Design Consultant Agreement

Agreement for Training and Consulting Services

Agreement made on the , 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 Customer.

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 Provided

Consultant agrees to provide Customer consulting services described on Exhibit A. The parties may change the services provided any changes are signed by authorized agents for both parties. Customer agrees to furnish any facilities, personnel and equipment necessary to facilitate Consultant's providing the Services.

2. Compensation

Customer 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 Customer shall be net days from the date of receipt by Customer 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.

3. Personnel of Consultant

Consultant will provide adequate staff to render the Services. In the event that any Consultant staff is found to be unacceptable to Customer, Customer shall notify Consultant of such fact and Consultant shall work with Customer to resolve the problem including removal of staff and providing a replacement acceptable to Customer.

4. Independent Contractor

Consultant is an independent contractor and is not an employee, servant, partner or joint venturer of Customer. Customer shall determine the services to be provided by Consultant, but Consultant shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Customer is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Consultant is not entitled to receive the benefits which employees of Customer are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Customer.

5. Project Management

Customer shall designate a project manager for the Services (the Project Manager) who shall act as a liaison between Customer and Consultant. Consultant and Project Manager shall hold meetings and issue reports as the parties deem necessary to complete the services.

6. Records and Taxes

Consultant shall maintain complete and accurate accounting records, in a form in accordance with generally accepted accounting principles, to substantiate Consultant's charges and expenses hereunder and Consultant shall retain such records for a period of one (1) year from the date of final payment. Customer agrees to pay the amount of any sales, use, excise or similar taxes applicable to the performance of the Services, if any, or, in lieu thereof, Customer shall provide Consultant with a certificate acceptable to the taxing authorities exempting Customer from payment of these taxes.

7. Indemnity and Insurance

A. Consultant agrees to defend at his own cost and expense any claim or action against Customer for actual or alleged infringement of any United States patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any service furnished to Customer by Consultant pursuant to the terms of this Agreement. Consultant agrees, should Customer's use of any service furnished to Customer by Consultant be enjoined by any court, to promptly obtain, at no expense to Customer, the right to continue to use the items so enjoined or, at no expense to Customer, provide Customer promptly with substitute items to the enjoined products. The limit to Consultant's liability for all costs, expenses, judgments, fees and settlements under this provision shall be the amount Customer has paid under this Agreement.

B. Customer agrees to defend at its own cost and expense any claim or action against Consultant based on Customer's products or services (excluding rights licensed from Consultant) including claims for actual or alleged infringement of any United States patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets). The limit to Customer's liability for all costs, expenses, judgments, fees and settlements under this provision shall be the amount Customer has paid to Consultant under this Agreement.

C. Consultant shall procure and maintain for itself and its employees all insurance coverages as required by Federal or State law, including workers' compensation insurance.

8. Confidentiality and Proprietary Rights

A. The parties acknowledge that Customer and Consultant each own valuable trade secrets, and other confidential information. Such information may include software code, routines, data, know-how, designs, inventions and other tangible and intangible items. All such information owned by the parties is defined as Confidential Information. This provision does not apply to Confidential Information that is:

• In the public domain through no fault of the receiving party,

• Was independently developed as shown by documentation,

• Is disclosed to others without similar restrictions, or

• Was already known by the receiving party.

B. The parties agree that they will not, at any time during or after the term of this Agreement, disclose any Confidential Information to any person, and that upon termination of this Agreement, each party will return any Confidential Information that belongs to the other party.

C. All services provided under this Agreement and all materials, products, inventions, works, and deliverables developed or prepared by Consultant under this Agreement are the property of Consultant and all title and interest therein shall vest in Consultant. These rights include patent rights, copyright, derivative rights, trade secrets, and trademarks. All intellectual property owned by Customer shall belong to Customer. Consultant grants Customer a non-exclusive, worldwide, perpetual, royalty free license to make, use, or sublicense any of Consultant's intellectual property developed or prepared under this Agreement.

9. Warranties

Consultant warrants that each of his employees assigned to perform services under this Agreement shall have the proper skill, training and background to perform in a competent and professional manner. Customer acknowledges that the services include unknown and unforeseen problems and Consultant shall attempt to solve such problems. Customer acknowledges that Consultant does not warrant that there will be a satisfactory solution to all problems. CUSTOMER AGREES THAT CONSULTANT WARRANTS ITS SERVICES 'AS IS' AND THAT CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER AGREES CONSULTANT SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR ANY DIRECT OR INDIRECT DAMAGES. Customer acknowledges that the rates charged by Consultant would be substantially higher but for these limitations.

10. Term and Termination

This Agreement shall commence when last signed by both parties and shall continue for a period of . In the event of any material breach of this Agreement by either party, the other party may cancel this Agreement. Either party may terminate this Agreement, with or without cause, by giving the other party two weeks prior written notice of its election to terminate. In such case, Customer agrees to pay Consultant for all charges and expenses incurred by the Consultant up to the effective date of termination.

11. 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.

12. 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.

13. Governing Law

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

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. In this Agreement, 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.