=========================================================== 1U Ring, Inc. Independent Consulting Agreement 06-Dec-99 amo Original Version for Intial Clients 29-Nov-02 amo Updated Version - update legal fees for enforcement of invoices 07-Jan-03 amo Cleanup terms and added "reinstatement fee" info 28-Mar-03 amo Added email entirety and pgp-signed email clause =========================================================== PURPOSE ======= Maintain Client's Servers to maximum operational reliability at minimal costs via automated self checking by the server itself PARTIES ======= This Consulting Agreement, made this day __________________ in Santa Clara County, State of California between _____________________________________________________ herein referred to as Client, and 1U Ring Inc, herein referred to as Consultant hereby agree to all the terms and conditions of this Agreeement GENERAL INFO ============ For the general public's overview of "consulting services requirements" 5-10 minutes to configure and install a generic linux ( a common source of mis-understanding of task at hand ( at the office vs an inexperienced home user ( generic install is also full of potential problems 5-10 minutes to connect any PC to the internet provided that an IP# or dhcp server is available 4-8 hrs to configure/harden the server as a useful server ( web/email etc ) - more time spent implies a better hardened server A Typical server requires about 1 hr per week per server to maintain it, to verify that its working correctly ... http://www.Linux-Consulting.com/AdminPolicy/ - a typical server can be self diagnosing itself - once the machines are properly self-maintaining, one could theoretically maintain 100 or 1000 servers all at the same time Automation requires a test farm of "test machines" which is the bulk of the setup and maintenance expenses Additional "to do tasks per Client's requests" are NOT included in the 1h/week/server tasks Additional time needed to configure for higher security and higher reliability and performance Security of a server and network is covered under seperate agreement http://www.Linux-Sec.net Additional Consulting and Admin Policy and definitions to be included with this Agreement http://www.Linux-Consulting.com/AdminPolicy/ Additional Work =============== Specific Additional Work to be Done as Defined in Addendum A. Linux System Admin ================== 1U Ring, Inc. provides any of the following services at its standard stated rates. All of the above is about 5-10 hours per month (1 - 2 hrs per week) initial setup time and expense could be spread out over 1 year term of contract Critical Services to be watched: ftp, email, web, backup, cron jobs, log files Sepcific items to be amplified and negotiated at the time of approval of this Agreement Backup.pl script (licensed to use while I maintain the server) Nightly incremental system and user backups to backup disk Weekly Full backup of users to backup disk Weekly Full backup of system and user data to tape Full backup tapes on quarterly rotation ?? (keep one per quarter ?) http://www.Linux-Backup.net Security Stuff ongoing issue ... no guarantee of security .... and will probably be cracked at some point it will be wiser to pay for the extra time needed to perform the minimal and obivious security fixes http://www.Linux-Sec.net System stuff maintain as need and patch to latest patch level for particular distribution root passwd shall NOT be available to client to minimize additional expenses due to in-experienced users User data space all users stuff to go into /opt all downloads to NOT backed up since it is already on the net (ie 10Mb netscape file should NOT be under a users home dir) Security enhancements ( Additional $1,000 to fix any security breaches or paid hourly at $250/hr tripwire to monitor binaries logcheck to check login attempts tiger to check system files ocassional incoming ftp transfers will be moderated Rotation and watching log files system wide critcal log file monitoring Absolutely No telnet Connection for security reasons use ssh instead No pop3, imap -- use secure pop3s and secure imap No ftp -- use secure ftp No dhcp -- allocate and use all ip# on at least one dummy server No insecure wireless connection No ppp -- use a ppp server from outside the firewall No vpn -- use a vpn server from outside the firewall Statistics email log files and statistics can also be shown (low priority) ftp log files and statistics Web statistics wwwstats - analog for additional info custom web log analysis as desired Email Stuff aliases - mailing lists and discussions as needed mailing lists will be configured for majordomo someone else to maintain bounce emails users mail use POP3 or imap or shell accounts to access email (minimal to none time spent for instructions on how-to do this) Additional services ntp for time synchronization ( should allow others to connect to it ) news servers (as it becomes available) samba for connecting with Win95/WinNT - if needed Additional Tasks, per requests, shall be performed in a timely fashion so as NOT to interfere with normal business operations Additional possible tasks and options (not included) database design, search, processing, query perl programming and customization beyond "normal hours" web forms and user reports additional virtual domains... web pages of how to "more effectively use this server" are extra... email address to "special customers" no need for printing no fax broadcasting... Absolutely NO user questions about how to do "this that and whatever" for microsoft - based systems