1.       DURATION OF CONTRACT AND SERVICES

This Agreement will become effective on the date first shown above and will continue in effect unless and until terminated in writing by either party.

PRIME and CLIENT agree to give each other at least 30 Days written notice, before tendering resignation or terminating Services under the Work Order issued pursuant to this Agreement. PRIME reserves the right to terminate any agreement if security or services integrity may be perceived to be used in an unauthorized fashion or a risk to the well being of PRIME or its clients.

         1.a Cessation of Use.

Within ten (10) days after termination of this Agreement, CLIENT shall cease using the PRIME Managed Service Offerings including but not limited too Antivirus Licenses, Antivirus Software, Antispyware Licenses, Antispyware Software, Antivirus Exchange Licenses , and other Software and Software License and promptly remove all copies of the  PRIME Offering from systems located at CLIENT  premises and anywhere else CLIENT installed elements of the  PRIME Offering, and return all other Confidential Information in its possession or control. CLIENT shall delete all copies of such materials residing in on or off-line computer memory, and destroy all copies of such materials which also incorporate CLIENT's Confidential Information. CLIENT shall, within ten (10) days from the effective date of the termination, certify in writing by an officer or director of the CLIENT that all copies of the  PRIME Offering have been removed from systems located at CLIENT's premises and anywhere else CLIENT installed elements of the  PRIME Offering, and confidential documentation has been returned, deleted and destroyed.

2.       SERVICES TO BE PERFORMED

CLIENT hereby retains PRIME to carry out and perform such computer hardware, software development and support services (“Services”) as CLIENT shall assign to PRIME from time to time.  Such assignments will be specifically described in Work Orders verbally or in writing issued by CLIENT for that purpose. 

3.       COMPENSATION

For the Services provided by PRIME under the terms of this Agreement, PRIME will be compensated on a time and material basis as set forth in the applicable Work Order.

PRIME will invoice CLIENT on a monthly basis. The amount invoiced will be governed by rates agreed to by CLIENT, and are external to this Agreement. CLIENT will make payment, against accurate invoice, within thirty days of the receipt of the invoice.

PRIME will invoice CLIENT on a due on receipt basis for all purchases NOT associated with any internal profit center and which are merely facilitated for the convenience of the CLIENT. The amount invoiced will be the exact amount PRIME has been invoiced plus any destination and/or facilitation labor charges. CLIENT will make payment, against invoice, as soon as possible of the receipt of the invoice.

Any and All domain names in PRIME's  care, custody and\or control will not be released to client unless all pending invoices are paid in full without exception.

4.       CONFIDENTIAL INFORMATION.

(A)     "Confidential  Information" shall be defined for the purpose of this Agreement as information:

(1)        disclosed to PRIME or known or gathered by PRIME as a consequence of or through this engagement by CLIENT; and

(2)        not generally known to the industry in which CLIENT is engaged in.

(B)      PRIME agrees that PRIME will not at any time, irrespective of the time, manner or cause of the termination of this Agreement, directly or indirectly disclose to any person, firm or corporation any of the above Confidential Information.

(C)      PRIME agrees that PRIME will not at any time interfere with or disrupt, or attempt to interfere with or disrupt, any business relationship, contractual or otherwise, between CLIENT and any other party, including CLIENT’s clients or prospective clients, suppliers, agents, or Employees of CLIENT.

(D)      PRIME acknowledges that all documents, words, files, customer lists, information and data in PRIME’s possession or custody, whether gathered by PRIME or any other person, and whether or not reduced to writing, an electronic or magnetic medium, relating to the business activities of CLIENT or its clients are and shall remain the sole and exclusive property of CLIENT and/or CLIENT's Clients.

(E)       PRIME agrees that upon the termination of PRIME’ relationship with CLIENT, irrespective of the time, manner or cause of said termination, PRIME will surrender to CLIENT all information written or otherwise in connection with CLIENT's customers or business as well as other property or information of CLIENT with the exception of file copies relating to the work performed for CLIENT.

5.       QUALITY: 

PRIME warrants that the SERVICES will be performed by qualified individuals who are then employed by PRIME and will conform to the highest applicable industry standards except where requested otherwise by CLIENT.  CLIENT reserves the right to request replacement of any individual performing SERVICES on behalf of PRIME.

6.       INSURANCE:

PRIME will obtain for itself and its personnel before providing services, at its own expense, comprehensive General Liability insurance coverage for Services provided under this Agreement, for limits of liability not less than $1,000,000 and excess liability coverage up to $2,000,000.00.

7.       NON-COMPETE:

PRIME agrees that, for a period of 12 months after the termination of this Agreement, PRIME shall not compete with CLIENT in providing services to any of CLIENT’S customers or contacts introduced by CLIENT to PRIME, without obtaining prior written or verbal consent from CLIENT.

8.       NON-SOLICITATION:

The CLIENT and PRIME agree that neither shall during the term of this Agreement and for one year thereafter, directly or indirectly, induce, solicit, or hire any consultant or employee introduced by one to the other, provided, however, nothing shall prohibit CLIENT or PRIME from hiring any employee or consultant who initially contacts either entity directly, without any solicitation regarding an available position.

9.       LAW

Regardless of where the work is performed, this Agreement shall be subject to and governed, construed and enforced in accordance with laws of the State of New Jersey, without giving effect to provisions thereof regarding conflict of laws, and both parties agree to the exercise of personal jurisdiction over them by the courts of New Jersey to the full extent permitted by law.