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- 1 - BUSINESS CONSULTANT PLACEMENT AGREEMENTfor COMPUTER SYSTEM WORK THIS AGREEMENT , is entered into this ____ day of _________, 20__ between _____________________, ("Client") having its principal place of business at _____________________________, and _________, Business Consultant Placement Division ("_____________’s") having its principal place of business at _____________________, ____________, _______________________, _____. WHEREAS , the Client is desirous of engaging the services of ___________________’s Consultant Personnel as INDEPENDENT CONTRACTOR(s) to perform software design, programming, writing, debugging, modifying, sales and technical support for the products and systems of Client, and _____________________’s Consultant Personnel desire to perform such services, all on the basis set forth more fully herein; NOW, THEREFORE , in consideration of the promises, mutual covenants and agreements set forth herein and other good and valuable consideration, the parties hereto agree as follows: 1. DEFINITIONS: (a) The term "Inventions" means discoveries, improvements and ideas (regardless of whether or not patentable or copyrightable) relating to any part of the business or activities of Client. (b) The term "Confidential Information" means any information, technical data or know-how of Client, including without limitation, Client’s research, products, software, services, development, engineering, marketing or finance which is disclosed by Client whether directly or indirectly in writing, orally or by drawings or inspections of parts or equipment to _____________’s Consultant Personnel. (c) The term "Client System" means the programs, program decks, routines, subroutines, translators, compilers, operating systems, object and source codes, updates thereto, and related items, including, but not limited to, specifications, lay-outs, cards, card decks, charts and other like material and documentation, together with all information, data and know-how, technical or otherwise, included therein, manuals, print-outs and notes, discs, diskettes, tapes or cassettes used therefor, both masters and duplicates, and any changes, modifications or improvements thereafter. 2. PLACEMENT The Client agrees to place _____________’s Consultant Personnel (_____________ name of consultant or consultants) and _____________’s Consultant Personnel hereby agree(s) to accept such placement, upon the terms and conditions set forth in this Agreement. 3. TERM Subject to earlier termination, as hereinafter provided, the term of _____________’s - 2 - Consultant Personnel’s placement hereunder (the "Term") shall commence on the date hereof, and shall terminate on _____________________________ and shall be automatically renewed from year to year thereafter unless either party gives at least thirty (30) days prior written notice of termination. 4. DUTIES During the Term, _____________’s Consultant Personnel shall perform the development, maintenance, support and consulting services with regard to the Client System as are specified on "Schedule A" attached hereto (the "Services") at times mutually agre ed to by the Client and _____________. _____________’s Consultant Personnel shall at all times provide the services as specified by the Client’s "Project Manager" who shall oversee the performance of _____________’s Consultant Personnel. _____________’s shall also provide such programmers and other Consultant Personnel as may be required to fulfill its obligations hereunder and as may be reasonably acceptable to the Client. _____________’s shall keep its Consultant Personnel reasonably available to the Client during the Term and shall perform the Services in a timely, professional manner. 5. COMPENSATION (a) For all Services rendered hereunder, the Client shall pay _____________’s a maximum consulting fee of $_____________ during the Term payable weekly in arrears on the basis of $_____________ per man-hour of _____________’s Consultant Personnel time during the preceding week. (b) _____________’s Consultant Personnel shall maintain complete and accurate records of man-hours spent by Consultant Personnel in connection with the performance of the Services and shall provide the Client with a statement at t he end of each week detailing the Services rendered and the man-hours spent during the week then ended. 6. WARRANTIES, REPRESENTATIONS _____________’s warrants and represents that its Consultant Personnel are capable of fulfilling the terms of this Agreement and are fully acquainted with the hardware, operating system, other software and peripherals of Client’s Systems. 7. NON-DISCLOSURE OF INFORMATION _____________’s acknowledges and agrees that the Client System, its concept, the ideas associated with it, its form, and any and all ensuing series or derivations based upon it, constitute valuable trade secrets and proprietary information and data of Client and that they are and shall at all times remain the sole and exclusive property of Clie nt and that Client has all right, title and interest therein. _____________’s agrees that its Consult ant Personnel shall use reasonable efforts to hold in strict confidence all information which is in any manner related to Client’s System. _____________’s further agrees that it shall use reasonable care in the selection and assignment of personnel to work with such information or any ideas related thereto. _____________’s does not have and shall not be deemed to have any right, title or interest in Client System, whether under t rade secrecy, copyright, patent or related laws. _____________’s further agrees that neither _____________’s nor any of the _____________’s Consultant Personnel, or agents, or - 3 - others will transfer, lease, license, publish, use, disclose or divulge the contents of, or any aspects of, Client’s System to third parties unless specifically authorized in advance by the written consent of Client. 8. RELATIONSHIP OF PARTIES It is understood and agreed that _____________’s Consultant Personnel are independent contractor(s) and that the _____________’s Consultant Personnel shall perform services under the general direction of Client as to the results of such activity, but that _____________’s shall determine, in _____________’s sole discretion, the manner and means by which the services of _____________’s Consultant Personnel are accomplished, subject to the express condition that _____________’s Consultant Personnel shall at all times comply with applicable laws, regulations and polici es of Client. It is also expressly understood that _____________’s and _____________’s Consultant Personnel are not agents or employees of Client, and have no authority whatsoever to bind Client by contract or otherwise. 9. EMPLOYMENT TAXES AND BENEFITS _____________’s acknowledges and agrees that it shall be the obligation of the _____________’s to report as income all compensation received by _____________’s pursuant to this Agreement. _____________’s shall indemnify Client and hold it harmless from and against any obligation imposed on Client to pay taxes, insurance or similar items in connection with any payments made to _____________’s by Client pursuant to this Agreement on account of _____________’s or _____________’s Consultant Personnel. Neither _____________’s nor any of _____________’s Consultant Personnel, shall be entitled to participate in any plans, arrangements or distributions by Client pertaining to any bonus, stock option, profit sharing, insurance, or similar benefits. 10. PROPERTY OF CLIENT With respect to all Inventions made or conceived by _____________’s Consultant Personnel (either solely or jointly with others) during the period of _____________’s Consultant Personnel’s service and work for Client, which utilizes Client’s Confidential Information; and with respect to Inventions made or conceived by _____________’s Consultant Personnel (solely or jointly with others) within _____ year(s) after termination of such service which utilized Client’s Confidential Information: (a) _____________’s will and hereby does assign to Client, or to such subsidiary corporation as Client may designate, all of _____________’s rights to all such Inventions, and to all Applications for Letters Patent and Applications for Copyright and for all Letters Patent and Copyrights granted thereupon covering all such inventions. (b) _____________’s will promptly upon request by Client (at the sole expense of Client) execute, acknowledge and deliver to Client such written instruments and do such other lawful acts as may be necessary in the opinion of Client and/or its Counsel, to obtain and maintain Letters of Patent or Copyright and to vest the entire right, title and interest thereto in Client or in such subsidiary corporati on as Client may designate. - 4 - (c) _____________’s hereby acknowledges and agrees that all works of authorship, included in the Inventions, shall be considered " WORKS MADE FOR HIRE" pursuant to §201(b) of the 1976 Copyright Act, and that all ownership of patent and/or copyright in such works shall vest entirely in Client. To the extent that the foregoing does not convey all rights in such works of authorship to Client, and in the event that the Inventions are not subject to copyright law, _____________’s agrees to assign, and does hereby assign to Client, all of _____________’s entire right, title and interest in and to all such Inventions and all copyrights, copyright registrations, patent applications filed, and patents granted thereon. 11. INDEMNIFICATION AND LIABILITY INSURANCE _____________’s does hereby indemnify and shall hold harmless (including all costs of litigation and reasonable attorney’s fees) Client, its corporate affiliates, and any e mployee or agent thereof against all liability to third parties arising from the negligence of _____________’s Consultant Personnel or its agents in providing services to Client under this Agreement. _____________’s agrees to maintain adequate liability insurance, and to provide Client proof of same upon request. 