The Consultant shall be paid in accordance with the Florida Prompt Payment Act,
<br /> Chapter 218 Florida Statutes . Total cost of the proposed services is $49 , 500 , including required travel and
<br /> business related expenses .
<br /> Payment Schedule :
<br /> a ) Project Initiation and initial data gathering : (25 % ) $ 12 , 375
<br /> b) On -site meetings , summary of preliminary findings , status report: $ 12 , 375
<br /> C) Provision of draft report : $ 12 , 375
<br /> d ) Provision of final report: $ 12 , 375
<br /> 6 . Changes . The Client may , from time to time , require changes in the scope of services of the
<br /> Consultant to be performed hereunder. Such changes , which are mutually agreed upon by and between the
<br /> Client and the Consultant , shall be incorporated in written amendment to this agreement .
<br /> 7 . Services and Materials to be Furnished by the Client . The Client shall furnish the Consultant with
<br /> all available necessary information pertinent to the execution of this agreement . The Client shall cooperate
<br /> with the Consultant in scheduling and carrying out the work herein .
<br /> 8 . Rights to Terminate Contract. The terms of this contract shall be in effect through October 1 , 2005 .
<br /> Either party shall have the right to terminate this agreement with or without cause , by giving written notice to
<br /> the other party of such termination at least five (5 ) days before the effective date of such termination .
<br /> 9 . Indemnification . Each party shall be responsible for its own acts and will be responsible for all
<br /> damages , costs , fees and expenses which arise out of the performance of this Agreement and which are due
<br /> to that party' s negligence , tortious acts and other unlawful conduct and the negligence , tortious acts and other
<br /> unlawful conduct of its respective agents , officers and employees . To the extent allowed by law, the Client
<br /> shall defend , indemnify and hold the Consultant free and harmless from and against any claims , demands ,
<br /> actions , damages , expenses , fees and liabilities arising by virtue of any and all claims , demands or actions
<br /> brought by third parties .
<br /> 10 . Limitation of Liability . The Client agrees that to the extent allowed by laws the Consultant' s total
<br /> aggregate of liability hereunder (whether contract, statutory, in tort or otherwise) for damages on any one or
<br /> more or all claims ( regardless of the number of different or other claims , claimants or occurrences) shall not
<br /> exceed the total of professional fees paid under this contract . The Client further agrees that to the extent
<br /> allowed by law, the Consultant shall not be liable to the Client for any indirect , incidental ,
<br /> special or
<br /> consequential damages , any lost profits or any claim or demand against the Client by any other party, arising
<br /> out of or in connection with the performance of services hereunder.
<br /> 12 . Information and Reports . The Consultant shall , at such time and in such form as the Client may
<br /> require , furnish such periodic reports concerning the status of the project as may be requested by the Client.
<br /> The Consultant shall furnish the Client , upon request, with copies of all documents and other materials
<br /> prepared or developed in relation with or as a part of the project.
<br /> 13 . Records and Inspections . The Consultant shall maintain full and accurate records with respect to all
<br /> matters covered under this agreement. The Client shall have free access at all proper times to such records
<br /> and the right to examine and audit the same and to make transcripts therefrom , and to inspect all program
<br /> data , documents , proceedings and activities .
<br /> Management Advisory Group, Inc. 2005 Page 2
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