CONTRACTOR AGREEMENT

This Independent Contractor's Agreement (herein after the "Agreement") is entered into this         day of    July 07         , 2006  , by and between the Fifth Epochal Corporation ,d.b.a. The Urantia Book Fellowship, (hereinafter the "Corporation"), and   David Kantor  , an  independent contractor (hereinafter "Contractor"), in consideration of the mutual promises made herein, as follows:

 

1. Term of Agreement:

 

This Agreement will become effective on the      August      day of    1    , 2006   (the “Effective Date”) and will continue in effect until a 30 day written notice of cancellation from either party is received. 

 

2. Services and Obligations to be Performed by Contractor:

 

 

A.  Services. Contractor will furnish IT Consulting Services, as defined below.  The Contractor will perform no other services under this Agreement unless specifically agreed to in a written amendment to this Agreement signed by the Corporation and Contractor.  As of the Effective Date, the “Services” shall include the following:

 

  1. Provide email services for organizational communication
    1. Lists services for EC, GC, Socadmin and others as needed.
  2. Provide network management services for organizational IT systems.
    1. Manage and maintain physical hardware associated with Fellowship IT services.
    2. Manage and maintain server operating system software.

                                                               i.      Monitor network performance and perform preventive

                                                             ii.      Manage server log files including regular archiving and deletion from server.

                                                            iii.      Monitor server error logs and take appropriate maintenance action.

    1. Manage business relationship with outside hosting services provider.
    2. Manage network firewall and anti-virus services
  1. Provide database management services for administrative purposes.
    1. Manage and maintain organizational database software.

                                                               i.       Perform regular backups at intervals deemed appropriate by the Executive Committee.

                                                             ii.      Maintain a backup archive as deemed appropriate by the Executive Committee.

                                                            iii.      Manage database security and access permissions for users.

                                                           iv.       Write, test, and implement scripts as may be requested by the Executive Committee

    1. Manage integration with other organizational data sets.
    2. Provide training for administrative staff in proper use of database resources, such training to be limited to individuals already having basic computer skills as determined by the IT Services Manager.
    3. Evaluate administrative requests for database modifications and implement where deemed feasible

 

  1. Provide website management services for organizational interface with readers and interested persons.
    1. Evaluate administrative requests for database modifications and implement where deemed feasible
  2. Consult with Executive Committee regarding administrative coordination of IT services.
    1. Provide quarterly reports to the Executive Committee reviewing the status of IT services.
    2. Maintain IT system documentation and publish a quarterly update to key persons as designated by the Executive Committee.
    3. Act as liaison between The Fellowship and IT service providers.
    4. Evaluate software and new technologies and recommend implementation when deemed useful.
    5. Provide Helpdesk services to administrative staff using Fellowship IT services, such assistance to be limited to individuals already having basic computer skills as determined by the IT Services Manager.
    6. Manage software licenses owned by The Fellowship.
    7. Manage technical and administrative coordination with other Urantia websites and webmasters.
    8. Provide support and/or consultation for committee chairs seeking use of IT resources.
    9. Make recommendations to the Executive Committee regarding enhancement or expansion of services.
    10. Respond to Executive Committee direction regarding content and design of all system content including but not limited to website, e-newsletters, descriptive links from other websites, and metatag information.
    11. Develop in conjunction with the Executive Committee a long-term plan for the development of an IT services department including a plan for migration, financing, and implementation.
    12. Manage data backup system and archiving.
    13. The IT Services Manager reserves the right to reject any materials submitted for publication which require, in the opinion of the IT Services Manager, an excessive amount of formatting and editing prior to their publication. 
    14. The IT Services Manager reserves the right to refer to the Executive Committee for approval any materials submitted for publication or distribution which, in the opinion of the IT Services Manager, fail to meet a minimal standard of aesthetic or content integrity, such materials including but not limited to conference and event promotions, messages to the readership, and documents submitted for website publication.
    15. The IT Services Manager shall develop a network of individuals to whom materials intended for publication will first be sent for proof-reading.
    16. The IT Services Manager shall develop appropriate testing and debugging procedures so that when software is turned over to staff for use it is operating smoothly, as intended, with a minimum need for additional revisions and fixes.

 

B.  Compensation. The Corporation will be pay Contractor in advance a monthly retainer of $_3,600_ by check before the 5th day of each month, for the services rendered above.    

