Workforce Solutions Company Service Agreement This Agreement is made effective as of Date by and between Employer, Address and City, State and Jeffery A. Stevens, Ph.D., of Workforce Solutions Company. In this Agreement, the party who is contracting to receive services shall be referred to as "Employer" and the party who will be providing the services shall be referred to as "WSC". WSC has a background in Human Resources, Risk Management, Workforce Development, Organizational Development, Business as well as General Administration and is willing to provide services to Employer, based on this background. Employer desires to have WSC conduct, for the duration of this contract, Workforce Solutions Organization (WSO) products and services.
Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Beginning on Date will provide the following services (collectively, the "Services"): On going WSO services. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by WSC shall be determined by WSC. Employer will rely on WSC to work as many hours as may be reasonably necessary to fulfill WSC's obligations under this Agreement. 3. PAYMENT. Employer will pay a fee to WSC for the Services in the amount listed in 3.i.a of this agreement on before the first of each month prior to the service month. i. The total payment shall constitute the following payment formula: a) One time $TBD enrollment fee. This payment shall be payable upon the execution of this agreement. b) $TDB dollars per month. 4. EXPENSE REIMBURSEMENT. WSC shall be entitled to reimbursement from Employer, for all "out-of-pocket" expenses directly related to the execution of this agreement. Further, all payable expenses must be mutually agreed upon. 5. SUPPORT SERVICES. Employer will not provide support services, including office space and secretarial services, for the benefit of WSC. 6. TERM/TERMINATION. This Agreement shall automatically renew upon the anniversary date of said agreement unless either party provides a 60-day termination notice. 7. RELATIONSHIP OF PARTIES. It is understood by the parties that WSC is an independent contractor with respect to Employer, and not an employee of Employer, will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of WSC. 8. EMPLOYEES. WSC's employees, if any, who perform services for Employer, under this Agreement shall also be bound by the provisions of this Agreement. The employees of Employer are solely controlled by and accountable to Employer, WSC shall only act in a consultative and advisory capacity.	9. INJURIES. WSC acknowledges WSC's obligation to obtain appropriate insurance coverage for the benefit of WSC (and WSC's employees, if any). WSC waives any rights to recovery from Employer, for any injuries that WSC (and/or WSC's employees) may sustain while performing services under this Agreement and that are a result of the negligence of WSC or WSC's employees. 10. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"): a. Consultant's Intellectual Property. WSC does personally hold any all Intellectual Property pertaining to this agreement and services offered by WSC. b. Development of Intellectual Property. Any improvements to Intellectual Property items listed in the Menu of Services format, draft and process, further inventions or improvements, and any new items of Intellectual Property discovered or developed by WSC (or WSC's employees, if any) during the term of this Agreement shall be the property of WSC, subject to Employer's right to acquire such Intellectual Property on terms agreeable to Employer and WSC. Employer will not acquire shop rights or an interest in any way in such Intellectual Property by virtue of the development, experimentation, or adaptation for manufacture, sale, or use. 11. NOTICES. All notices required or permitted under this Agreement shall be in writing 60-days in advance and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: IF for Employer: Name Title Address City, Texas IF for WSC: Jeffery A. Stevens, Ph.D. President and CEO	Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. 12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 13. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas. Party receiving services: For Employer: Name Date Title For WSC: Jeffery A. Stevens, Ph.D. Date President and CEO