OCCUPATIONAL OR ACADEMIC UPGRADING
AGREEMENT

THIS AGREEMENT, made and entered into this __________ day of ____________ by and between __________________________ (hereinafter referred to as the "Firm"), and Central New Mexico Community College ("CNM"), (hereinafter referred to as the "Contractor"),

WITNESSETH: ______________________________________________________________

WHEREAS, the Firm requires professional services to assist in ___________________work; and

WHEREAS, the Contractor is experienced in and qualified to provide such services; and

WHEREAS, the Firm desires to engage the Contractor to render certain services in connection therewith and the Contractor is willing to provide such services.

NOW THEREFORE, in consideration of the premises and mutual obligations herein, the parties hereto do mutually agree as follows:

1. Scope of Services.  The Contractor shall perform all services (hereinafter referred to as the "Services") in a satisfactory and proper manner, as determined by the Firm:

A. The Contractor shall assign ____________________, its employee, to perform the tasks as outlined above for the period, ___________________ for a total minimum of 150 hours.

2. Time of Performance.  Services of the Contractor shall commence on _________________ and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purposes of this Agreement; provided all of the Services required hereunder shall be completed by _____________________.

3. Compensation and Method of Payment.

A. Compensation.  For performing the Services specified in Section 1 hereof, the Firm agrees to pay the Contractor up to the amount of $____________, which amount includes any applicable taxes and which amount shall constitute full and complete compensation for the Contractor's Services under this Agreement, including all expenditures made and expenses incurred by the Contractor in performing the Services.  In the event that _____________________ is unable to perform the Services for the specified number of hours, the Contractor will be paid an amount which bears the same ratio to the total compensation as the Services actually performed  bear to the total services of the Contractor covered by the Agreement, less payments of compensation previously made.

B. Method of Payment.  Such amount shall be paid to Contractor on a monthly basis upon receipt by the Firm of a properly documented requisition for payment.

4. Independent Contractor.  Neither the Contractor nor its employees are considered to be employees of the Firm for any purpose whatsoever.  The Contractor is considered as an independent contractor at all times in the performance of the Services described in Section 1.  The Contractor further agrees that neither it nor its employees are entitled to any benefits from the Firm under the provision of the Workmen's Compensation Act of the State of New Mexico, or to any of the other benefits granted to employees of the Firm.

5. Indemnity.  The Contractor agrees to defend, indemnify and hold harmless the Firm and its officials, agents and employees from and against any and all claims, actions, suits or proceedings of any kind brought by said parties for or on account of any matter arising from the Services performed by the Contractor under this agreement.

6. Insurance.  The Contractor shall procure and maintain at its expense, until final payment by the Firm for services covered by this Agreement, insurance in the kinds and amounts provided with insurance companies authorized to do business in the State of New Mexico, covering all operations under this Agreement, whether performed by it or its agents.

7. Changes.  The Firm may, from time to time, request changes in the services and length of contract to be performed hereunder.  Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the Firm and the Contractor, shall be incorporated in written amendments to the Agreement.

8. Termination for Cause.  If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its obligations under this Agreement or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Agreement, the Firm shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and specifying the effective date thereof at least thirty (30) days before the effective date of such termination.  In such event, all finished or unfinished documents, work papers, and reports prepared by the Contractor under this Agreement shall, at the option of the Firm, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder.

IN WITNESS WHEREOF, the Firm and the Contractor have executed this Agreement as of the Date first above written.

Central New Mexico Community College (CNM)

Approved By:

__________________________________  __________________________________________
                                                                       Payroll Manager

Date: _____________________________    Date: _____________________________________

                                                                        State Taxation and Revenue
                                                                        Department Taxpayer
                                                                        Identification Number

                                                                        __________________________________________

                                                                        Federal Taxpayer
                                                                        Identification Number

                                                                        __________________________________________