 

3. Obligations of the Corporation:

A. Cooperation of the Corporation. The Corporation agrees to comply with all reasonable requests of Contractor necessary to the performance of Contractor's services under this Agreement. 

 

  1. The Fellowship will make prompt payment of all invoices submitted and approved for sub-contractors, services, and materials within budgetary limits approved by the Executive Committee.
  2. The Executive Committee will provide prompt response to requests for guidance on matters referred to in this document including requests for support or assistance in carrying out any related tasks.
  3. For purposes of avoiding conflicts of service, confusion, and disruption of long-term planning, Executive Committee agrees to not exclude the  IT Services consultant regarding all matters related to activities described in this document. 
  4. The Fellowship will indemnify and hold harmless IT Services Manager in all matters related to disruption of service, performance failures on the part of approved subcontractors and service providers, loss of data, delays in the transmission of data, infection of data with viruses or other malicious software, disruption of service due to malicious activity of any kind directed at Fellowship IT services, or any legal actions brought against The Fellowship as a result of IT services activities or the work of the IT Services Manager. 
  5. The Fellowship will assume full legal responsibility regarding copyrights of text, photos, sound recordings, or any other materials or media submitted to the IT Services Manager for electronic publication.
  6. The Executive Committee will designate an officer or committee chair who is, in the opinion of the IT Services Manager, knowledgeable regarding IT services, to act as liaison between the Executive Committee, any subcommittee created by the Executive Committee or the General Council which is authorized to oversee IT services or any segment thereof, and the IT Services Manager. 
  7. In matters of conflict which may arise between various committees or individuals using Fellowship IT resources and the IT Services Manager, the Executive Committee agrees to hear the arguments of the concerned parties, discuss the matter in the presence of the involved parties, and reach a decision that will be binding upon the parties involved. 
  8. The members of the Executive Committee will read and consider any and all reports submitted by the IT Services Manager and will comment and/or respond appropriately in the interests of efficiency and group involvement in the continuing development of Fellowship IT services and resources, including the referral of matters beyond the technical judgment of the Executive Committee to outside consultants.
  9. Any requests made by the Executive Committee for services not included in the budget for the current year will include allocation of additional financial resources sufficient to implement the request. 

           

 

 

4. Termination of Agreement.

 

A. Termination by Breach. This Agreement shall be automatically terminated by a material breach of this Agreement by either party.

 

B. Termination at Will.  This Agreement may be terminated by either party, with or without cause, at any time, at the option of either Contractor of the Corporation, upon delivery of written notice to the other party no less than 30 days prior to the desired termination date. 

 

 

 

5. General Provisions.

 

A. Independent Contractor. Nothing herein shall be construed to create an employer-employee relationship between the parties. The consideration set forth in Sections 2 and 3 above shall be the sole payment due to Contractor from the Corporation for services rendered. It is understood that the Corporation will not withhold any amounts for payment of taxes from the compensation of Contractor and the Contractor will be solely responsible to pay all applicable taxes from said payments.

B.  Notices. Any notices to be given hereunder by either party to the other may be effected either by personal deliver or by mail. Notices delivered personally shall be deemed communicated as off the date of actual receipt; mailed notices shall be deemed communicated as of three days (3) after the date of mailing.  Notices delivered by mail shall be sent to following addresses:

If to the Corporation:       The Fifth Epochal Corporation
                                                P.O. Box 4583

Grand Central Station

New York, NY 10163

Attn:

Title:  President  

Phone:    (949)

 

If to Contractor:             

                                                                        

                                    

                                    

                                    

Email -

                        

C. Entire Agreement.  This Agreement supersedes any an all agreements, either oral or in writing, between the parties hereto with respect to the rendering of services by Contractor for the Corporation, and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of the Agreement will be effective only if it is in writing signed by both parties.

 

D. Severability. If any provision of this Agreement is held by a court to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated, in any way.

 

E. Attorney's Fees. In the event of any action at law or equity, including an. action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in, addition to any other relief to which that party may be entitled.

 

F.  Confidential Information.  The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.

G. Employment of Others.  The Fellowship may from time to time request that the consultant arrange for the services of others.  All costs to the consultant for those services will be paid by the Fellowship.

 

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto on the date and year first written above.

 

 

Corporation:

 

Fifth Epochal Corporation, dba The Urantia Book Fellowship

 

 

By:___________________________________________                

 

 

 

 

                            Contractor: Name:

 

 

Signature:______________________________________________