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EXHIBIT 99.g
Contracting/Consulting Agreement
The undersigned agrees to work for uMember.com.Inc., a California corporation,
as a contractor on a project by project basis.
THE UNDERSIGNED IS AN INDEPENDENT CONTRACTOR.
THIS IS NOT AN OFFER OF EMPLOYMENT.
As a contractor, you will be expected to provide a high level of customer
satisfaction and maintain the reputation of UMember.com.Inc. You agree not to
divulge confidential company information to any of our clients nor will you
reveal your contract rate paid to you by uMember.com.Inc. You will be
responsible for your own insurance and will pay your own taxes under California
and Federal law. Any materials provided to you by uMember.com.Inc. for the
performance of your contracted duties must be returned at the conclusion of the
project or the cost of those materials will be deducted from any monies owed to
you by uMember.com.Inc.
You also agree that any information obtained during the performance of your
contract duties shall remain confidential between you and UMember.com.Inc. You
further agree to refrain from disseminating any confidential information
obtained during the course of the agreement. Such information includes but is
not limited to, trade secrets, confidential knowledge, data or other proprietary
information relating to products, processes, know-how, designs, formulas,
computer programs, databases, customer lists, business plans or other financial
information or subject matter pertaining to uMember.com.Inc.'s business.
NON-SOLICITATION OF CLIENTS: During the term of this agreement and for 6 months
after its termination, expiration or cancellation, neither the Contractor nor
its consultants shall solicit or offer to provide
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services, other than through UMember.com.Inc., to any account named below or to
any client of UMember.com.Inc. for which the Contractor provided and was
compensated for their Services.
NON-SOLICITATION OF EMPLOYEES: The contractor will not solicit any
UMember.com.Inc. employee, or interfere with any contractual agreements,
expressed or implied of UMember.com.Inc. for a period of one year from the date
of termination, expiration or cancellation of this agreement.
Because you are a contractor and not an employee, you can be replaced at any
time, for any reason, at the sole discretion of the UMember.com.Inc.'s account
management team. However, you cannot leave a project or take another job without
giving at least seventy-two hours notice.
Any violation of the terms and conditions set forth in this document may result
in civil damages and/or a withholding of payments billed by you, the contractor,
to UMember.com.Inc.. Any controversy or claim arising out of or relating to this
Agreement, or breach thereof, other than matters pertaining to injunctive relief
including, without limitation, temporary restraining orders, preliminary
injunctions and permanent injunctions, shall be determined by a mediator who is
deemed mutually acceptable to the parties involved in the claim. The parties
hereby waive the right to trial by jury. The parties agree to be bound by the
decision of said mediator. It is hereby agreed that the parties shall be
permitted to conduct discovery, as the mediator shall deem appropriate. Such
resolution shall take place in Los Angeles County, California unless otherwise
agreed to by the parties in writing.
The contractor is being contracted to provide Sales and Operations Consulting
Services and support. Contractor agrees to only accept assignments or execute
instructions from authorized uMember.com.Inc. personnel who must approve each
billable client engagement prior to commencement of work by contractor. All
paperwork must contain a billing reference number such as a authorized PO number
or Service Call reference number.
The Contractor will be paid a monthly retainer of $6,000.00.
Contractor agrees to provide invoices to Wareforce on a bi-weekly basis.
As required, Contractor agrees to provide to uMember thorough documentation for
each project. Contractors agrees that said documentation is proprietary to
uMember and contractor agrees not retain said documentation for personal or
other use.
I agree to all the terms and conditions set forth in this document.
/s/ Hamid Khorsandi /s/ Orie Rechtman
Hamid Khorsandi UMember.com.Inc.
Orie Rechtman
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CEO
October 10, 2000 October 10, 2000
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