TERMS & CONDITIONS AGREEMENT FOR

 COMPUTER SERVICES

This Agreement is made and entered into by and between SIRIUS MAC SOLUTIONS, LLC, a California Limited Liability Company (the "Company"), and party designated as Client on the signature page.

RECITALS

A. The Company provides specialized consulting services in the computer industry such as:

(1) Day-to-day maintenance and long-term planning of technology infrastructure, overseeing and maintaining all network computing including but not limited to desktop maintenance, server maintenance, network performance, internet connectivity, data backups, and any necessary upgrades and installations. The Company also provides quotes for new equipment when requested, while working within budget to purchase and install new equipment. Additionally, software and hardware evaluation and version compatibility management are offered; further,

(2) Data entry, end-user training/support, desktop publishing, software evaluation and implementation, marketing plans, data scrubbing, and import/export management; and,

(3) Custom website and application development, support, and maintenance.

(4) All of the foregoing are considered consulting services under this Agreement.

B. The Client desires to retain the services of Company upon the terms, covenants and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions hereinafter set forth, the parties hereto do hereby agree as follows:

1. Retention of Services. The Client hereby engages Company to provide consulting services, as further specified by the Client, and as further recommended by the Company, consistent with good computer industry practices. The scope and content of such services shall be further identified in Exhibit 1 or as described in invoice or accepted quote, as for each and every engagement, and will be further modified between the parties as conditions and circumstances warrant.

2. Term. This agreement will automatically renew annually for the life of the agreement until cancelled in writing. Customers will receive an invoice for any recurring and non-recurring charges. Invoices may be mailed via US Postal Service, emailed via PDF format or emailed an electronic invoice notification each month and payment is due as defined on invoice. Customers paying by credit card and who have signed up for recurring auto pay options, expressly agree to have their credit card account billed monthly for all recurring and non-recurring charges for the life of the agreement including any automatic renewal periods. Company shall charge a late fee of one and one-half percent if payment is not received within 30 days.

It is anticipated that the Company and Client may have several engagements during the course of time, and this Agreement is meant to be the general framework under which such several and/or separate engagements are performed.

3. Compensation; Reimbursement.

3.1. Compensation. For all consulting services rendered by Company under this Agreement, the Client shall pay Company the charges for computer services, materials, and other designated expenses, as are set forth in the attached Rate Sheet. The Rate Sheet will change from time to time, based on actual experience of the Company in rendering the services provided under this Agreement, and the Company shall notify Client of such changes at least thirty (30) days in advance of such changes becoming effective.

3.2. Billing cycle: The Company will bill the Client, on a monthly, or other period as it deems reasonable under the circumstances, depending upon the services and materials provided.

3.3. Payment: Unless otherwise indicated on invoice, Client shall pay the Company the full amount of billings within thirty (30) days of the billing date. Payments made after thirty (30) days of the billing date, shall incur a finance charges of one and one-half percent of the outstanding balance.

3.4. Reimbursement of Expenses. The Client acknowledges that the Company, as part of the services provided, may require other materials and services from other third parties, including independent contractors, in order to render the services contracted for under this agreement. Company shall inform Client of such requirements, as needed, and request authority in writing to incur such materials and services. The Client shall be responsible for all of such authorized expenses.

4. Scope of Duties and Warranties.

4.1. General Specification of Duties of the Company. The Company's duties shall include those services as requested by the Owner and such other services as are recommended and agreed to between the Company and Owner, in line with the standards of performance normally recognized within the computer industry and as practiced in and about Northern California.

4.2. Indemnification by the Company. The Company shall indemnify and hold the Client harmless from any and all claims or damages arising out of the performance of this Agreement by the Company, its employees, agents, independent contractors and representatives.

4.3. Representations of the Client. The Client is the legal owner (or its designated agent of the owner) of the computer equipment, software and allied systems to which the Company will provide its services. The Client is in full compliance with all copyrights, applicable laws, regulations, and license agreements, as the same apply to computers, hardware, software, and allied systems, on which the Company renders its services under this Agreement.

