Consulting Agreement

Agreement to Employment of Consultant to Prepare Financial Legal Report

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Company, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Consultant.

Whereas, Company wishes to contract with Consultant for the services of Consultant in the field of ; and

Whereas, Consultant is willing and qualified to perform such services;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services

It is understood that services provided by Consultant pursuant to this Agreement shall be so provided on a day-to-day, or as needed basis. Company shall have sole discretion to determine the need for continued providing of such services. Consultant shall not perform services the cost of which would exceed the dollar authorization set forth in Company's written authorization. Company shall have sole discretion to establish the minimum qualifications necessary for the performance of any service to be rendered by Consultant under and pursuant to this Agreement. Further, if at any time and at its sole discretion, Company determines that the services performed under and pursuant to this Agreement by any of Consultant's employees are not satisfactory, it will so notify Consultant in writing and Consultant shall immediately withdraw such individual and, at Company's option, furnish an individual who meets the qualifications required. Consultant agrees to perform such services as may be requested in writing by Company, including, but not limited to, gathering financial and related information, discussing same with the Company’s Attorney, CPA, Insurance Agency, and/or Financial Advisor in order to design a financial legal report.

2. Contents of Financial Legal Report

The contents of said financial legal report will include, but not be limited to a detailed description of the following:

A. Assessed value of properties owned or under the control of Company;

B. A breakdown of the annual cost of doing business or cost of operations of Company;

C. Income of the Company from all sources; and

D. An analysis of any disparity between revenues generated by the Company and resulting expenses.

3. Compensation

Company shall compensate Consultant as follows:

A. $ per hour for the effort expended by Consultant pursuant to this Agreement.

B. Actual expenses incurred by Consultant directly related to Consultant's performance under and pursuant to this Agreement.

C. Payment under this section by Company shall be net days from the date of receipt by Company of Consultant's invoice setting forth the total effort expended and actual expenses incurred and paid for by Consultant. Consultant's invoice for expenses shall be supported by appropriate receipts.

4. Consultant’s Employees

Employees of Consultant who perform services for Company under and pursuant to this Agreement shall be bound by the provisions of this Agreement and Consultant shall, at the request of Company, furnish to Company satisfactory evidence to that effect and that such employees are in fact employees of Consultant.

5. Confidentiality

Consultant agrees that the following shall for all time and for all purposes be regarded by Consultant as strictly confidential and held by Consultant in confidence, and solely for Company's benefit and use, and shall not be used by Consultant or directly or indirectly disclosed by Consultant to any person whatsoever except to Company or with Company's prior written permission:

A. All knowledge and information that Consultant may receive from Company or from its employees or other consultants or independent contractors of Company, or by virtue of the performance of services under and pursuant to this Agreement, relating to trade secrets, products, processes, inventions, machinery, apparatus, prices, discounts, costs, business affairs, marketing, management, future plans, or technical data that belong to Company or to those with whom Company has contracted regarding such information; and

B. All information provided by Consultant to Company in reports of work done, together with any other information acquired by or as direct result of employment as a Consultant by Company and during the term of such employment,

6. Term and Termination

This Agreement shall become effective on the date stated above and shall continue for a period of days. In addition to terminating at the end of such period, this Agreement may be terminated pursuant to the following:

A. Immediately on the death or incapacity of any person employed by Consultant who, in the sole opinion of Company, was essential for the successful performance of Consultant's obligations under and pursuant to this Agreement;

B. By either party, with or without cause at any time, on days' prior written notice; or

C. By Company, at any time, on days' prior written notice, if Consultant assigns this Agreement, or any right or obligation under this Agreement, without Company's prior written consent; or if there is a change in the control or management of Consultant that is unacceptable to Company; or if Consultant ceases to function as a going concern, or to conduct its operations in the normal course of business.

The obligations of Consultant under Section 4 above, shall survive any expiration or termination of this Agreement. On termination of this Agreement, Consultant will return to Company all written information, drawings, models, and other materials or files supplied to Consultant or created by Consultant at the expense of Company.

7. Loss or Damage

Consultant shall be responsible for and shall reimburse Company for all loss or damage to Company's property, property of third parties, or personal injury caused by the acts or omissions of Consultant, its agents, or employees during the term of this Agreement.

8. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

17. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.