Contract with Provider

Employment Contract with Project Manager of Provider of Supply Chain Logistics

Employment agreement made , between

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

Whereas, Employer is engaged in the business of providing supply chain logistics, and maintains an office at ; and

Whereas, Employee has been engaged and has had a great deal of experience in managing supply chain logistics; and

Whereas, Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants, 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:

1. EMPLOYMENT

A. Employer employs, engages, and hires Employee as a Project Manager to manage supply chain logistics performed by Employer. Employee accepts and agrees to such hiring, engagement, and employment, subject to the general supervision and pursuant to the orders, advice, and direction of Employer.

B. Employee shall perform such other duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by Employer, and shall render the following services to and on behalf of Company as may be assigned to him to him from time to time by Employer:

1. Collect data, perform statistical analysis, and maps and document processes;

2. Recommend and implement process improvement;

3. Applies company methodologies and tools to design SCL lean systems;

4. Establish and implement performance measures;

5. Conducts Supply Chain and/or inventory analyses;

6. Redesign and/or re-engineer logistics processes;

7. Supports business development and create efficient designs and solutions;

8. Determines efficient utilization of resources by analyzing layouts, labor force, and equipment utilization charts;

9. Confer with stakeholders to implement efficient and competitive solutions;

10. Personally manage small and medium size projects;

11. Applies Lean Six Sigma (LSS) and Statistical Process Controls (SPC) tools;

12. Assists in the development and delivery of presentations to customers as part of the sales team effort;

13. Lead, coach, and mentor other employees and independent contractors as directed by Employer.

2. BEST EFFORTS OF EMPLOYEE

Employee agrees that he will at all times faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of Employer. Such duties shall be rendered at , and at such other place or places as Employer shall in good faith require or as the interest, needs, business, or opportunity of Employer shall require.

3. TERM OF EMPLOYMENT

The term of this agreement shall be a period of one year, commencing on , and terminating on , subject, however, to prior termination as provided in this Agreement. At the expiration date of , this Agreement shall be considered renewed for regular periods of one year, provided neither party submits a notice of termination.

4. COMPENSATION OF EMPLOYEE

Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee's services under this Agreement, compensation at the rate of $ per year, payable while this Agreement shall be in force. Employer shall reimburse Employee for all necessary expenses incurred by Employee while traveling pursuant to Employer's directions.

5. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS

In spite of anything contained in this Agreement to the contrary, if Employer shall discontinue operating its business at , then this Agreement shall terminate as of the last day of the month in which Employer ceases operations at such location with the same force and effect as if such last day of the month were originally set as the termination date of this Agreement.

6. OTHER EMPLOYMENT

Employee shall devote all of his time, attention, knowledge, and skills solely to the business and interest of Employer. Employee shall not, during the term of this Agreement, be interested directly or indirectly, in any manner, as partner, officer, director, shareholder, advisor, employee, or in any other capacity in any other business similar to Employer's business; provided, however, that nothing contained in this section shall be deemed to prevent or to limit the right of Employee to invest any of his money in the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything contained in this section be deemed to prevent Employee from investing or limit Employee's right to invest his money in real estate.

7. RECOMMENDATIONS FOR IMPROVING OPERATIONS

Employee shall make available to Employer all information of which Employee shall have any knowledge and shall make all suggestions and recommendations that will be of mutual benefit to Employer and Employee.

8. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER

In spite of anything contained in this Agreement to the contrary, Employee shall not have the right to make any contracts or commitments for or on behalf of Employer without first obtaining the express written consent of Employer.

9. AGREEMENTS OUTSIDE OF CONTRACT

This Agreement contains the complete agreement concerning the employment arrangement between the parties and shall, as of the effective date of this Agreement, supersede all other agreements between the parties. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or any representations including the execution and delivery of this Agreement except such representations as are specifically set forth in this Agreement, and each of the parties acknowledges that the party has relied on its own judgment in entering into this Agreement. The parties further acknowledge that any payments or representations that may have been made by either of them to the other prior to the date of executing this Agreement are of no effect and that neither of them has relied on such payments or representations in connection with the party's dealings with the other.

10. VACATION

Employee shall be entitled to days of paid vacation each year during the term of this Agreement, the time for such vacation to be determined by mutual Agreement between Employer and Employee.

11. 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 evidenced in writing signed by each party or an authorized representative of each party.

12. TERMINATION

A. This Agreement may be terminated by either party on days' written notice to the other. If Employer shall so terminate this Agreement, Employee shall be entitled to compensation for days.

B. In the event of any violation by Employee of any of the terms of this Agreement, Employer may terminate employment without notice and with compensation to Employee only to the date of such termination.

C. It is further agreed that any breach or evasion of any of the terms of this Agreement by either party will result in immediate and irreparable injury to the other party and will authorize recourse to injunction and or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled under this Agreement.

13. TERMINATION FOR DISABILITY

A. In spite of anything in this Agreement to the contrary, Employer has the option to terminate this Agreement if Employee shall, during the term of this Agreement, become permanently disabled as the term permanently disabled is fixed and defined in this Section. Such option shall be exercised by Employer giving notice to Employee by certified mail, addressed to him at , or at such other address as Employee shall designate in writing of Employer's intention to terminate this Agreement on the last day of the month during which such notice is mailed. On the giving of such notice, this Agreement shall cease on the last day of the month in which the notice is so mailed, with the same force and effect as if such last day of the month were the date originally set forth in this Agreement as the termination date of this Agreement.

B. For the purposes of this Agreement, Employee shall be deemed to have become permanently disabled, if, during any year of the term of this Agreement, because of ill health, physical or mental disability or for other causes beyond Employee's control, he shall have been continuously unable or unwilling or shall have failed to perform his duties under this Agreement for consecutive days, or if, during any year of the term of this Agreement, Employee shall have been unable or unwilling or shall have failed to perform his duties for a total period of days, irrespective of whether or not such days are consecutive. For the purposes of this Agreement, the phrase any year of the term of this Agreement is defined to mean any 12-calendar-months period commencing on and terminating on , during the term of this Agreement.

14. Noncompetition After Termination

Employee agrees that for a period of years after termination of his employment with Employer in any manner, whether with or without cause, Employee will not, within , directly or indirectly engage in the business of Supply Chain Logistics or in any other business competitive with Employer. Directly or indirectly engaging in business of Supply Chain Logistics or in any competitive business shall include, but not be limited to, engaging in business as owner, partner, or agent, or as employee of any person, firm, corporation, or other entity engaged in such business, or in being interested directly or indirectly in any such business conducted by any person, firm, corporation, or other entity.

15. Nondisclosure of Confidential Information during Employment and After Termination

Employee agrees that during the term of this employment agreement, and for a period of years after the end of such term, Employee will not disclose any information or data concerning the trade secrets, business or customers of Employer, disclosed to or acquired by Employee in confidence at any time during the term of this employment agreement.

16. 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.

17. 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.

18. Governing Law

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

19. Notices

Unless provided herein to the contrary, 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.

20. 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.

21. 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.

22. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

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