Examiner Employment Agreement

EXAMINER EMPLOYMENT AGREEMENT

Parties

Recitals

WHEREAS, Employer: is engaged in activities requiring qualified examiners to perform examinations and related services; and

WHEREAS, Examiner: represents that Examiner has the requisite qualifications, certifications and experience to perform the duties described below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Examiner shall perform the examinations, investigations and reporting services described below and such related duties as Employer may reasonably assign consistent with Examiner's role and expertise.

Compensation and Payment Terms

Employer shall pay Examiner compensation as set forth below in consideration for satisfactory performance of the Scope of Work.

All amounts payable under this Agreement are payable in lawful currency, are exclusive of applicable taxes unless otherwise agreed, and Examiner is responsible for all employment taxes and withholdings unless otherwise required by law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Employer may terminate this Agreement immediately for Cause. For purposes of this Agreement, "Cause" includes gross negligence, willful misconduct, material breach of this Agreement, conviction of a felony related to job duties, or loss of required professional license or certification. Examiner may terminate for Employer's material breach if Employer fails to cure such breach within the notice period set forth above.

Upon termination or expiration, Examiner shall cease performing services, submit a final invoice for all unpaid services performed through the effective date, and promptly return all Employer property and Confidential Information as defined herein.

Confidentiality

Examiner acknowledges that during the course of performing services Examiner will have access to trade secrets, confidential business information, client data, and other proprietary information ("Confidential Information"). Examiner shall not disclose, use, copy or permit the use of any Confidential Information except as authorized in writing by Employer or as required to perform the Scope of Work. Examiner shall implement reasonable safeguards to protect Confidential Information.

The obligations in this section survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Examiner hereby assigns to Employer all right, title and interest in and to any inventions, reports, work product, analyses, data, and other materials created, developed or reduced to practice by Examiner in connection with the Scope of Work. Examiner agrees to execute documents reasonably necessary to effectuate such assignment.

Representations and Warranties

Examiner represents and warrants that Examiner possesses the professional licenses, certifications and qualifications required to perform the Scope of Work, that Examiner's performance will conform to applicable professional standards, and that Examiner's performance will not infringe third-party rights.

Indemnification; Limitation of Liability

Examiner shall indemnify and hold Employer harmless from and against any claims, liabilities, losses and expenses arising from Examiner's gross negligence or willful misconduct in the performance of services. Employer's aggregate liability to Examiner for any claim arising under this Agreement shall not exceed the total compensation paid to Examiner under this Agreement during the preceding twelve (12) months.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute shall be in the state or federal courts located within that State.

Entire Agreement; Amendment

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings and representations. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Employer may assign to an affiliate or successor.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing.

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