Independent Contractor Consulting Agreement

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 (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.

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:

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 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 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 Normal Hourly Rate: $/hour/consultant

Overtime Overtime Rate: $/hour/consultant

SATURDAY

All service hours Overtime Rate: $/hour/consultant

SUNDAY AND HOLIDAYS

All service hours Special Rate: Same as Overtime Rate/$ .00/hours/consultant

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 Basic Travel Rate: $/hour plus Mileage Charge: $ per mile

More than twelve (12) hours Overtime Travel Rate: $/each additional hour plus Mileage Charge: $ per mile

SATURDAY

All Travel Time Overtime Travel Rate: $/hour plus Mileage Charge: $ per mile

SUNDAY AND HOLIDAYS

All Travel Time Special Travel Rate: $/hour plus Mileage Charge: $ per mile

WARRANTY

Scope and Terms of Warranty

hereby warrants and represents to (hereinafter 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.

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 :

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: