Fill and Sign the This Agreement Hereinafter Referred to as the Consulting Agreement Made This Form

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This agreement (hereinafter referred to as the “Consulting Agreement”) made this ____ day of _________, 20__ between _________________________ (hereinafter referred to as “EMPLOYER”) and: _________________________________ (hereinafter referred to as “CONSULTANT”); WITNESSETH AS FOLLOWS: WHEREAS, Employer is engaged in the business of ____________; and WHEREAS, CONSULTANT is primarily engaged in __________________; and WHEREAS, Employer wishes to employ Consultant as an independent contractor to provide said services to its customers (hereinafter collectively referred to as “CUSTOMER”); and WHEREAS, __________________________________ also wishes to designate _______________ as an __________________________________ and to allow _______________ to hold itself out to CUSTOMER as same; and WHEREAS, _____________________ and _____________________ wish to set forth their mutual rights and responsibilities by means of this Consulting Agreement; NOW THEREFORE, in consideration for the mutual promises and covenants contained herein, and other good and valuable consideration, the nature and sufficiency of which are hereby acknowledged, it is agreed by and between _____________________ and _____________________ as follows: TERM _____________________ and _____________________ shall be affiliated in the manner set forth herein for a period of _____________________ following the execution of this Consulting Agreement (hereinafter referred to as the “Term”). The Term may be extended for successive periods of _____________________ each (hereinafter referred to as an “Extension”), provided however, that any such extension shall be on the terms and under the conditions set forth in this Consulting Agreement. Each Extension shall be evidenced by the execution of a separate Consulting Agreement. Failure to execute a separate Consulting Agreement prior to an Extension shall render said Extension “at-will,” and the relationship of the parties thereto shall be deemed to be the same as that relationship herein described unless otherwise agreed in writing. DUTIES OF Independent Contractor Purchase Order Performance by ________________________ of the services detailed below shall be contingent on the prior receipt by ________________________ of a written Purchase Order from -1- ____________________ (hereinafter referred to as a “PO”). In the absence of a written PO, including a valid Purchase Order Number (hereinafter referred to as a “PO Number”), ___________________________ shall have no further obligation hereunder, either to ______________________ or to the CUSTOMER fhnh Classes of Service Offered: Services/Primary Services ___________________________ will provide CUSTOMER with the following services (hereinafter referred to as the “Classes of Service Offered: Services/Primary Services”): ______________________________________________________________________________ Supplementary Services ________________________ will also provide CUSTOMER with: ________________________________________________________________________ (hereinafter referred to as “Supplementary Services”) pursuant to the terms and conditions herein set forth. Warranty Work Prior to the performance by _____________________ of services pursuant to a warranty between ________________________ and CUSTOMER (hereinafter referred to as “Warranty Work”), ______________________ shall confirm to ___________________, in writing, that said Warranty Work shall be performed pursuant to the terms and conditions herein set forth for _____________________________ (hereinafter referred to as a “Confirmation”). Absent such written Confirmation, _______________________ shall be under no obligation to perform Warranty Work. DUTIES OF CUSTOMER Assistance _____________________________ hereby undertakes, on its own behalf and on behalf of CUSTOMER, to provide all reasonable support for the services to be performed by _____________________________ pursuant to this Consulting Agreement, including but not limited to all additional manpower or tools requested by _____________________________ (hereinafter referred to as “Assistance”). The nature and extent of Assistance needed shall be determined by _____________________________ in its reasonable discretion, depending on the nature of the work undertaken. Said Assistance shall be provided free of charge and in a timely manner in accordance with the reasonable performance schedule of _____________________. Accordingly, ________________________ or CUSTOMER will have one (1) or more person(s) work with ________________ consultants at all times. Under no circumstances whatsoever is any _________________ consultant to be left alone while working, except for momentary or incidental periods of time. Operation and Maintenance _____________________ hereby represents, on its own behalf and on behalf of CUSTOMER, that all advice and counsel provided by _______________________, if any, as to -2- _____________________ shall be carried out as intended at all times. In the event that any of the above advice and