Exhibit 10.2
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT ("Agreement"), dated as of August 5, 2005
(the "Effective Date"), is between Park City Group, Inc. a Nevada corporation
having its principal place of business at PO Box 5000, Park City Utah ("PCG"),
and Cannon Equipment Company, having a place of business at 15100 Business
Parkway, Rosemount, MN 55068 ("Cannon").
It is understood that Cannon desires to retain PCG to perform certain consulting
services ("Services") on their behalf and that PCG is willing to perform such
Services in connection with Cannon's operations. It is the intention of the
Parties that this Agreement applies to the provision of Services by PCG to
Cannon. Cannon shall pay to PCG an up front retainer of five hundred thousand
dollars ($500,000). Such retainer shall be treated as a credit to Cannon for
services to be performed by PCG pursuant to the terms of this Agreement. PCG
shall provide to Cannon monthly statements, on the 15th of each month, detailing
how the retainer was used for the previous month and the amount of the remaining
balance of the unused retainer. In consideration of the foregoing premises, and
the mutual covenants and agreements set forth herein, the Parties hereto agree
as follows:
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Description of Services
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Nature of Consulting PCG agrees to provide sales support, account
Services Required management, category management, customer
technical setup, training and hosting
services on an as needed basis for Cannon.
PCG agrees to provide these services at the
billing rates outlined below. Such billing
rates are effective for the first year of
this Agreement and may be adjusted annually
to reflect the change in the Consumer Price
Index.
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Unique Considerations PCG will provide monthly
billing and service updates, and such
verifications as Cannon shall reasonably
request on all account activities used to
date.
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Billing Rates Resource Hourly Rate ($USD)
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Randy Fields $550.00
Principals $375.00
Account Manager $300.00
Project Manager $250.00
Hosting Administrator $200.00
Technical Lead $175.00
Business Lead $175.00
Technical Analyst $125.00
Business Analyst $125.00
PCG compensation will include base fees and
reimbursement of reasonable expenses as
follows:
Services fees will be invoiced monthly
according to the billable days worked.
Travel and Out-of-Pocket Expenses will be
billed in addition to services fees, and
will be billed monthly at cost.
Hosting Hardware and Infrastructure will be
invoiced as incurred. Third party software
required to support the hosting services,
including monitoring, database, and
backup/recovery software shall be paid for
or purchased by Cannon as needed. PCG
acknowledges that Cannon anticipates that
during the twelve (12) month period
following the Effective Date Cannon will be
relying on PCG to host all use of the
Software in relation to current and
prospective Cannon customers.
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PCG and any employees or agents of PCG are independent contractors relative to
Cannon, and will not act as, and are not, agents or employees of the Cannon for
any purpose.
Cannon has copyrights in its products, and/or patents or patents pending in its
products, and PCG acknowledges and agrees that Cannon retains all intellectual
property rights in inventions, applications and other works of authorship
prepared or derived using its products, excluding our proprietary business
information, materials, trade marks and forms reproduced in your implementation
of the Product. In the course of the relationship PCG may learn other
information, which Cannon designates as, or from its nature or the circumstances
of its disclosure should have been known to be, confidential or proprietary to
Cannon. Unless compelled by legal process, PCG will not use, disclose, provide
or otherwise make any such information available to any person other than our
employees with a need to know, persons retained for its installation, our
agents, and consultants bound by confidentiality covenants consistent with our
confidentiality obligations hereunder, and will ensure that any access to your
products or such information will comply with this paragraph. The foregoing
obligations shall not apply to information which: (i) is publicly available
prior to the date of this agreement; (ii) becomes publicly available after the
date of this agreement through no wrongful act of PCG; (iii) is furnished to
others by Cannon without any proprietary restrictions on their right to use or
disclose; (iv) is known by PCG without any proprietary restrictions at the time
of receipt of such information from Cannon or becomes rightfully known to PCG
without proprietary restrictions from a source other than Cannon; or (v) is
independently developed by PCG by persons who did not have access, directly or
indirectly, to such information.
In witness whereof, Cannon and PCG have each caused this Consulting Services
Agreement to be executed on its behalf by its duly authorized representatives
Cannon Equipment Company Park City Group, Inc.
By: __________________________________ By:_______________________________
Name:_________________________________ Name:_____________________________
Title:________________________________ Title:____________________________
Date:_________________________________ Date:_____________________________