Absolutely no spam (unsolicited) email from this server Absolutely outgoing phone call from this server RESTRICTIONS ============ Client's Users unconditionally do NOT have root access to these servers in order to minimize invoices and costs to Client Fee Schedule ============ Generic Linux Server ( common user mis-conceptions ) - a typical user installing linux - Cost of hardware + 15 minutes to do quickie install (NOT recommended) Custom Linux Server ( make it good as possible at minimal costs ) - Typically 4-8 hrs of work to reconfigure default linux install - Apply known security patches and upgrades - remove known problems ... - Apply simple 5-minute solution to try to minimize catastrophic failures - Cost of hardware + $1,000 for linux customizations (typical server) Secure Linux Server ( 1-2 days of patches/fixes/explanations ) - Tighten the server and explain to users "how to use the secure server" - Cost of hardware + $2,000 (security concious server environment) - fore more details ( http://www.Linux-Sec.net ) Existing Server Review - if we are to maintain an existing server, than there will be a $2,500 server review fee, and a lists of potential problem and possible course of action document shall be generated, in order to maximum performance for Client's benefit Rate Schedule 1 hr ( $150/hr ) minimum contract rates Proposals and negotiation time is included in the "general" hourly rates Travel time to and from the job site is added in addition to hours spent at the job site at "general hourly rates" Training and teaching and support for users shall be billed at $250/hr - a qualified system admin should be able to "read the files" on the server and understand the problems, issues and solutions that has been implemented Fees below do NOT provide for 24 hr coverage Monthly Rate Schdules --------------------- $ 100/mon 1 - 2 hrs/mon - Not much to do with the server $ 500/mon 3 - 5 hrs/mon - Typical server - low maintenace $ 1,000/mon 8 - 10 hrs/mon - Web Statitics updating/reporting $ 2,000/mon 15 - 20 hrs/mon - Security monitoring $ 5,000/mon 40 - 50 hrs/mon - custom cgi programming for site $10,000/mon 80 -100 hrs/mon - almost need a full time jr engineering Hourly Rate Schedules --------------------- All hourly rates are 1hr minimum and rounded to nearest 30 minutes after the 1st hour regardless of time spent. It also includes subsequent action items such as research, proposals and implementation of solutions Hourly rates shall be billed monthly and are due upon receipt - under certain circumstances, a $2,000 retainer will be required Hourly rates shall be billed in 1 hour increments unless otherwise noted on each task work order Hourly rates are doubled if paid on "per incident" basis instead of contract basis Highers fees are charged as deemed reasonable at the time of the request for services Faster turn around time requirements implies a sense of urgency and also require higher consulting fees to justify our time spent on clients issue instead of out other clients $250 /hr Hourly Custom programming $250 /hr Security Consulting - how to resolve various security issues $200 /hr General question and answer support w/ Client interaction $150 /hr Hourly HTML coding, cgi programming $150 /hr General email time for reading automated system status messages Disputes and Howtos ------------------- Any disputes whether in person, via email or over the phone, for implementation, process and proceedures to accomplish certain tasks shall be billed at $250/hr unless otherwise previously stated in the Work-to-be-Performed addendum There are typically a dozen ways to implement certain functions and features each with its set of benefits, problems and potentially serious compromises. Email in its Entirety must be provide in case of disputes of its contents including all the unseen headers visible from some restricted email readers. PGP signed emails are obviously harder to forge, which is better for evidence. Email Rate Schedule ------------------- $ 150/hr email support -- since we all know it takes time and energy to reply to emails and might also require additional research in order to reply to the email messages - a minimum of $30 per email to receive and reply once - additional $30 per email for 3rd/4th email interaction - one or two email per day is acceptable as "part of business relation" as part of the 1 hr per week per server admin/support guidelines - repeative replies ( after 3rd reply ) to previously answered emails are billable at $ 250/hr as there is some additional education that must occur training and support for the problem to be resolved properly - disagreements expressed in emails are considered billable time Phone Call Rate Schedule ------------------------- $ 300 per phone call during 6:00am - midnight regardless of our availability at the time the call was made After Hours Support ------------------- Contract rates are doubled for after hours work to be done as agreed as to what "after hours" will be. "After hours" is typically after 10PM and before NOON DISCOUNT FEE SCHEDULE ===================== http://www.Linux-Consulting.com/Discounts/Discounts.txt Any discounts shall be credited on the following month's invoice for successful fulfillment of the previous month's invoices Any discounted fee structure shall be revoked upon breach of this Agreeement or excessive delays ( over 30 days since invoice date ). Invoice are due in full upon receipt, a 7-14 day grace period is granted to fulfill Client's obligation for "payment upon receipt" Any payments made are first applied to past