CONSULTING AGREEMENT

This Agreement is made an entered into on this ____ day of ________________, 20___, by and between ____________________________ (hereinafter referred to as the “Consultant”) and ____________________________ (hereinafter referred to as the “Client”) and 

ARTICLE I

CONSULTING SERVICES

1.1            Retention of Consultant.  Client hereby retains the services of the Consultant, to advise Client and to perform certain consu [Portions Omitted - included In fully Licensed Version]t.  The specific services to be performed shall be described in Exhibit “A” attached hereto and made a part hereof.

1.2            Standard of Service.  All services to be provided by Consultant shall be performed in a workmanlike manner, and at a leve [Portions Omitted - included In fully Licensed Version]to be expected of a consultant with the background and experience that Consultant has represented it has.

1.3            Non-Exclusive Service.  Client understands and agrees that Consultant shall not be exclusively devoted to providing services for the [Portions Omitted - included In fully Licensed Version]Consultant shall have duties and responsibilities to other Clients.

1.4            No Client Control Over Details.  Client shall not have control over the details of the Consultant’s work to be performed hereunder, or over the methods and means of performing such services.  Consul [Portions Omitted - included In fully Licensed Version]e Consultant’s own tools, instruments and equipment and place of performing the services although such services may, on o [Portions Omitted - included In fully Licensed Version]ed at Client’s facilities.  Client shall however, have general power over the end results of the Consultant’s work and has the right to expect satisfactory, ethical, legal, and competent performance by Consultant.

1.5            Coordination of Efforts.  Client and Consultant shall cooperate in the development of a plan of coordination of thei [Portions Omitted - included In fully Licensed Version] so as to optomize the efficient and productive performance of work and achievement of the Client’s overall goals and objectives.

1.6            Client Inspection Rights.  Client shall have the right to inspect the ongoing work being performed by the Consultant and to give input as to whether such work meets the needs and expectations of the Client.  Client [Portions Omitted - included In fully Licensed Version]ht to stop or redirect the consultant’s work if it does not appear that the Consultant’s efforts are meeting the needs or expectations of the Client.

1.7            Meetings and Scheduling.  Consultant shall set it’s own hours of performing work and the Client shall not have the right to set defined work hours.  However, Consultant shall be responsive to the client’s needs and s [Portions Omitted - included In fully Licensed Version]in attending scheduled appointments and conferences with the Client or other’s as the Consultant’s services require.  Consultant shall be sufficiently available during normal business working hours to meet the needs of the Client.

1.8            No Conflicts.  Consultant represents and warrants that it has no current commitments or obligations that will conflict [Portions Omitted - included In fully Licensed Version]interfere with or impede the performance of the services called for under this Agreement.

ARTICLE II

TERM AND TERMINATION

2.1            This Agreement shall commence on the effective date hereof and shall remain in effect until the earlier of the c [Portions Omitted - included In fully Licensed Version] called for hereunder to be performed by the Consultant, or the earlier termination of this Agreement as provided in this Article II.

2.2            This Agreement may be terminated by the Client, with or without cause, by giving ten (10) business days written notice of such termination to the Consultant.

2.3            Client may terminate this Agreement immediately upon written notice to the Consultant in the event that the Consul [Portions Omitted - included In fully Licensed Version] or defaults under any of Consultant’s obligations contained in this Agreement or if the Consultant is unable to or refuses to perform services hereunder.

2.4            Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Client [Portions Omitted - included In fully Licensed Version] to pay any balance due to the Consultant for services provided hereunder: (ii) the [Portions Omitted - included In fully Licensed Version]ns, Ownership of Proprietary Rights Provisions, and Independent Contractor provisions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the parties; (iii) Consu [Portions Omitted - included In fully Licensed Version]tinuing obligation to return to the Client all tangible and intangible property of the Client and all versions of any Proprietary Products of the Client or developed for the Client [Portions Omitted - included In fully Licensed Version]of this Agreement; and (iv) Consultant shall have the ongoing duty and obligation to confirm in writing and take all reasonable steps to secure proprietary right in the Proprietary Products developed pursuant to this Agreement in the name and exclusive ownership of the Client.

ARTICLE III

COMPENSATION

3.1            Client shall compensate the Consultant at the rates set forth in the Compensation Schedule attached hereto as Exhibit “B” or as agreed between the parties in any written amendment hereto. Consultant shall provide [Portions Omitted - included In fully Licensed Version] invoices for services rendered for the preceding month. All such invoices shall be due and payable within ten (10) days after receipt thereof by the Client. Consultant shall be responsible for any and all e [Portions Omitted - included In fully Licensed Version] by Consultant in the performance of the services subject to this Agreement and which are not specifically identified in Exhibit “B” attached hereto.

3.2            Client shall reimburse to the Consultant the Consultant’s reasonable out of pocket expenses which are [Portions Omitted - included In fully Licensed Version] by the Consultant hereunder; provided that such out of pocket expenses are approved in advance by the Client.  Out-of pocket expenses shall not include Consultant’s administrative overhead, office expenses and other [Portions Omitted - included In fully Licensed Version] in the ordinary course of the Consultant’s business but shall be limited to expenses for items that are uniquely required in connection with the services to be provided to the Client.  Consultant shall be responsible for maintaining c [Portions Omitted - included In fully Licensed Version]and records regarding these expenses and shall present Client with copies of all receipts and other proof of payment.

ARTICLE IV

OWNERSHIP AND USE OF PROPRIETARY PROPERTY

4.1            Consultant expressly acknowledges and agrees that any and all proprietary materials created by Consultant in the scope of providing service hereunder shall be created as “works made for hire” as defined [Portions Omitted - included In fully Licensed Version] United States Copyright Act and that Client shall be the true and lawful owner of all copyrights and other proprietary rights in and to such items and shall be considered to be the sole and exclusive author of su [Portions Omitted - included In fully Licensed Version]meaning of the United States Copyright Act. These items shall include, but shall not necessarily be limited to any and all deliverables resulting from the Consultant’s services or contemplated by this [Portions Omitted - included In fully Licensed Version]ults and proceeds of the Consultant’s services, work in progress, records, diagrams, notes, drawings, specifications, schematics, documents [Portions Omitted - included In fully Licensed Version]ies, developments, trademarks, trade secrets, Client lists, databases, software, programs, middleware, applications, solutions, (collectively referred to as "Proprietary Products") conceived, made or discovered [Portions Omitted - included In fully Licensed Version]collaboration with others, during the period of this Agreement which relate in any manner to the service provided by the Consultant to the Client.

4.2            Furthermore, Consultant agrees to execute any and all documents and take all other actions necessary to vest full rights and ownership of such materials and the cop [Portions Omitted - included In fully Licensed Version]ts, or other proprietary rights therefore in the Client, including but not limited to executing confirmations of the work for hire status of the Consultant, executing copyright assignments irrevocably and fully assigning all copyrights to t [Portions Omitted - included In fully Licensed Version]nt hereby waives any other rights in and to such Proprietary Products that may attach or arise under any federal, state, local, international laws or the laws of any other country or jurisdiction, including but [Portions Omitted - included In fully Licensed Version]ed "moral rights."

4.3            In the event that Consultant intends or plans to integrate any work that was previously created b [Portions Omitted - included In fully Licensed Version]ork product to be created in furtherance of the performance of services hereunder, the Consultant shall first provide written notice to the Client and seek Clients written approval of the incorporation of such items. In the event th [Portions Omitted - included In fully Licensed Version]n its reasonable discretion, to the incorporation of such items into the work product to be created for the Client, the Client is hereby granted a wo [Portions Omitted - included In fully Licensed Version]free, perpetual, irrevocable license to use, distribute,, modify, publish, and otherwise exploit the incorporated items in connection with the work product that is developed for the Client.

ARTICLE V

CONFIDENTIAL INFORMATION

5.1            Consultant will not, during or subsequent to the term of this Agreement, use Client's Confidential Information for any purpose whatsoever other than the performance of the Services on b [Portions Omitted - included In fully Licensed Version]e Client's Confidential Information to any third party, without the advanced written authorization of the Client. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confiden [Portions Omitted - included In fully Licensed Version]imited to, limiting access to such information to individuals within its organization that have a bona fide need to know of such information, having each employee of Consultant, if any, with access to any Confid [Portions Omitted - included In fully Licensed Version]ndisclosure agreement containing provisions and restrictions substantially similar to those contained in this Agreement.

