Consulting Contract between client and consultant

1. Overview
Primis Management is in need of assistance in the area of managing the Newsboiler network and Jimmy Harris has agreed to perform consulting work for Primis Management in taking the role as network and community manager for Newsboiler. Work tasks may include but are not limited to moderating sites in the Newsboiler network, managing a team of moderators and administrators, representing Newsboiler on shows and expos. Therefore the parties hereby agree as follows: Jimmy Harriss Services. Jimmy Harris shall be available and shall provide to Primis Management professional services in the area of managing the Newsboiler network. (Jimmy Harris) as requested.

2. Consideration.
2.1 Rate
In consideration for the Consulting Services to be performed by Jimmy Harris under this Agreement, Primis Management will pay Jimmy Harris at the rate of $2000 per month for time spent on managing the Newsboiler network.

2. Independent Contractor.
Nothing herein shall be construed to create an employer-employee relationship between the Company and Jimmy Harris. Jimmy Harris is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Jimmy Harris hereunder.

3. Confidentiality
In the course of performing Consulting Services, the parties recognize that Jimmy Harris may come in contact with or become familiar with information which Primis Management or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to Primis Management systems, which information may be of value to a competitor. Jimmy Harris agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate client personnel or their designees.

4. Term
This Agreement shall commence on August 12, 2010 and shall terminate on August 31, 2012, unless

earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (90) days prior written notice.

5. Notice.
Any notice or communication permitted or required by this Agreement shall be deemed effective when emailed to the party at the address set forth below: 1. Notices to Jimmy Harris: jwhhouston@aol.com 2. Notices to the Primis Management: primiscorp@peoplepc.com

6. Miscellaneous.
6.1 Entire Agreement and Amendments.
This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and accepted by both parties via Agree2.

6.2 Binding Effect, Assignment.

This Agreement shall be binding upon and shall inure to the benefit of Jimmy Harris and Primis Management and its successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Jimmy Harris of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of Primis Management.

6.3 Governing Law, Severability.

This Agreement shall be governed by the Agree2 Rules of Conduct. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. Agreed and signed by: ___________________ Date: _________ Primis Management Agreed and signed by: ___________________ Date: _________ Jimmy Harris Consulting Services Agreement Consulting Services Agreement (the Agreement), effective is by and between __________, a corporation, with its principal office at ________________________ (hereinafter Client), and ________________, with a principal office at ____________________ (hereinafter the Consultant). WHEREAS, Client finds that the Consultant is willing to perform certain work hereinafter described in accordance with the provisions of this Agreement; and WHEREAS, Client finds that the Consultant is qualified to perform the work, all relevant factors considered, and that such performance will be in furtherance of Clients business. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

1. SERVICES. 1.1 Services to Client. The Consultant shall provide the following (Services) to Client on the following timetable: ____________________________________ ____________________________________ ____________________________________ 2. PAYMENT AND INVOICING TERMS. 2.1 Payment for Services. The Consultant will be paid as follows: ____________________________________ __________________________________________________ ____________________________________ 2.2 Reimbursable Costs. Client shall reimburse the Consultant all costs incurred in connection with the Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials, computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the Reimbursable Costs). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all costs associated with travel. All extraordinary travel expenses must receive Clients approval. The Consultant shall provide to Client substantiation of Reimbursable Costs incurred. 2.3 Invoicing. (a) Invoices will submitted monthly by the Consultant for payment by Client. Payment is due upon receipt and is past due seven (7) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client will so notify the Consultant within seven (7) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed valid. The portion of the Consultants invoice that is not in dispute shall be paid in accordance with the procedures set forth herein. (b) A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, the Consultant may suspend performing further work. 2.4 Taxes. All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any such amount payable by Client the monetary sum equal to any and all current and future applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on the Consultants net income). If Client does not pay such taxes, the Consultant may make such payments and Client will reimburse the Consultant for those payments. Client will hold the Consultant harmless for any payments made by Client pursuant to this Section 2.4. 3. CHANGES. Client may, with the approval of the Consultant, issue written directions within the general scope of

any Services to be ordered. Such changes (the Change Order) may be for additional work or the Consultant may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Consultant in writing. 4. STANDARD OF CARE. The Consultant warrants that it services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE CONSULTANT CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY....