Consultant Agreement

Contract with Consultant as Independent Contractor

(with Confidentiality Agreement and Covenant not to Compete)

Consulting Agreement made (date), between of (street address, city, county, state, zip code), hereinafter called Consultant, and (Name of Employer), a Corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Corporation.

Whereas, Corporation is in the business of (type of business), and in the conduct of such business desires to have the following services performed by Consultant: .

Consultant agrees to perform these services for Corporation under the terms and conditions set forth in this Agreement.

For and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

1. Nature of Work

Consultant will perform consulting and advisory services on behalf of the Corporation with respect to all matters relating to or affecting (particular aspects of business). As a part of Consultant's services, Consultant will consult with employees of the Corporation, review their findings concerning and make suggestions on the same.

2. Place of Work

It is understood that Consultant's services will be rendered principally at (street address, city, county, state, zip code), but that Consultant will, on request, come to the Corporation's offices at (street address, city, county, state, zip code), or such other places as designated by the Corporation, to meet with representatives of the Corporation.

3. Time Devoted to Work

In the performance of the services, the services and the hours 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 (e.g., three days of work per week) , 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.

4. Payment

Corporation will pay Consultant $ annually, payable in equal monthly installments on or before the day of each month on account of the prior month. In addition, Consultant will be reimbursed for all traveling and living expenses while away from the area of . Consultant agrees to submit receipts or other evidence of such expenses to Corporation in order to obtain reimbursement.

5. Duration

The parties contemplate that this Agreement will run for (e.g., three) years from date of this Agreement, but, in the first instance, the Agreement shall be considered as a firm commitment on the part of the parties for a period of (e.g., one year) commencing (date). At any time prior to of any year, either party may notify the other that the arrangement is not to continue beyond the ensuing (month and day). In the absence of any such notification, this agreement will run from year to year up to the maximum period of (e.g. three) years.

6. 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.

7. Services for Others

Since Consultant will acquire or have access to information that is of a highly confidential and secret nature, it is expected that Consultant will not perform any services for any other person or firm without Corporation's prior written approval, which approval will not be unreasonably withheld.

8. Services after Termination and Covenant Not to Compete

Consultant agrees that, for a period of (i.e., two) years following the termination of this Agreement, Consultant will not directly or indirectly:

A. Perform any similar services for any person or firm engaged in the business of in County, (state).

B. If any restriction set forth in this Section 8 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

C. The restrictions contained in this Section 8 are necessary for the protection of the business and goodwill of the Corporation and are considered by Consultant to be reasonable for such purpose. Consultant agrees that any breach of this Section 8 will cause the Corporation substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Corporation shall have the right to seek specific performance and injunctive relief.

9. Confidentiality

Consultant agrees that: (a) all knowledge and information that Consultant may receive from Corporation or from its employees or other contractors of Corporation, or by virtue of the performance of services under and pursuant to this Agreement, relating to such as designs, customer information, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data, 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 and during the term of such employment, 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 directly or indirectly disclosed by Consultant to any person whatsoever except to Corporation or with Corporation's prior written permission.

10. 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.

11. Governing Law

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

12. 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.

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. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.