CONSULTING AGREEMENT
 
Effective ___________, ___, ____________________________ (Absolute PC Solutions) and
________________ the client agree as follows:
 
1. Services and Payment. Absolute PC Solutions agrees to undertake and complete the
Services (as specified by the invoice) in accordance with and on the schedule
time estimated. All efforts will be made by Absolute PC Solutions to complete the services 
on the original time estimate, however Absolute PC Solutions reserves the right to complete 
all tasks within a reasonable time beyond the estimate with no additional charge to the 
Client. Any further requests made by the client not included or specified by the
invoice shall require a new price estimate separate from the original invoice.
The client agrees to pay Absolute PC Solutions in accordance with price on invoice and must 
complete all payments in a period no longer than 30 days upon receipt of invoice; failure to 
complete payments will entitle Absolute PC to charge interest at the rate of 17% per annum.
 
2. Warranty. Absolute PC Solutions warrants that: (i) the Services will be performed 
in a professional and workmanlike manner and that none of such Services or any part
of this Agreement is or will be inconsistent with any obligation Absolute PC Solutions may
have to others; (ii) all work under this Agreement shall be Consultant's original work and 
none of the Services or Inventions or any development, use, production, distribution 
thereof will infringe, misappropriate or violate any intellectual property or other right 
of any person or entity (including, without limitation, Absolute PC Solutions); and, (iii)
Absolute PC Solutions has the full right to allow it to provide the client with the
assignments and rights provided for herein.
 
3. Termination. If either party materially breaches a material provision of
this Agreement, the other party may terminate this Agreement upon one days' notice
unless the breach is cured within the notice period. The client also may terminate
this Agreement at any time, with or without cause, upon one days' notice, but, if
(and only if) without cause, the client shall upon termination pay Absolute PC Solutions 
all unpaid amounts due for materials and services completed prior to [notice of] termination.
Sections 2 (subject to the limitations on Section 2 stated therein) through 7
of this Agreement and any remedies for breach of this Agreement shall survive
any termination or expiration.
 
4. Relationship of the Parties. Notwithstanding any provision hereof, for all
purposes of this Agreement each party shall be and act as an independent
contractor and not as partner, joint venturer, or agent of the other and shall
not bind nor attempt to bind the other to any contract. Absolute PC Solutions is an
independent contractor and is solely responsible for all taxes, withholdings,
and other statutory or contractual obligations of any sort.
 
5. Assignment. This Agreement and the services contemplated hereunder are 
personal to Absolute PC Solutions, however the Absolute PC Solutions shall have 
the right or ability to assign, transfer, or subcontract any obligations under
this Agreement without the written consent of the client.
 
6. Notice. All notices under this Agreement shall be in writing, and shall be
deemed given when personally delivered, or two days after being sent by Email,
prepaid certified or registered mail to the address of the party to be
noticed as set forth herein or such other address as such party last provided to
the other by written notice.
 
7. Miscellaneous. No changes or modifications or waivers to this Agreement will be
effective unless in writing and signed by both parties. In the event that any
provision of this Agreement shall be determined to be illegal or unenforceable,
that provision will be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and
enforceable. This Agreement shall be governed by and construed in accordance
with the laws of the province of Ontario without regard to the conflicts of laws
provisions thereof. [In any action or proceeding to enforce rights under this
Agreement, the prevailing party will be entitled to recover costs and attorneys
fees.] Headings herein are for convenience of reference only and shall in no way
affect interpretation of the Agreement. 
 
____________________________________
(Absolute PC Solutions)________________________________
(Company)By:_________________________________
____________________________________
Printed (Name, Title and Address)By: ____________________________
_______________________________
Printed (Name, Title and Address)