Consultant Services Agreement

Agreement between Cable Television Contractor and Subcontractor

Agreement made, effective as of the day of , 20, by and between (Name of Cable Television Contractor), a corporation organized and existing under the laws of the State of , with its principal office located at , referred to in this Agreement as Company, and (Name of Subcontractor) of , referred to in this Agreement as Service Representative.

Whereas, Company provides (describe nature of services and products) primarily in (State), but in neighboring states as well; and

Whereas, Service Representative is familiar with the services and products of Company, and desires to serve as an independent service subcontractor for Company; and

Whereas, Company desires to hire Service Representative to act as an independent service representative for it pursuant to the terms of 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:

1. Appointment as Independent Service Representative and Acceptance of Appointment

Service Representative is hereby appointed to be an independent service representative for Company in the State of . Service Representative accepts such appointment subject to terms, conditions, and covenants set forth in this Agreement. Service Representative’s particular responsibilities with the Company are set forth in Exhibit A attached hereto and initialed by both parties.

2. Expenses

Service Representative shall pay all of his own expenses in connection with his duties with the Company except as set forth in Paragraph 3 of this Agreement.

3. Compensation

Company will pay Service Representative a fee for his services on the following terms: (e.g., $ per hour). Service Representative shall submit detailed invoices for all services rendered under this Agreement on a monthly basis. In addition, Company will reimburse Service Representative for reasonable expenses incurred in travel (provided such travel was preapproved by Company) as follows: (a) air travel expenses at coach rate; (b) hotel and lodging charges at standard corporate rate; (c) rental rate for mid-size automobile; and (d) reasonable meal expenses. All travel must be arranged by Company. Charges and expenses will be billed and payable on a monthly basis (original receipts for all expenses exceeding $ will be provided by Service Representative). Company will pay each invoice within days of receipt. The invoices will be submitted to the attention of the at (Name of Officer or Office with Company).

4. Duration of this Agreement

This Agreement may be terminated by either party by giving the other party written notice of the intent to terminate. The notice must specify a date upon which the termination will be effective, which date may not be less than calendar days from the date of mailing the notice. Only services satisfactorily performed up to the date of receipt of notice shall be compensated by Company and such compensation shall be pursuant to the terms of this Agreement. Notice shall be deemed received days after mailing in the United States mail, using first-class mail, postage prepaid.

5. Assignment

This Agreement is personal to the parties and may not be assigned by Service Representative or Company.

6. Insurance

Service Representative shall furnish the Company with current certificates of insurance coverage of the Service Representative, and proof of payment by the Service Representative, for workers' compensation insurance, general liability insurance, motor vehicle insurance and such other insurance as the Company may require from time to time.

Service Representative shall maintain all such insurance coverage and shall furnish the Company with certificates of renewal coverage and proofs of premium payments. If the Service Representative fails to pay a premium for insurance required by this Paragraph before it becomes due, the Company may pay the premium and deduct the amount paid from any payments due Service Representative and recover the balance from Service Representative directly.

7. Indemnification

Service Representative agrees to indemnify and hold harmless Company, its agents, and employees, from and against any and all claims, damages, losses, and expenses, including reasonable attorneys' fees arising out of performance of Service Representative's obligations under this Agreement that are caused in whole or in part by Service Representative's negligent act or omission or the negligence act or omission of his employees or agents.

8. Noncompetition

On termination of this Agreement, Service Representative agrees that he will not render services or sell products in competition with Company, to customers of Company that he has serviced as a Service Representative for Company within two (2) years of his termination. Service Representative agrees that this noncompetition section is necessary to protect Company’s business, and that Service Representative’s violation of this Paragraph would result in irreparable harm to Company. If Sales Representative breaches this Paragraph, Company shall be entitled to injunctive relief in addition to any other remedies legally available. This Paragraph shall survive termination of this Agreement.

9. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, 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.

10. Status of Sales Representative

The parties intend that Service Representative be an independent contractor and not an agent or employee of Company. Company is interested only in the results obtained under this contract. The manner and means of handling customer service shall be under the sole control of Service Representative. Service Representative shall adhere to all laws and ethical standards applicable to contractors in the business and industry of Company, and shall perform in a manner consistent with generally accepted procedures for that profession. Service Representative shall not receive, nor be eligible for, any benefits Company provides for its employees, including but not limited to vacation pay, paid holidays, life, health, and disability insurance, and pension or 401(k) plans. Service Representative shall not receive, nor be eligible for, workers' compensation, including medical and indemnity payments.

11. Nondisclosure of Information Concerning Business

Service Representative further specifically agrees that he will not at any time, in any manner, either directly or indirectly, during or after the termination of this Agreement, communicate to any person, firm, or corporation any information of any kind concerning any matters affecting or relating to the confidential business matters of Company, including, but not limited to, the names of any of the Company’s customers, the prices Company obtains or has obtained or at which Company sells or has sold services or products, or any other information of, about, or concerning the confidential business matters of Company. Service Representative agrees that Company’s manner of operation, its plans, processes, or other confidential data of any kind, nature, or description (without regard to whether any or all of such matters would be deemed confidential, material, or important), are important, material, and confidential and gravely affect the effective and successful conduct of the business of Company, and the goodwill of Company, and that any breach of the terms of this paragraph is a material breach of this Agreement.

12. Payment of Taxes

Service Representative assumes full responsibility for the payment of all assessments, payroll taxes, or contributions, whether state or federal. Following the conclusion of the calendar year, Company will issue to Service Representative a Form 1099, and Service Representative will be individually and solely responsible for the timely payment of any state, federal, social security, and other self-employment taxes that may be owing on amounts paid to Service Representative under this Agreement.

13. 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.

14. 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 evidenced in writing signed by each party or an authorized representative of each party.

15. Governing Law

It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. 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 thereafter 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.

17. Effect of Partial Invalidity

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that 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 deletion of the invalid provision.

24. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by first-class mail, postage prepaid. Notice shall be deemed received days after mailing in the United States mail, using first-class mail, postage prepaid if sent to the respective address of each party as set forth at the beginning of this Agreement.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and date first above mentioned.