due amounts including penalties and interest Cancellation policy =================== Entire unpaid/deferred linux installation payments due at cancellation ( based on a 1yr admin contract ) - similar cancellation policy rate schedule apply for weekly or one-day one-time contracts 50% of contract balance if cancelled within first 2 months 40% of contract balance if cancelled within first 4 months 30% of contract balance if cancelled within first 6 months 20% of contract balance if cancelled within first 8 months 10% of contract balance if cancelled within first 10 months TERMINATION =========== Termination notice shall be in writing, and shall allow for 30 days notice for preparation to terminate and handoff to the next party responsible for keeping the server up and running BUG REPORTING ================ - Bug reports shall be filed via email, in a timely manner - Please be explicit - time, date, command used, from/to, etc.. - All reported bugs to be verfied within 4-12 hours of reporting - Fixes to bugs if available to be applied with 24 hours... if no known solutions exists, we must decide to develop our own solution or wait for the open source community to resolve the issue - time and energy and funds must be spent by the client to resolve the serious issues INTELLECTUAL PROPERTY ======================= 1U RING Inc unconditionally retains all rights to all software developed unless specifically excluded and such custom programs are developed at full consulting rates. VENUE ======= Any disputes arising from this contract shall be resolved by licensed 3rd party arbitration/arbitors Any legal action shall be held in Santa Clara County, California NOTICES ========== All notices shall be emailed for convenience only. All notices must be sent via certified US mail or via Federal Express where signature of receipt is required. PENALTIES and LATE FEES ======================= A 10% penalty shall be assessed after 30 days when the invoice is NOT paid within 30 days A $150 processing fee shall be assessed if a review and email followup of invoices is required A 1.5% per 30 days after invoice has been presented to client via email and in writing shall be assessed until paid in full 1U Ring reserve the right to terminate "user request to do items" until all invoices are paid current and in full A $1,000 re-instatement fee shall be assessed if other employees, contractors and system admins has had root access to the servers 1U Ring reserve the right to undo any changes and services rendered that has NOT been paid ATTORNEY'S FEES ================= Both parties shall be solely liable for only their OWN legal costs should any disputes arise Clients shall be held personally and serverally liable for ALL legal fees and penalties and time and materials expended to enforce this agreement and collect all monies due including penalties and interests and legal fees. Time and materials billed at $250/hr to Client as needed to provide documents as needed ( we dont have our copy is not an excuse, or delay tactic ) COPIES ====== Only original copies signed by both Parties are valid Agreements This Agreement is the sole agreement between all Parties and all agreements shall be in signed. Continued invoices and payments shall be deemed consent to the terms and conditions of this Agreement TIME ==== Time is of the essence ... and no more than 5 working days after receipt will be allowed for any further discussions and notification of clarification/explanations. Reciprocative signature is NOT required if a notice of disagreement or changes has NOT been sent in a timely fashion via Federal Express or other written notice methodology DISCLAIMERS AND WARRANTY =========================== Since the internet is inherently not guaranteed...we in turn cannot guarantee its "availability/reliability" due to events outside our control Linux operating system and all other associated software is GPL'd software and also does not come with any warranty of any kind SEVERABILITY ============ All unlawful terms and conditions shall be herein voided without penalty or further recourse and all remaining clauses to remain in effect SURVIVABILITY ============= This Agreeement shall innure any change of ownership, change of officers and investors, change of managers and shall fully bind the Client's successors. 1U Ring reserves the right to revoke any discounts accumulated during our working relationship, should primary Client personnel exit the client company LIABILITY ========== Linux-Consulting's Maximum liability, if any, shall be limited to the amount dollar amount of this Agreement. Liability shall be limited to the terms of this Agreeement In case of ANY disagreements on any of the terms of the invoices, any favorable discounts shall be retroactively revoked and revert back to the normal pre-defined rate schedule on the website. All officers, directors, managers and board of directors are jointly and severally liable for expenses incurred and enforcing and collecting on Linux-Consulting's invoices. Enforcement of payments for services rendered shall be exercised to the maximum as allowed by law. SIGNATURES ========== We have read and agree to all terms and conditions provided. ------------------------------------------- ----------------------------------------- Date :______/______/______ ______/______/______ Alvin M. Oga, Pres 1U RING Inc, aka Linux-Consulting 3777 Stevens Creek Blvd. #360 Santa Clara, CA 95051 408-985-4689 408-985-4688 fax alvin@mail.Linux-Consulting.com http://www.Linux-Consulting.com/Legal/Txt/contract.txt # # end of file