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Cvr <br /> • Cod <br /> CONSULTING SERVICE AGREEMENT <br /> This Agreement is made and entered into, as of August 18, 2009 ("Effective Date"), by and between <br /> City of Rancho Palos Verdes, having a principal place of business at 30940 Hawthorne Blvd. <br /> Rancho Palos Verdes CA 90275 ("CITY OF RPV")and Calsoft Systems, a California corporation, <br /> having a principal place of business at 19701 Hamilton Avenue, Suite 190, Torrance CA 90502 <br /> ("CALSOFT"). <br /> WHEREAS, CITY OF RPV desires to utilize the services of CALSOFT on Information Technology <br /> (IT)related services, <br /> WHEREAS, CALSOFT agrees to provide consultation, implementation, and IT related support <br /> services to CITY OF RPV under the terms and conditions of this Agreement <br /> NOW, THEREFORE, for and in consideration of the mutual covenants and obligations by the parties <br /> hereto, it is agreed as follows: <br /> 1. SCOPE OF THE AGREEMENT: <br /> CALSOFT shall provide IT related services to CITY OF RPV as CITY OF RPV and CALSOFT may <br /> agree upon from time to time. The exact services to be provided by CALSOFT will be described on <br /> Work Orders substantially in the form attached hereto as Exhibit "A" or Work Estimates, which may <br /> be executed from time to time by authorized representatives of the parties to this Agreement. Each <br /> Work Order or Estimate shall be incorporated into and become part of this Agreement. <br /> 2. COMPENSATION <br /> In consideration of the services to be provided by CALSOFT to CITY OF RPV under this Agreement, <br /> as supplemented by Work Order, CITY OF RPV agrees to pay CALSOFT pursuant to the rates <br /> stated in the applicable Work Order. CITY OF RPV shall pay all undisputed amounts in CALSOFT's <br /> invoices as per the terms mentioned in the relevant Work Order, but in no event less than thirty days <br /> following the issuance of the invoice to the City. Any delayed payment after the due date, will cause <br /> CITY OF RPV to pay CALSOFT interest on the outstanding from the end of the due date @ 1.5% per <br /> month. <br /> 3. CONFIDENTIALITY <br /> (a) It is understood that, in the performance of CALSOFT's services under this Agreement, CITY <br /> OF RPV may have access to confidential information, trade secrets, and other proprietary <br /> information, including but not limited to methods, techniques, concepts, programs, and source code <br /> (hereinafter"Confidential Information")of CALSOFT. <br /> CITY OF RPV agrees to hold such Confidential Information in confidence with the same degree of <br /> care CITY OF RPV exercises in protecting its own proprietary information that it does not wish to <br /> disclose, and to refrain from and protect the Confidential Information from disclosure as it would <br /> protect its own proprietary information. CITY OF RPV agrees that it will not use, copy, sell, assign or <br /> transfer any such Confidential Information except under the provisions of this Agreement. <br /> (b) It is understood that CALSOFT, in the performance of CALSOFT's services <br /> under this Agreement, may have access to confidential information, trade secrets, and other <br /> proprietary information of CITY OF RPV, including but not limited to methods, techniques, concepts, <br /> programs, and source code(hereinafter"Confidential Information"). <br /> CALSOFT agrees to hold such Confidential Information in confidence with the same degree of care <br /> CALSOFT exercises in protecting its own proprietary information that it does not wish to disclose, <br /> and to refrain from and protect the Confidential Information from disclosure as it would protect its <br /> own proprietary information. CALSOFT agrees that it will not use, copy, sell, assign or transfer any <br /> such Confidential Information except under the provisions of this Agreement <br /> 1/5 <br /> 1162276 V1 <br />