counsel, and, or any preventive maintenance schedules promulgated by _____________________ is not followed, all warranties and covenants herein contained shall be void and of no effect and __________________________ shall have no repair or warranty obligations with respect to _____________________ or the CUSTOMER. Indemnification ________________________ hereby undertakes, on its own behalf and on behalf of CUSTOMER, to defend, indemnify and hold ________________________ harmless of and from claims of any nature whatsoever arising from the failure of ________________________ or the CUSTOMER to adhere to the terms and conditions hereof, or to follow the advice and counsel provided by ________________________, including indemnification of and from all attorneys fees and court costs. ACCEPTANCE OF SERVICES From time to time ________________________ shall require the CUSTOMER to sign a field report confirming that all services have been performed in a satisfactory manner (hereinafter referred to as the “Field Report”). Execution of the Field Report by an authorized agent of the CUSTOMER shall constitute prima facie evidence that all services listed therein have been carried out to the satisfaction of the CUSTOMER, and that the service hours and Reimbursable Expenses itemized thereon are correct and are thereby accepted. Execution of said Field Report shall bind the CUSTOMER, as well as ________________________ in connection with that portion of the Compensation encompassed by the items set forth in the Field Report. COMPENSATION With respect to work performed for CUSTOMER, ________________________ shall be compensated at the rates set forth below for all time spent on behalf of CUSTOMER performing ________________________ (hereinafter referred to as “Compensation”). Compensation shall also consist of reimbursement for all reasonable expenses required in the judgment of ________________________ to perform services for CUSTOMER (hereinafter referred to as “Reimbursable Expenses”), including but not limited to: (a) postage on items sent to or for the benefit of CUSTOMER, including insurance purchased thereon; (b) Federal Express; (c) messenger services; (d) telephone charges of any description; (e) transportation such as train, air, sea or car, along with expenses incident thereto such as taxes, title, insurance, parking, fuel and tolls; (f) lodging expenses, including meals and incidental charges and (g) the purchase and delivery of incidental materials necessary to complete service calls for CUSTOMER. Compensation shall become due and payable upon the rendition of services by ________________________, without further notice. Invoices ____________________________________ and Reimbursable Expenses shall be billed by means of a monthly invoice enclosed by the 21st day of the month in which services are rendered and due within thirty (30) days of enclosure thereof (hereinafter referred to as the “Invoice”). Outstanding Invoice amounts still due and owing after that time shall bear interest at the rate of -3- eighteen percent (18%) per annum until paid in full. No payments shall be withheld due to any dispute with ______________________________, nor shall any setoffs be applied against sums enclosed on the said Invoice. ________________________ hereby acknowledges that failure to remit Invoiced amounts when due shall result in irreparable harm to _____________________________, and agrees to defend, indemnify and hold harmless ________________________________ of and from all fees and costs incurred in the collection of Invoiced amounts due and owing ______________________, including all attorney’s fees and court costs incurred therein. Direct Personnel Expenses Direct personnel expenses for the provision of _____________________________, exclusive of travel time, shall be calculated as follows: MONDAY THROUGH FRIDAY 9:00 to 5:00 PM Overtime Normal Hourly Rate:$_______/hour/consultant Overtime Rate: $_______/hour/consultant SATURDAY All service hours Overtime Rate: $_______/hour/consultant SUNDAY AND HOLIDAYS All service hours Special Rate:Same Rate/$_______.00/hours/consultant as Overtime Travel Time Time spent in transit of any kind on behalf of the CUSTOMER (hereinafter referred to as “Travel Time”), shall be calculated as follows: MONDAY THROUGH FRIDAY Up to twelve (12) hours More than twelve (12) hours SATURDAY All Travel Time SUNDAY AND HOLIDAYS All Travel Time Basic Travel Rate: $_______/hour plus Mileage Charge: $_______ per mile Overtime Travel Rate: $_______/each additional hour plus Mileage Charge: $_______ per mile Overtime Travel Rate: $_______/hour plus Mileage Charge: $_______ per mile Special Travel Rate: $_______/hour plus Mileage Charge: $_______ per mile WARRANTY Scope and Terms of Warranty ________________________ hereby warrants and represents to ________________ (hereinafter -4- referred to as the “Warranty”) that the services provided pursuant to this Consulting Agreement shall be free from defects in workmanship for a period of ____________________________ from the date of completion thereof (hereinafter referred to as the “Warranty Period”). All claimed defects in workmanship shall be placed in writing and