SERVICE CONTRACT FOR A LIMITED DURATION

Parties to this agreement,

------------------------------------------- . Hereafter called the contractor", and

-----------------------------------------. Hereafter called "the Consultant"

Agree and confirm with their signatures that:

1. The Consultant will be contracted for limited duration, guided by specific
deliverables as clearly stated in Annex 2. Hereafter called the assignment.
2. Duration: The Number of "working days" to be performed: the maximum number
of days to be performed by the Consultant should not be more than four (4)
working days for the first part of the assignment and twelve (12) calendar months
for the second part of the assignment. PART 1 can be completed in a lesser
duration depending on the consultants willingness to work overtime.
These working days are to be performed in conformity with the TOR of the
assignment and amendable according to the consecutive work plans of the Project
as approved by _____________________.
1. Task description: see the Terms of Reference, which are to be considered as an
integral part of this agreement (annex 2)

Remuneration and miscellaneous expenditures: the Consultant fees are fixed

on common agreement in annex 1 of the present contract; the Consultant,
which carries out his mission in collaboration with the _____________________ Project
Manager and Project Administrator, will assume responsibility for all personal
taxation and professional and insurances premiums. Details are specified in Annex
1.

Payments to the Consultant will be made on condition that services

performance has been declared satisfactory by _____________________ and that
the Consultant presents an invoice and an approved and signed timesheet (signed
by the Consultant, _____________________ Project Director and/or Project Manager).
Transfer cost to an account, outside Nigeria, will be borne by the Consultant.
Payments shall only be made in the currency indicated in the contract between the
contractor and the Consultant.

In compliance with the contractor's internal quality control system, the

Consultant's reports need to be endorsed by the contractor.

The Consultant confirms that all data that he has been provided and that he
will provide are correct.

1. The Consultant confirms that he is not involved in any judicial dispute that
could jeopardize the implementation of his mission.
2. Except with prior written approval, the Consultant cannot represent the
contractor, nor sign or act in any way on its behalf.

3. The Consultant will not communicate to any third party, any confidential
information that he would get through this assignment.
4. The agreement will be terminated immediately if the Consultant
misrepresents _____________________ in any way, shape or form and
purports to be acting on behalf of _____________________ in any transaction.
In the above assumption, the contractor will take care to inform the
Consultant as soon as possible and with the most appropriate means in
function of the situation (fax, mail, email,...).
Each party may also terminate the present contract, at any time and
without giving the justification for the reasons, if they respect a prior
written notice of 30 days. They will however avoid any abusive or untimely
contract breaching. In no case can the Consultant claim a contract breaching
indemnity to the contractor.
Except faulty execution of the contract, the Consultant will have the right, in
case of anticipated breach of the contract, to the payments of the services
that have been carried out.
13. Liability:
The contractor is not liable for damages caused by the Consultant to recipients
of services or third parties in the performance of this agreement.
14. Parties agree that:
a. This agreement does not constitute a labor and / or employment
contract;
b. The Consultant is acting on the basis of a fully independent entity; he
organizes his work according to his own understanding however
respecting the terms of the main contract (including his Terms of
Reference) and the rules of art;
c. In case of arbitration, only the jurisdictions of Nigeria will be
competent and only the Nigerian Law will be applicable.
The parties confirm, by their signatures, that they acquainted themselves with the
whole contract, each party having received an original.
Done in: Abuja, FCT, January 14, 2015

For _______________:
_______________________________________________________________________________
The Consultant:
_______________________________

ANNEX 1
Fees: The Consultant's fees will be N55,000 (Fifty Five Thousand Naira only) for

PART 1 of the assignment and N 250,000 (Two Hundred Thousand and Fifty
Thousand Naira Only) for PART 2. The duration of the mission will be four (4) days
for PART 1 and no more than twelve (12) calendar months beginning from the go-live
date for PART 2.
Payment of the Consultant's fees as well as all the other amounts due to him will be
made within 10 working days after reception by _______ of the Consultant's work
approval form signed by the _____________________ project Director and/or Project
Manager, the correct invoice submitted by the Consultant and the corresponding
timesheet (signed by the Consultant and _____________________ _____________________).
Payments are subject to the provision of a copy of the passport at the contract
signature. Bank and account number to which the Consultant wishes this
compensation remitted:
Bank/Name Address Beneficiary Account number Sort Code
Swift
IBAN
:
:
:

Contact address in case of emergency (if different from address provided on

page 1 of the agreement):
Name:
Address:
Telephone / fax / e-mail:
Relation:
The Consultant is responsible to cover all his required insurances for e.g. personal
belongings, personal and professional liability, medical insurance, pension, and any
other premiums legally applicable to the individual.
Abuja, FCT, January 15, 2015
For ____________:
__________________________________

The Consultant:
______________________________

(This annex is an integral part of the agreement and should be initialed and dated at the
bottom of this page)

ANNEX 2
TERMS OF REFERENCE
THE CONFIGURATION OF LINUX SERVER, INSTALLATION OF ODOO ON THE LINUX
PLATFORM AND A ONE YEAR MAINTENANCE OF THE LINUX SERVER FARM
January, 2015

BACKGROUND
_____________________ is a leading provider of technology consulting and systems
integration solutions to public and private sector organizations in Nigeria. Founded in
1995 in El Segundo, CA, _____________________ has its African HQ in Abuja, Nigeria.
_____________________ provides IT Advisory, Project Management, Systems Integration
and IT Training/Support Services to help our clients derive maximum value from their
investment in Information Technology.
Our market focus provides consistent delivery, cross-functional teams, flexibility, and
client involvement. This allows us to deliver holistic solutions based on a complete
understanding of our client's needs. Our clients now recognize _____________________ as
a single provider of integrated professional services that meets the full spectrum of
their business requirements.

INTRODUCTION
_____________________ Integrated Business Solutions (QIBS) has fully committed to the
business of deploying Odoo for organizations. To this end, QIBS currently runs a Linux
server farm with Odoo deployed on Linux platforms as demo/development, testing and
production systems.
QIBS has decided to bring in a Linux expert to carry out the configuration of Linux server,
installation of Odoo on the Linux platform and a one year maintenance of the Linux server
farm. This terms of reference is prepared to shade light on the expectations of the job of
the Linux expert in this regard.

DESCRIPTION OF ASSIGNMENT
The assignment is divided into two parts:
PART 1: Installation of Odoo on client production environment
PART 2: Technical Support on Linux Server Farms
Demo/Development System
QIBS has about 2 servers currently dedicated to Odoo Demo and Development.
This servers need to be optimized to provide the absolute best for the Odoo
application environment. This service would fall under the Part 2.
Testing
A need may arise to have a system set up specifically for performance testing.

This system would need to be monitored and expert service provided on a regular
and timely fashion. This assignment falls under Part 2
Production System
QIBS has initiated a project to deploy Odoo for Suburban. The deployment of this
solution will extend to an integration with a third party billing system. The
integration plan was put in place to ensure that transaction information generated
from the Billing System is fed into the Odoo to enable proper tracking of financial
information and also seamlessly update customer information on the system to
ensure the effective handling of customer issues and concerns.
During the course of the year, QIBS may have other Odoo deployment projects
that have moved to production stage. This Linux platform upon which the
application is running will need to be optimized, made self-managing and fortified.

Objectives
The goal of this endeavor is to create a suitable environment that would
accommodate and facilitate the present and future system requirements and
functions of Odoo Version 8 or other Odoo versions based on client requirements.
The underlying objectives of the endeavor include:
Deploy an up-to-date Linux Server, preferably, Ubuntu 14.04

User security & account management: Fortify the system security

Create triggers that will carry out automated health checks and response

Install the stable version of Odoo Version 8 or other Odoo versions

depending on demand

Ensure that dependencies such as python libraries are up-to-date and

functional.

Ensure that the server creates an avenue for integration with an external
system.

Scope
This endeavor does not exceed the following boundaries:
Installation of Linux server on cloud environment

Configuring and optimizing the Linux Server to accommodate the

dependencies and functions of the Odoo Version 8 server or any other
installed version

Configuring and Optimizing Linux Server security

Create avenue for data backup and restoration

Provide support, bug fixes and enhancements during the one year
technical support plan.

Requirements
High level requirements are as follows:
The server will be hosted on the cloud and should be available 24/7

The allowable downtime of the server should be between 5 and 10 minutes

The Linux server should be optimized for a production environment.

Attention should be paid to the Odoo installation to ensure that all software
dependencies are up-date and working properly.

Tier 2 and Tier 3 support should be easily accessible with a 5 to 10mins

response time.

In the event that some requirements were not expressed in the above list
or that the requirements stated above were misunderstood, arrangements
would be made to address that.

