Fill and Sign the Ex 101 2 Ex10 1htm Exhibit Form

Consulting Agreement with Independent Contractor Consulting Agreement made this __________________ (date) , between __________________ (Name of Corporation), a corporation organized and existing under the laws of the state of __________________ (name of state), with its principal office located at _____________________________________________ (street address, city, county, state, zip code) , referred to herein as Corporation, and ________________________ (Name of Consultant), of _____________________________________________ (street address, city, county, state, zip code), referred to herein as the Consultant. Whereas, Corporation is in the business of ________________________ (type of business), and in the conduct of such business desires to have the following services, as a Consultant, to be performed by Consultant: _____________________________________________ (description of services); and Whereas, Consultant agrees to perform these services for Corporation 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 _____________________________________________ (description of scope of consulting). As a part of Consultant's services, Consultant shall suggest to employees of the Corporation and review their findings concerning _____________________________________________ (description of scope of consulting) and make suggestions on the same. II. 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. III. 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 __________________ (number) 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. IV.Payment. Corporation will pay Consultant $__________________ annually, payable in equal monthly installments on or before the __________________ (number) 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 __________________ (name of city), __________________ (name of state). Consultant agrees to submit receipts or other evidence of such expenses to Corporation in order to obtain reimbursement. V.Term. This Agreement is effective as of the date signed by both parties and shall continue in effect until cancelled by either party upon written notice to the other party.VI.Independent Contractor Relationship. The Contractor is an independent contractor and is not an employee, servant, agent, partner or joint venturer of the Company. The Company shall determine the work to be done by the Contractor, but the Contractor shall determine the legal means by which it accomplishes the work specified by the Company. The Company is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which he/she owes the Contractor. Neither the Contractor nor his/her employees shall be entitled to receive any benefits which employees of the Company 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 their work for the Company.VII. Risk; Indemnification. Contractor shall perform the work at his/her own risk. The Contractor assumes all responsibility for the condition of tools, equipment, material and job site. The Contractor shall indemnify and hold harmless the Company from any claim, demand, loss, liability, damage or expense arising in any way from the Contractor's work.VIII.Term. This Agreement is effective as of the date signed by both parties and shall continue in effect until cancelled by either party upon written notice to the other party.IX.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.X.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ (name of state).XI.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.XII. 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. XIII. 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.XIV. 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.XV.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. XVI. 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.XVII. 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.XVIII. 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. ________________________Name of Company________________________ ________________________________ (Signature of Officer) (Signature of Contractor) ________________________ ________________________ (Printed Name of Officer) (Printed Name of Contractor)