5.2            Consultant will indemnify Client and hold it harmless from and against all claims, liab [Portions Omitted - included In fully Licensed Version]nses, including reasonable attorneys fees and costs of suit, arising out of or in connection with, any violation or claimed violation of a third party's rights resulting in whole or in part from Client's use of the work product of Consultant under this Agreement.

5.3            Consultant shall not be permitted to make any press releases or disclose to any other party, in any marke [Portions Omitted - included In fully Licensed Version]r any other means of communication, the existence of the relationship between Client and Consultant or the existence or any terms of conditions of this Agreement.

5.4            For purposes of this Agreement, the term "Confidential Information" means and includes, any and all proprietary information of any nature or kind, technical data, trade secrets or know-how, inc [Portions Omitted - included In fully Licensed Version]to, research, product plans, products, services, Clients, Client lists, markets, software, developments, inventions, processes, formulas. technology, designs, drawings, engineering, hardware configuration information, ma [Portions Omitted - included In fully Licensed Version] writing or orally. Confidential Information does not include information which (i) is known to Consultant at the time of disclosure to Consultant by Client as evidenced by written records of Consultant, (ii) has become publ [Portions Omitted - included In fully Licensed Version]e generally available through no wrongful act of Consultant or (iii) has been rightfully received by Consultant from a third party who is [Portions Omitted - included In fully Licensed Version]h disclosure.

5.5            Upon the termination or expiration of this Agreement, or upon Client's earlier request, Con [Portions Omitted - included In fully Licensed Version]ent all of Client's property or Confidential Information in tangible form that Consultant may have in Consultant's possession or control.

5.6            Consultant agrees that it would be impossible ascertain Client's damages from any breach of the covenants [Portions Omitted - included In fully Licensed Version]s Article IV, Client may chose, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach. Consultant further agrees that [Portions Omitted - included In fully Licensed Version]security shall be required in obtaining such equitable relief and Consultant hereby consents to the issuances of such injunction and to the ordering of such specific performance.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1          Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email [Portions Omitted - included In fully Licensed Version]in writing and sent by United States Mail, Certified Mail, Return Receipt Requested and shall be deemed to have been delivered five (5) business days after the date of mailing. Addresses and Email addresses for such notices shall be:

If To Consultant: _____________________________________________

If To Client: ______________________________________________

6.2          No Assignment. The Services to be performed by Consultant hereunder are personal in nature, and Client has engaged Consultant as a result of Consultant's unique expertise relating to such Services. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned, transferred or delegated by Consultant without the express written consent of Client which consent may be withheld in the discretion of the Client.

6.3          Independent Contractor Status. The parties agree that Consultant shall be an independent contractor and not an agent, employee or representative of Client. Client shall have no right to direct or control the details of the Consultant’s work. Consultant shall not receive any fringe benefits or other perquisites that the Client may provide to its employees and Consultant agrees to be respo [Portions Omitted - included In fully Licensed Version]d of the Consultant pursuant to this Agreement, and shall incur all expenses associated with performance, except as expressly provided in Exhibits or amendments to this Agreement. Consultant shall be respo [Portions Omitted - included In fully Licensed Version]l have no obligation to withhold taxes from service fees payable to the Consultant hereunder. Consultant hereby indemnifies and holds the Client harmless any obligation that may be imposed on Client (i) to pay in withholding taxes [Portions Omitted - included In fully Licensed Version] or (ii) resulting from Consultant's being determined not to be an independent contractor.

6.4          Arbitration. Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, cons [Portions Omitted - included In fully Licensed Version] American Arbitration Association (the "Rules"). The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs and expenses of arbitration.

6.5          In interpreting the terms of this Agreement, the parties agree that the laws of the State of ___________ shall be applicable [Portions Omitted - included In fully Licensed Version]. All suits permitted to be brought in any court shall be venued in __________ County, State of ____________.

6.6          This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to th [Portions Omitted - included In fully Licensed Version]ties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party [Portions Omitted - included In fully Licensed Version] or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.