5. Termination.

5.1. Bases for Termination. Either party may terminate this Agreement "without cause" (for any reason or no reason at all) at any time by giving the other 30 days prior written notice of termination, which termination shall be effective on the 31st day following such notice.

5.2. Payment Upon Termination. Upon termination, the Client shall pay to the Company such compensation as was earned through the date of termination, under the same terms as contained in paragraph 3.3.

6. Miscellaneous.

6.1. Transfer and Assignment. Except as provided in paragraphs 3.4 and 4.2, this Agreement may not be assigned nor its duties delegate to any third party, without the prior written consent of the Company and the Client. This Agreement shall be binding upon and inure to the benefit of all of the parties hereto and their respective permitted heirs, personal representatives, successors and assigns.

6.2. Severability. Nothing contained herein shall be construed to require the commission of any act contrary to law, by the Company. Should there be any conflict between any provisions hereof and any present or future statute, law, ordinance, regulation, or other pronouncement having the force of law, the latter shall prevail, but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remaining provisions of this Agreement shall remain in full force and effect.

6.3. Governing Law. This Agreement is made under and shall be construed pursuant to the laws of the State of California.

6.4. Counterparts. This Agreement may be executed in several counterparts and all documents so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties did not sign the original or the same counterparts.

6.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, arrangements, and understandings with respect thereto. No representation, promise, inducement, statement or intention has been made by any party hereto that is not embodied herein, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement not so set forth herein.

6.6. Modification. This Agreement may be modified, amended, superseded, or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the party or parties to be bound by any such modification, amendment, cancellation, or waiver.

6.7. (a) Attorneys' Fees and Costs. In the event of any dispute arising out of the subject matter of this Agreement, the prevailing party shall recover, in addition to any other damages assessed, its attorneys' fees and court costs incurred in litigating or otherwise settling or resolving such dispute whether or not an action is brought or prosecuted to judgment. In construing this Agreement, none of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same.

(b) Arbitration of Disputes. Any dispute or claim, between the Company and the Client, arising out of this Agreement (even after its termination) shall be decided by neutral, binding arbitration. The arbitrator shall be a retired judge or attorney with at least 10 years experience in the computer industry, or such other individual as may be mutually agreed upon by the Company and the Client. Arbitration shall take place in Santa Rosa, California. The parties shall have a right to all forms of discovery in accordance with California Code of Civil Procedure section 1283.05. In all other respects, the arbitration shall be conducted in accord with Title 9 of Part III of the California Code of Civil Procedure with the award enforceable by a judgment entered in any court having jurisdiction.

6.8. Waiver. The waiver by either of the parties, express or implied, of any right under this Agreement or any failure to perform under this Agreement by the other party, shall not constitute or be deemed as a waiver of any other right under this Agreement or of any other failure to perform under this Agreement by the other party, whether of a similar or dissimilar nature.

6.9. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning and interpretation of this Agreement.

6.10. Notices. Any notice under this Agreement must be in writing, may be faxed, sent by express 24-hour guaranteed courier, or hand-delivered, or may be served by depositing the same in the United States mail, addressed to the party to be notified, postage-prepaid and registered or certified with a return receipt requested. The addresses of the parties for the receipt of notice shall be as follows:

If to the Company: Sirius Mac Solutions, PO Box 909, Cloverdale CA 95425


If to the Client: [Client Name]

The address of the Client at which the services under this agreement are to be provided is:

[Client Address]

Each notice given by registered or certified mail shall be deemed delivered and effective on the date of delivery as shown on the return receipt, and each notice delivered in any other manner shall be deemed to be effective as of the time of actual delivery thereof. Each party may change its address for notice by giving notice thereof in the manner provided above.

6.11 Survival. Any provision of this Agreement which imposes or provides for an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on the Company and the Client.

6.12 Effective Date. This Agreement shall become effective as of the last date set forth on this signature page, invoice or accepted quote.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed.

“Client”

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