Consulting Services Agreement

Contract with Consultant as Independent Contractor
with Limitation of Liability Clause

Agreement made on the day of between

of ,

referred to herein as Consultant, and , a corporation organized and existing under the laws of the state of with its principal office located at

, referred to herein as Corporation.

Whereas, Corporation is in the business of , and in the conduct of such business desires to consult with Consultant on the following described matters:

and;

Where Consultant agrees to perform such consulting services under the terms and conditions set forth in this Agreement;

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:

I. Nature of Work

Consultant will perform consulting and advisory services on behalf of the Corporation with respect to all matters relating to or affecting and make a written report to Corporation of Consultant's findings and suggestions on or before

II. Place of Work

It is understood and agreed that Consultant's services will be rendered principally at ,

but that Consultant will, on request, come to the Corporation's offices at ,

or such other places as designated by the Corporation, to meet with representatives of the Corporation.

III. Time Devoted to Work

In the performance of the services, the services and the hours that Consultant is to work on any given day will be entirely within Consultant's control and Corporation will rely upon Consultant to put in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this Agreement. This arrangement will probably take about , although there will be some weeks during which Consultant may not perform any services at all or, on the other hand, may work the full week.

IV. Payment

Corporation will pay Consultant $ per month on or before the day of each month for services performed the prior month. In addition, Consultant will be reimbursed for all traveling and living expenses while away from his main office at

. Consultant agrees to submit receipts or other evidence of such expenses to Corporation in order to obtain reimbursement.

V. Duration

The parties contemplate that this Agreement will run for from date of this Agreement, provided however, the Agreement shall be considered as a firm commitment on the part of the parties for a period of form the date of this Agreement. At any time prior to of any year, either party may notify the other that the arrangement is not to continue beyond the ensuing . In the absence of any such notification, this Agreement will run from year to year up to the maximum period of years.

VI. Independent Contractor Status of Consultant

This Agreement calls for the performance of the services of Consultant as an independent contractor and Consultant will not be considered an employee of the Corporation for any purpose.

VII. Confidentiality Agreement

Consultant agrees that: (a) all knowledge and information that Consultant may receive from Corporation or from its employees or other consultants of Corporation, or by virtue of the performance of services under and pursuant to this Agreement, relating to inventions, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data that belong to Corporation or to those with whom Corporation has contracted regarding such information; and (b) all information provided by Consultant to Corporation in reports of work done, together with any other information acquired by or as direct result of employment as a Consultant by Corporation, shall be regarded by Consultant as strictly confidential and held by Consultant in confidence, and solely for Corporation's benefit and use, and shall not be used by Consultant or disclosed by Consultant to any person whatsoever except with Corporation's prior written permission.

VIII. Limitation of Liability

Consultant's entire liability under this Agreement, if any, for damages relating to this Agreement and/or Consultant's performance pursuant to this Agreement, whether based on contract or negligence, shall be limited to the amount paid to Consultant pursuant to this Agreement relative to the period of occurrence of events which are the basis of such claims. In no event will Consultant, his employees, agents, or affiliates, be liable for any lost profits or any consequential damages, arising from or in any way related to this Agreement or the Consultant's performance pursuant to this Agreement.

IX. Injuries to Consultant

Consultant waives any rights to recovery from Corporation for any injuries that Consultant may sustain while performing services under and pursuant to this Agreement and that are a result of Consultant's own negligence.

X. Assignments

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

XI. Modifications to Agreement

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

XII. Notices

Any notice provided for or concerning this Agreement shall be in writing and 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.

XIII. Governing Law

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

XIV. 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.

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