forwarded to ____________________________ as provided herein (hereinafter referred to as a “Claim”). Following notice of a Claim, subject to the conditions herein contained, ____________________________ shall re-perform, at no cost to ____________________________ or to the CUSTOMER, those services that, in the reasonable discretion of ____________________________, were the cause(s) of the Claim. Enforcement of Warranty This Warranty, and the liability of _________________________ hereunder, is subject to all of the conditions herein contained and shall be null and void if _________________________ or the CUSTOMER fails to comply with all of the terms hereof, including but not limited to payment in full of all Invoiced amounts and notification of any Claim in writing as herein provided within the Warranty Period. Limitation of Warranty THIS WARRANTY SPECIFICALLY EXCLUDES CLAIMS FOR DIRECT OR INDIRECT CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OPERATIONAL COSTS AND, OR EXPENSES, OR OTHER DIRECT OR INDIRECT COSTS AND, OR EXPENSES, ARISING FROM THE PERFORMANCE OF SERVICES BY ___________________________ OR ITS AUTHORIZED AGENTS, AND IS ISSUED IN LIEU OF ALL GUARANTEES OR WARRANTIES OF ANY OTHER NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, AS WELL AS ALL OTHER OBLIGATIONS AND LIABILITIES ON THE PART OF ____________________________________. NO VERBAL AGREEMENT, NOR TRADE CUSTOM OR PRACTICE SHALL BE EFFECTIVE TO VARY THE TERMS HEREOF. THIS WARRANTY CONTAINS ALL REMEDIES AGAINST ____________________ AND THE LIABILITY OF ______________________ IS ACCORDINGLY LIMITED TO THE PROVISIONS OF THIS WARRANTY, WHETHER A CLAIM IS BASED UPON STRICT LIABILITY, NEGLIGENCE, BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY OR CAUSE OF ACTION. THIS WARRANTY CANNOT BE CHANGED OR ALTERED IN ANY WAY WITHOUT THE EXPRESS, WRITTEN CONSENT OF __________________________________ BY ITS AUTHORIZED AGENT. THIS WARRANTY MAY NOT BE TRANSFERRED OR ASSIGNED WITHOUT THE PRIOR WRITTEN CONSENT OF ______________________________. LIMITATION OF LIABILITY ___________________________ shall have no liability to ___________________________ or to CUSTOMER for lost production time, parts, or direct or indirect financial losses arising from faulty installation, malfunction, breakdown, or the inability of ___________________________ to remedy said malfunction or breakdown. -5- INDEPENDENT CONTRACTOR shall be deemed for all purposes to be an independent contractor and not an employee and shall not participate in any employee benefit program of ___________________________ by reason of this Consulting Agreement or the relationship between the parties created hereby. Except as otherwise required by law, _________________ shall not withhold any sums from the payments to be made for Social Security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the responsibility of ____________________. ___________________________ NON-COMPETE PROVISION During the term of this Agreement, and for a period of _________________________ following the termination hereof by either party, _________________________ shall, in the _________________________ or anywhere within a _________________________ mile radius thereof: (a) refrain from engaging in services which are the same as or similar to those engaged in by _______________________, whether individually or in combination with other legal or natural persons; (b) refrain from holding a ten percent (10%) or greater interest in any entity engaged in same; and (c) refrain from soliciting clients of _______________________ in any location whatsoever, whether by words, action or inaction. MISCELLANEOUS PROVISIONS Release The execution hereof by _______________________ shall constitute a full and final release of _______________________, its directors, officers, shareholders, employees, independent contractors, agents and assigns of and from any Non-Compete or Non-Disclosure agreements, or non-compete and, or non-disclosure provisions contained in any other agreements, executed by any of them. Notices All notices and other communications shall be in writing and shall be deemed to have been duly given if delivered personally or mailed, registered or certified mail, postage prepaid, return receipt requested, as follows: TO ___________________________: -6- TO ___________________________: or to any other address as the person to whom notice is to be given may have previously furnished to the other in writing as set forth above, provided that notice of an address change shall be deemed given only upon receipt. Entire Agreement This Agreement constitutes the entire agreement among the parties relating to this engagement and supersedes all prior agreements or understandings between the parties hereto. Separability If any one or more of the provisions contained in this Agreement shall be held illegal or unenforceable by a court, no other provisions shall be affected by this holding. Applicable Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of __________________ without regard to its conflicts of law principles. WHEREFORE, the parties hereto have signed this Agreement upon the date first above written: BY: Its: BY: Its: -7-