Consulting Services Agreement

CONSULTING SERVICE AGREEMENT

This Agreement is between , referred to as the “Company,” and , referred to as the “Contractor,” with respect to the performance of certain services outlined on Exhibit “A,” attached to and a part of this Agreement for all purposes.

1.

Scope of Agreement

Company hereby engages and retains Contractor to perform consulting and/or technical services at the location or locations set out in the “Specific Conditions” attached as Exhibit “A.”

2.

Term of Agreement

This Agreement shall be in effect for the term set forth on Exhibit “A.” This Agreement may be terminated at any time by Company for any reason.

3.

Contractor’s Services

3.1 The services to be performed by Contractor under the provisions of this Agreement are to be performed by Contractor as an independent contractor and not as an agent or employee of the Company. Contractor shall, however, abide by and observe all reasonable rules and regulations prescribed by the Company.

3.2 Services performed by Contractor shall be performed in a diligent and workmanlike manner. It is specifically understood that time is of the essence as to all provisions of this Agreement.

3.3 It is expressly understood and agreed that neither Contractor nor its employees or agents shall have the right to make any contracts or commitments for or on behalf of the Company without the advance written consent of the Company.

3.4 Contractor expressly agrees that, unless specifically agreed on Exhibit “A,” neither it nor its employees officers or agents will, in any fashion, form, or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, or corporation in any manner any information of any kind, nature, or description concerning any matters affecting or relating to the business of the Company, including, without limiting the generality of the foregoing, any information of, about, or concerning the business of the Company, its manner of operation, its plans, processes or other data of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important. The parties stipulate that as between them, the same are important, material, and confidential, and gravely affect the effective and successful conduct of the business of the Company, and its good will, and that any breach of the terms of this paragraph is a material breach of this Agreement. Contractor further agrees that any violation or threatened violation of the terms and conditions contained in this paragraph will constitute irreparable damage to the Company and it shall have the right, together with any other rights it may have in law or in equity, to enjoin any such violation or threatened violation of the terms and conditions contained in this paragraph.

3.5 Contractor will prepare all proper and pertinent reports as may be requested from time to time by the Company.

4.

Compensation to Contractor

4.1 The compensation payable to Contractor shall be at the rates set out in Exhibit “A” of this Agreement.

4.2 The Company shall reimburse Contractor for only those expenses identified on Exhibit “A” unless otherwise agreed on. Those expenses shall be reimbursed to Contractor only after Contractor has provided the Company with vouchers covering such expenses, together with whatever reasonable documentation the Company may require.

5.

Liabilities of the Parties

5.1 Within ten (10) days after the acceptance of this Agreement by Contractor, Contractor shall furnish the Company with copies of policies or certificates of insurance of the types and in the minimum amounts specified below, and shall maintain such insurance in force and effect for the duration of this Agreement.

A. Workman’s Compensation Insurance and Employer’s Liability Insurance with such limits as specified by law in the state(s) in which Contractor is performing services for the Company.

B. Comprehensive General Public Liability Insurance (including Contractual Liability coverage) with limits not less than $ per occurrence for bodily injury, and $ per occurrence for property damage.

C. Automobile Liability Insurance (including Contractual Liability coverage) within limits not less than $ per person and $ per occurrence for bodily injury, and $ per occurrence for property damage.

The Company shall be named as an additional insured under the policies required by subparagraphs B and C above. The policies shall be non-cancelable unless the Company shall have been given not less than ten (10) days written notice of such cancellation. It is also agreed that with respect to property and equipment insured, the Contractor and the underwriters covering such risks will waive the right of subrogation against the Company.

5.2 Contractor shall indemnify and hold the Company harmless against all claims, demands, losses and liabilities of every kind and character arising out of Contractor’s performance or failure to perform hereunder, or the acts or failure to act by Contractor or Contractor’s employees, agents and subcontractors; provided that this indemnity provision is the subject to any restrictions or limitations imposed by law, but only to the extent of such restrictions or limitations.

6.

Miscellaneous

6.1 This Agreement covers personal services and shall not be assigned by either party without first securing the other party’s written consent.

6.2 The laws of the State of shall govern this Agreement.

6.3 This Agreement shall be effective as of the date it is signed by Contractor.

EXHIBIT “A”

TO

CONSULTING SERVICE AGREEMENT

Specific Conditions:

Term:

Compensation Rate:

Expenses to be paid by Company: