Marketing Consultant Agreement

Marketing Consultant Agreement between Purchaser of Business and Former Employee

This Consulting Agreement is made on the , between , a corporation organized and existing under the laws of the state of with its principal office located at , referred to herein as Company, and , of , referred to herein as Consultant.

Whereas, Company recently purchased located at , hereinafter called purchased company, and Consultant formerly worked in marketing for purchased company; and

Whereas, Company in need of assistance in learning how purchased company marketed its products of ; and

Whereas, Consultant has agreed to perform consulting work for the Company in providing consulting services and marketing support; and

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. Consultant's Services. Consultant shall be available and shall provide to the Company professional consulting services in the area of marketing, hereinafter called Consulting Services, as requested by Company.

2. Consideration. In consideration for the Consulting Services to be performed by Consultant under this Agreement, the Company will pay Consultant at the rate of $ per hour for time spent on Consulting Services. Consultant shall submit written, signed reports of the time spent performing Consulting Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered. The Company shall pay Consultant the amounts due pursuant to submitted reports within days after such reports are received by the Company.

3. Marketing Consultant Job Description. Consultant's duties shall include, but not be limited to acquainting marketing staff of Company with the details of the marketing operation of purchased company.

4. Independent Contractor. Consultant is an independent contractor and is not an employee, servant, partner or joint venturer of Company. Company 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. Company 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 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 his services to Company.

5. Confidentiality. In the course of performing Consulting Services, the parties recognize that Consultant may come in contact with or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to the Company trade secrets and systems, which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

6. Term. This Agreement shall commence on and shall terminate on unless earlier terminated by either party hereto. Either party may terminate this Agreement upon day's prior written notice. The Company may, at its option, renew this Agreement for an additional term on the same terms and conditions as set forth herein by giving notice to Consultant of such intent to renew on or before .

7. 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.

8. 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.

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

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

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