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CONSULTING
AGREEMENT
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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 consulting services in the area
of Consultant’s expertise as represented to Client by Consultant. The specific services to be performed shall
be described in Exhibit “A” attached hereto and made a part hereof. 1.2
Standard
of Service.
[Remainder of Paragraph Deleted - Included in fully licensed version] 1.3
Non-Exclusive
Service.
[Remainder of Paragraph Deleted - Included in fully licensed version] 1.4
No
Client Control Over Details. Client shall not have control
over
[Remainder of Paragraph Deleted - Included in fully licensed version] 1.5
Coordination
of Efforts.
[Remainder of Paragraph Deleted - Included in fully licensed version] 1.6
Client
Inspection Rights.
[Remainder of Paragraph Deleted - Included in fully licensed version] 1.7
Meetings
and Scheduling.
[Remainder of Paragraph Deleted - Included in fully licensed version] 1.8
No Conflicts.
[Remainder of Paragraph Deleted - Included in fully licensed version] ARTICLE
II TERM
AND TERMINATION 2.1
This Agreement shall commence on the effective date
hereof and shall[Remainder
of Paragraph Deleted - Included in fully licensed version] 2.2
This Agreement may be terminated by the Client, with
or without cause, by giving [Remainder
of Paragraph Deleted - Included in fully licensed version] 2.3
Client may terminate this Agreement [Remainder
of Paragraph Deleted - Included in fully licensed version] 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: [Remainder
of Paragraph Deleted - Included in fully licensed version] ARTICLE
III COMPENSATION 3.2
[Remainder of Paragraph Deleted - Included in fully licensed version] ARTICLE
IV
OWNERSHIP
AND USE OF PROPRIETARY PROPERTY 4.1
[Remainder of Paragraph Deleted - Included in fully licensed version] 4.2
[Remainder of Paragraph Deleted - Included in fully licensed version] 4.3
[Remainder of Paragraph Deleted - Included in fully licensed version] 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 behalf of Client
or disclose Client's Confidential Information to any third party, without
the advanced written authorization of the Client.
[Remainder of Paragraph Deleted - Included in fully licensed version] 5.3
[Remainder of Paragraph Deleted - Included in fully licensed version] 5.4
For purposes of this Agreement, the term "Confidential
Information" means and includes, any and all
[Remainder of Paragraph Deleted - Included in fully licensed version] 5.5
Upon the termination or expiration of this Agreement,
or upon Client's earlier request, Consultant will deliver to Client
all of Client's property or Confidential Information in tangible form
that Consultant may have in Consultant's possession or control. 5.6
[Remainder of Paragraph Deleted - Included in fully licensed version] ARTICLE
VI MISCELLANEOUS
PROVISIONS [Remainder
of Paragraph Deleted - Included in fully licensed version] 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.
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