Agreement to Provide

Information Technology Professional Services

Pursuant to the terms and
conditions stated in this Agreement, Cal State L.A. University Auxiliary Services, Inc.
(UAS), the legal entity for the Center for Information Resource Management (CIRM), agrees
to provide professional services in the information technology area to:

(Name of Organization) _________________________________________________________________

hereinafter referred to as
"Client". UAS will provide entry-level information technology employees through
CIRM's Professional Internship Program (PIP). These contract interns will be selected from
the ranks of students and recent graduates of university and college programs in
information systems, computer science, and computer engineering.

All interns are bona fide
employees of UAS and remain subject to employment laws affecting UAS. Interns provided
under this Agreement are subject to Client approval as to qualifications, suitability for
performance of services, and billing rate. Each intern is covered by a purchase order or
memorandum indicating the time period covered, hourly invoice rate, and total amount.
Client may terminate the services of an intern for the convenience of Client and upon one
(1) day written notice to UAS and the intern.

Period of Performance

The period of performance
shall be for two years starting on the effective date of this Agreement. It shall be
renewable for additional periods upon written agreement by all parties to this Agreement.

Funding and Payment

The Client's total obligation
under this Agreement shall be the sum of individual purchase orders/hiring memoranda
issued from time to time for interns. Client shall transmit to UAS bi-weekly time sheets,
using forms and payroll schedule provided by UAS, listing hours worked for each intern.
Properly executed facsimile copies of the time sheets shall be legally binding on Client.

UAS shall submit invoices to
Client based on these time sheets, indicating the names of interns providing services, the
number of hours worked, the hourly billing rate for each person, and the total amount due
from Client for the billing period. Client shall remit the invoiced amount within fifteen
(15) days of receipt of invoice.


This Agreement may be
terminated, in whole or in part, by Client or UAS upon thirty (30) days written notice to
the other party. In the event that this contract is terminated prior to the contract end
date, all monies due UAS shall be paid in full.

Special Provisions

  1. UAS has the responsibility to verify
    eligibility as required under the provisions of the Immigration Reform and Control Act of

  2. UAS shall file with Client an Agreement of
    Insurance issued by its carrier evidencing a policy of Workers' Compensation Insurance in
    the statutory amounts on its employees furnished to Client.

  3. Any controversy or claim of any kind
    arising out of or relating to this Agreement or breach of this Agreement shall be settled
    by arbitration in accordance with the Commercial Arbitration Rules of the American
    Arbitration Association or any successor thereto then prevailing. The parties further
    agree that the arbitrator acting hereunder shall not be empowered to add to, subtract from
    or in any other manner modify, alter or amend the terms of this Agreement.

  4. Client may offer direct employment to a
    participant in the PIP after the participant has worked under this Agreement for 180 days.
    However, Client may offer direct employment to a participant at any time by making a
    donation to the Center for Information Resource Management of at least $1,000 for each
    participant hired. Nothing in this Agreement shall be construed as requiring Client to
    make an offer of employment to any participant.

  5. Client is encouraged not to require a
    participant to work overtime while the participant is enrolled in an academic program.
    However, if overtime is required, UAS will invoice client at a rate of 1.5 times the
    normal rate for any time over 40 hours per week.


Client and UAS have caused
this Agreement to be signed this ____ day of _____________, ______ by their respective authorized officers.

Cal State L.A. University
Auxiliary Services, Inc. (UAS)

5151 State University Drive

Los Angeles, California 90032

[The legal entity for the Center for Information Resource Management]


Raquel N. Soriano, Executive Director
                     Name of Client


Durward P. Jackson, Executive Director

Center for Information Resource Management           By:_____________________________________