Deliverables
Part 1: Installations

A technically and functionally optimized Linux server that is geared to meet

the above objectives, that is, secured, self-managing, pro-active health-checks
and notifications.
Installed stable version of Odoo (V8, V7 or others), ready for configuration.

Part 2: Technical Support

One year tier 1 and 2 support. Bug fixes and reworks are free for one year,
after which the system must have stabilized
Software licensing & patching

Minor software upgrades

Application server backup and recovery

Application data backup and recovery

Automated server monitoring

Payment Schedule
Enhancements during Technical Support will be free, but major changes in
requirements, have to be paid for according to reasonably agreed rates that will
be negotiated at the signing of this document.
Payment for assignment in PART 1 will be effected when the system has been
fully deployed online and all modules have been tested and certified as working
according to the scope of the project.
The payment for the assignment in PART 2 will be made using 40:40:20 ratio for
the span of 1 year, that is a payment of N100,000 will be made at the end of the
fourth month, another N100,000 at the end of the eighth month and N50,000 paid

at the end of the 12th month.

Amendment, Modification or Variation

This Terms of Reference may be amended, varied or modified in writing after
consultation and agreement with all the concerned parties.

Modus Operandi
The Consultant will be required to visit the office premises of
_____________________ Technology Services, Abuja, during installations and for
major fixes or enhancements.

PROFILE OF CONSULTANTS
The qualifications and experience required of the prospective consultants are as
follows:
A University in a relevant discipline.
Minimum of 2 years experience in Linux Platform administration
A project experience in Linux server platforms
Excellent verbal and written communication skills.
Fluency in spoken and written English.

LOCATION AND DURATION OF ASSIGNMENT

The starting date of PART 1 of the assignment 14th January, 2015 and is expected to last
for not more than 4 working days on or before 19th January, 2015. The duration of
assignment is estimated based on the quantum of work to be done and quality of
deliverables expected. However, the consultant can decide to work overtime to shorten
the execution time of the contract. Of course, without affecting the quality deliverables
expected. PART 2 of the Assignment will begin on the go-live date of the first production
system.

REPORTING
The consultant must to submit timesheets and status reports upon job completion to
facilitate processing of payment. Addendum to the status report shall include, but not
limited to - Project deliverables, planned and open issues.

Annex 3
QUALITY POLICY

Mission
_____________________s mission is to:
1. Solve performance problems of businesses and organizations using information and

communications technology (ICT), specifically:

ICT Advisory

Project Management

Systems Integration

ICT Training/Support

Values
_____________________ takes its inspiration from the following values:
1. Highest level of integrity in our dealings with customers.
2. Complete customer satisfaction
3. Best value and value for money
4. Human resources are our main assets. So the development of individuals is of central
and overwhelming importance in our value system. To meet the selected goals, we
support and encourage our collaborators in a climate of equal opportunity to:

improve their skills

take initiatives

carry out their tasks with rigorous accuracy, care and organization so as to
find pragmatic and efficient solutions in their action take responsibility collaborate
loyally with their colleagues maintain team spirit assert their passion for our
occupation.

1. To meet the permanent challenges of a constantly changing world and to improve

our business environment, we encourage each other and those around us not to rest
on their laurels.
1. We take social responsibility for communities in all the countries where we carry out
our activity.
2. We then implement a policy of respect for the environment, a policy that we would like to
see shared not only by our collaborators but also by our partners and suppliers. We will
continue to strive to reduce further our direct and indirect impact on the environment.

Our quality policy: total quality

Quality in the widest sense is essential for accomplishing our strategy of sustainable and
financially viable development.
Furthermore, quality is vital to enable us to achieve our mission by respecting our values,
particularly with regard to the satisfaction of clients, collaborators and shareholders as well as the
efficiency of the company.
The main emphasis of our Total Quality policy is to understand and meet the current needs of
our clients and of the market and to anticipate their future needs.

It should be recalled that everyone at _____________________ has a client, whether an external or

internal client.
Each department and each person at _____________________ must continually aim to improve their
performance level by fully understanding and respecting the procedures and by participating in
the ongoing efforts to improve them.
I am personally committed to provide all my support in addition to the human and material
resources required for this policy.
To achieve our ambitious objectives, _____________________:

Will not take any decision or any action that would reduce the level of quality or
the satisfaction of clients
Will call on the talent, the collaboration and experience of all its consultants
Will support its consultants by providing the procedures manuals and the training
necessary
Will strive to establish, among its employees, relations that are based on integrity,
trust, teamwork and the resolution of common problems.

_______________________
Managing Partner
January 2015