Consultant Appointment Agreement

CONSULTANT APPOINTMENT AGREEMENT

Parties and Effective Date

This Consultant Appointment Agreement ("Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal address:

and Consultant Name: with address:

Personal and Contact Information (Consultant)

Engagement Details

Engagement Title:   Department:

Expected Start Date:   Engagement Term (if fixed):

Compensation and Expenses

Fee Structure (rate or fixed fee): $   Billing Frequency:

Reimbursable Expenses: Yes    If yes, maximum per expense:

Independent Contractor Status; At-Will Statement; Equal Opportunity

Independent Contractor: The parties acknowledge and agree that Consultant is engaged as an independent contractor and not as an employee. Consultant shall retain sole control of the manner and means of performing the services except as expressly set forth in this Agreement. Consultant is responsible for all taxes, benefits and other obligations arising from compensation paid hereunder.

Termination and At-Will: Unless otherwise stated herein, either party may terminate this Agreement without cause upon providing the notice period specified in the Termination section. The Company reserves the right to terminate the engagement immediately for material breach, gross negligence or willful misconduct.

Equal Opportunity Statement: The Company maintains an equal opportunity practice in its business relationships and does not unlawfully discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic in its selection of consultants and contractors.

Confidentiality and Intellectual Property

Confidential Information: Consultant shall hold in strict confidence and not disclose or use any Confidential Information except as necessary to perform the Services. Confidential Information includes all non-public business, technical and financial information disclosed by the Company.

Work Product and Assignment: All work product, inventions, discoveries and materials developed by Consultant in the course of performing the Services shall be the exclusive property of the Company. To the extent necessary, Consultant hereby assigns to the Company all right, title and interest in such work product and agrees to execute documents reasonably requested to effectuate such assignment.

Non-Solicitation and Conflicts

Non-Solicitation: During the Term and for a period of twelve (12) months following termination, Consultant shall not solicit for employment or engagement any employee, contractor, or client of the Company with whom Consultant had material contact in connection with the Services, except with the Company's prior written consent.

Conflicts of Interest: Consultant represents that acceptance of this Agreement will not create a conflict of interest with any existing obligations. Consultant shall promptly disclose any matter that may reasonably be expected to give rise to a conflict.

Insurance, Indemnity and Limitation of Liability

Insurance: Consultant shall maintain at its expense all insurance coverage reasonably necessary to perform the Services, including commercial general liability and professional liability as applicable. Evidence of coverage shall be provided to the Company upon request.

Indemnity: Consultant shall indemnify, defend and hold harmless the Company from and against all claims, liabilities, losses and expenses arising out of Consultant's breach, negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or Consultant's breach of confidentiality or IP assignment obligations, neither party shall be liable for consequential, incidental, special or punitive damages.

Representations; Background Checks; Authorization

Consultant represents and warrants that the information provided to the Company is true, complete and correct. Consultant authorizes the Company and its agents to contact prior employers, references and educational institutions and to conduct background checks, criminal history searches and verification of credentials as may be necessary to confirm Consultant's qualifications.

Authorization to Contact:   Consultant authorizes contact with prior employers and references listed in this Agreement.

Employment History

Employer 1

From:   To:

Employer 2

From:   To:

Education

Professional References (3)

Reference 1

Reference 2

Reference 3

Termination

Termination for Convenience: Either party may terminate this Agreement upon providing written notice. Termination for Cause: The Company may terminate immediately for material breach, dishonesty, gross negligence or willful misconduct.

Governing Law; Notices

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

Applicant Certification and Authorization

I certify that all information provided in this Agreement and any attachments is true, correct and complete to the best of my knowledge. I understand that any material misstatement or omission may result in termination of this engagement or other remedies.

Background Check Authorization: I authorize the Company to obtain background checks, verify employment history, professional references and educational credentials as required for this engagement.

Additional Terms

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