12. PATENT AND COPYRIGHT INDEMNITY _____________’s will indemnify and defend or settle any claim, suit, action or proceeding brought against Client, to the extent that such claim, suit, action or proc eeding is based on a claim that _____________’s Consultant Personnel’s services provided to Client under this Agreement constitutes an infringement or misappropriation of a patent , copyright or other proprietary right. _____________’s will pay resulting costs, damages and attorney’s fees. 13. NON-INTERFERENCE WITH CLIENT’S BUSINESS _____________’s agrees that it will not, during the period of _____________’s Consultant Personnel’s services to Client, and for a period of one (1) year thereafter, interfere with or attempt to impair the relationship between Client and a ny person or firm that is a customer of Client at the time of the termination of _____________’s Consultant Personnel’s services. Nor will _____________’s attempt, directly or indirectly to solicit, entice, hire or to otherwise induce any customer or employee of Client to terminat e such customer or employee relationship with Client. 14. RETURN OF PROPRIETARY INFORMATION Upon termination of this Agreement, _____________’s Consultant Personnel shall return to Client any and all Proprietary Information (including any copies or reproductions thereof) in its possession or control and shall cease using any of such Proprietary Information. 15. TERMINATION _____________’s Consultant Personnel’s placement hereunder shall be terminated (a) upon the Consultant’s death or disability, which shall be defined as the Consultant’s inability to perform his or her duties required hereunder by reason of illness or incapacity for a continuous period of ninety (90) days or for a period of four (4) months in any six - 5 - (6) month period, or (b) for cause, which shall be defined as the Consultant’s failure to comply with any of the material terms of this Agreement, including, without limitation, the Consultant’s violation of the provisions of Paragraphs 1, 4, 6 and 7. In the event of the termination of this Agreement, whether pursuant to this Paragraph 15, at the end of the Term or otherwise, _____________’s Consultant Personnel shall have no rights to the Client System or against the Client except for its right to receive the com pensation specified in Paragraph 5(a) and (b) prorated to the date of termination. 16. GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of _______________________. 17. ARBITRATION (a) Any dispute, controversy or claim relating to this Agreement or any breach or default in the performance of the terms and conditions thereof shall be settled by arbitration in the City of _______________________, in the State of _______________________, in accordance with the then-existing arbitration rules promulgated by the American Arbitration Association ("AAA"). The decision of the arbitrators shall be final and binding on the parties, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any arbitration award shall include attorneys' fees for the prevailing party. (b) In any arbitration proceeding under Paragraph 17, the rights of the parties shall be determined according to the governing law set forth in Paragraph 16 above, and the arbitrators shall apply such law. 18. SEVERABILITY It is understood that if any provision of this Agreement is declared to be invalid by a court of competent jurisdiction, such provision shall be severed from this Agreement and the other provisions hereof shall remain in full force and effect. 19. ENTIRE UNDERSTANDING It is understood that this Agreement contains the entire understanding of the parties with respect to the subject matter contained herein. There are no promises, covenants or understandings other than those expressly set forth herein. This Agreement may not be modified except by a writing signed by authorized representatives of Client and _____________’s. 20. ASSIGNMENT It is understood that _____________’s may not assign any rights under this Agreement. Subject to the foregoing sentence, this Agreement shall be binding upon Client, its successors and assigns, as well as upon _____________’s heirs, executors and administrators. 21. WAIVER It is understood that no delay or omission in exercising any right or remedy identified - 6 - herein shall constitute a waiver of such right or remedy, and shall not be construed as a bar to or a waiver of any such right or remedy on any other occasion. 22. ACCEPTANCE It is understood that upon acceptance by Client as above provided, this instrument supersedes any former written agreement heretofore executed relating to the subject matter of this Agreement. IN WITNESS WHEREOF Client agrees that it has carefully read and understands the terms of this Agreement and has signed this Agreement on the date written below. _____________’s agrees the provisions of this Agreement shall be applicable commencing with the date of _____________’s signing of this Agreement. ______________________________ Client: _ By: By: Title: Title: Date: Date: