Independent Contractor/Consultant Agreement

This is an independent contractor/consultant agreement with an emphasis on both software and hardware development. It contains assignment language and work-for-hire language. It's under Nevada law so it has a non-compete but can easily be changed to California


This Consultant Engagement Agreement (the "Agreement), dated ________________ (the "Effective Date"), by and between ____________________________, having its principal office at ________________________________________________ and _________________ ("the Company"), located at _______________________________________.

WHEREAS, The Consultant wishes to provide the services as set forth in Appendix A (the "Services"), which is attached hereto and made a part hereof; and

WHEREAS, The Company wishes to procure the Services from the Consultant, for good and valuable consideration, as fully described in Appendix B attached hereto and made a part hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:


(a) The Consultant agrees to provide the Services to the Company.

(b) In the event that additional assignments are agreed upon between the Consultant and the Company, the parties shall do so in writing describing the additional assignments, including the fees and schedule for that specific assignment (“the Additional Services").

(c) For each assignment, Consultant shall provide budgets and schedules for completion. Company understands that the Services to be performed by Consultant are unique, extremely complex, and involve a large degree of interaction and discussion between Company and Consultant. Any costs and/or schedule provided shall be considered an estimate of the costs and/or schedule required to complete the Services. The time actually required to complete the Services or any portion thereof will be subject to Company availability, timely delivery of information by Company to Consultant, unforeseen design issues, design changes and modifications requested by Company and other matters which generally affect product design services. Consultant shall use its best efforts to properly staff all projects and to meet all agreed upon costs and schedules, but makes no guarantee thereof in regards to cost and/or schedule.

(d) Company agrees to provide any necessary information, materials, documents and approvals needed by Consultant to perform the Services outlined in a timely manner, and not to unreasonably delay the efforts of Consultant by withholding such information, materials, documents and approvals.


This Agreement is effective as of the Effective Date and shall be effective until terminated in accordance with the terms of this Agreement.

The Company may, upon written notice, without prejudice to any rights it may have, terminate this Agreement immediately for any reason. In the event of any such termination (save as a result of the Consultant's breach of this Agreement), the Consultant shall be paid for all services, which it performed prior to such termination and which the Company actually used or accepted, including any Services, authorized pursuant to a task order, as described in Appendix A, performed during the notice period.

The Consultant may, upon written notice, without prejudice to any rights it may have, terminate this Agreement immediately for any reason. In the event of any such termination, the Consultant shall be paid for all Services, which it performed prior to such termination and which the Company actually used or accepted, including any Services, authorized pursuant to a task order, as described in Appendix A, performed during the notice period.

Within twenty four hours of the termination of this Agreement, the Consultant and/or its employees and subcontractors shall return to the Company the product of all Services, including all source code, data, materials and other work product, and copies thereof, in their then current condition, whether created by Consultant or supplied to it in connection with this Agreement. If and to the extent such data and materials in the Consultant's possession is incapable of being returned, the Consultant shall destroy or delete (to the extent practicable and undertake not to attempt to recover) all such information and copies thereof.


(a) The Company agrees to pay the Consultant in accordance with the fees schedule set out in Appendix B ("the Fees"). On a monthly basis, the Consultant shall submit to the Project Manager (as defined in Clause 12) an itemized invoice for the Services, and/or any Additional Services, based on the payment terms as set forth in Appendix B, and any authorized expenses incurred.

(b) The Company may, upon notice to the Consultant, withhold payments for work which is not performed in compliance with this Agreement and/or reasonably question any item(s) reflected on the Consultant's invoice ("the Disputed Work"). Pending the settlement or resolution of the Disputed Work, the non-payment of these items shall not constitute a default of this Agreement. The Company shall pay all amounts due that are not in dispute. In the event the Company withholds any payments from the Consultant due to the Disputed Work, the Company shall concurrently provide the Consultant with a detailed written notice setting forth the reason(s) for such non-acceptance, and the Consultant shall have a reasonable opportunity to correct such work. Upon such correction, the withheld amounts shall be promptly paid.

(c) The Company shall pay all amounts due that are not in dispute within 30 days of receipt of the invoice. Any amount that is not paid within 30 days of receipt of the invoice shall bear interest at the rate of 1.5% per month or portion thereof from the date such amount became due through the date on which payment is received by Consultant.


(a) The Company shall reimburse the Consultant (on production of evidence as the Company may require) any reasonable traveling expenses (including hotel and food but excluding any bar bills or other expenses) as well as all shipping, delivery, messenger, materials and any other expenses directly related to the Services which are reasonably and properly incurred by the Consultant with the prior written approval of the Company in the course of providing the Services, and/or any Additional Services. Consultant shall have the right to require The Company to directly pay any unusual or extraordinary Expenses.

(b) The amount of any expenses will be included by the Consultant in its invoice submitted in accordance with Clause 3 and, except where the amount of any expenses claimed is disputed by the Company; the Company will reimburse the Consultant within 30 days of receipt of the invoice.


(a) The Consultant shall perform all the Services as an independent contractor of the Company, and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant, or employer and employee between the Company and the Consultant or any of its Affiliates, employees, or subcontractors thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.

(b) The Consultant also agrees not to be treated, or seek to be treated, as an employee of Company for any purpose, including for the purposes of fringe benefits provided by the Company, or for disability income, taxes and benefits. The Consultant's employees and subcontractors also shall not be deemed an employee of the Company for any reason whatsoever. The Consultant hereby represents that the Consultant has and at all times will maintain timely payments of all taxes due to the Income Tax Department and all other government agencies, including withholding and all other taxes.


The Consultant agrees to comply with all applicable laws, ordinances, regulations and codes in the performance of its obligations under this Agreement, including but not limited to the procurement of permits, licenses and certificates where required and payment of applicable taxes. The Consultant also agrees to comply with international trade laws regarding IT and software programming. The Consultant further agrees to hold harmless and indemnify the Company and its Affiliates against any loss or damage (including reasonable Lawyer's fees) that may be sustained by reason of the failure of the Consultant to comply with such laws, ordinances, regulations and codes provided that the Company cooperates, within reason, with the Consultant when conducting the defense and any related settlement.


(a) Confidentiality.

(i) Definition of Confidential Information. The parties acknowledge that in connection with the Services, Consultant may have already acquired or may acquire The Company's proprietary or confidential information, including trade secrets (as defined under the version of the Uniform Trade Secrets Act adopted and in effect in the State of Nevada from time-to-time during the term of this Agreement) and all other discoveries, inventions, developments, website designs, other designs, improvements, formulas, software programs, code, algorithms, processes, techniques, know-how, negative know-how, data, databases, data input and retrieval processes, research, techniques, technical data, customer and supplier lists, payment systems, email campaigns, website traffic, and any modifications or enhancements of any of the foregoing, program, pricing, marketing (including but not limited to proposed trademarks, service marks, trade dress, slogans, ads and ad campaigns, etc.), sales, business contracts, systems, business plans, product plans, financial information, or any other information relating in any way to the Proprietary Subject Matter, Purpose and/or the Use (collectively, "Confidential Information"). Consultant acknowledges and agrees with the Company's representation that all Confidential Information is very valuable to the Company and is confidential and a trade secret of the Company and will be protected by civil and criminal law, and shall maintain all Confidential Information in confidence.

(ii) Exceptions to Confidential Information. Confidential Information shall not include information that: i) is or becomes public domain information through no fault or breach on the part of Consultant; ii) as demonstrated by Consultant's written records and documentation, was already lawfully known to Consultant prior to the information being disclosed to Consultant by the Company, or any agent or representative of The Company; iii) as demonstrated by Consultant's written records and documentation, has been or is hereafter rightfully furnished to consultant without restriction on disclosure by a third person lawfully in possession thereof; or iv) as demonstrated by Consultant's written records and documentation, has been independently developed, by or for Consultant, without reference to Confidential Information. It shall be presumed that any information in the possession of Consultant that has been disclosed to it by The Company, or any agent or representative of The Company, is not within any of the exceptions to the definition of Confidential Information set forth in the previous sentence, and the burden is on Consultant to prove otherwise by written records and documentation.

(iii) Use of Confidential Information. Consultant may only use Confidential Information in connection with the Services (collectively, the "Business Purpose"). Consultant will not use any Confidential Information for the benefit of anyone other than The Company. Consultant will not copy, reprint, duplicate, summarize or recreate in whole or in part, alone or in combination with anything else, the Confidential Information, whether in oral, written or electronic form, without the prior express written consent of an authorized representative of The Company, except such as necessary for Consultant's internal communications in connection with the Business Purpose.

(iv) Duty to Protect Confidential Information. Consultant shall use best efforts, but in any event no less than the same degree of care that it uses to protect its own confidential and commercially valuable information (which shall in no event be less rigid than industry "best practices" for similar confidential or proprietary information), to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Consultant agrees to accept the Confidential Information solely for the Business Purpose. Consultant shall not publish, disseminate, or disclose any Confidential Information to any third party/ies, including but not limited to its employees (except those with a valid basis for needing to know such information in the course of their employment in connection with the Business Purpose) and/or subcontractors, if any; except to the extent that a third party has entered into a fully executed Non-Disclosure and Confidentiality Agreement with The Company, The Company has given its prior written express permission, and Consultant shall be jointly and severally liable for disclosures of such third party as if Consultant his/her/itself had made such disclosures. Nothing in this Agreement shall preclude Consultant from disclosing Confidential Information to the extent and only to the extent required to be disclosed in a judicial or administrative proceeding, or as otherwise required to be disclosed by law; but in any such case only after all reasonable legal remedies for maintaining such information in confidence have been exhausted, including, but not limited to, giving The Company as much advance notice of the possibility of such disclosure as practical so The Company may attempt to stop such disclosure or obtain a protective order concerning such disclosure.

(b) Proprietary Rights.

(i) Ownership of Confidential Information. All Confidential Information, and any Derivatives (as defined below) thereof, remains the property of The Company, and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this Agreement, "Derivatives" shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. At the request of the Company: (a) Consultant will promptly redeliver to The Company all written or electronic copies of Confidential Information, Derivatives, and any or any other written or electronic copies of material containing or reflecting Confidential Information or Derivatives and will not retain any copies thereof and (b) documents, memoranda and notes prepared by consultant based on Confidential Information shall be destroyed and Consultant shall provide the company with a certificate of destruction. Consultant will return all tangible Confidential Information, including, but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof, in whatever format or medium, to the Company immediately upon the Company's written request.

(ii) Work-for-Hire. Except for the Consultant's tools, processes, pre-existing materials and methodologies (collectively, the "Consultant Materials") which the Company acknowledges and agrees are owned by the Consultant, the Company shall be entitled to and shall own all of the results, proceeds, and work product of Consultants Services (hereinafter referred to in the aggregate as the "Invention") throughout the world in perpetuity (including, but not limited to, all copyrights, trademarks, patents and other intellectual property, and all other rights, throughout the world in any and all media, and via reproduction by any art or method, whether now known or hereafter devised) whether such results and proceeds consist of attorney work product, literary (including but not limited to articles), dramatic, or any other form of works, ideas, themes, compositions, methods, inventions, creations, and/or products, and without obligation to pay any fees, royalties or other amounts except those expressly provided for in this Agreement. Consultant acknowledges that any copyrightable subject matter, and all elements thereof, created by Consultant in connection with the Business Purpose or otherwise within the scope of Consultant's engagement under this Agreement is deemed a "work-made-for-hire" under the U.S. Copyright Act of 1976, as amended, and the Company shall be deemed the sole author and owner thereof for any purposes whatsoever, throughout the world, in perpetuity, and in any and all languages and in any and all media now known or hereafter created; provided that, to the extent that, in spite of the foregoing, any such copyrightable subject matter is not considered a "work-made-for-hire," all right, title and interest (including all renewal rights) in such copyrightable subject matter is hereby deemed assigned by Consultant to the Company in exclusivity and in perpetuity. In the event that the Company shall desire to secure separate assignments of any of the foregoing, Consultant agrees to execute them upon the Company's request therefore. Consultant hereby irrevocably appoints the Company as Consultant's true and lawful attorney for purposes of effectuating the acts contemplated in this Section 1(F), including but not limited to executing on behalf of Consultant as Consultant's attorney-in-fact (which power is coupled with an interest) the applications, registrations, assignments, descriptions and other instruments described in the previous sentence. Consultant agrees and understands that compliance with the covenants and agreements contained in this Section 7(b)(ii) is not conditioned upon the payment of any additional or special consideration. All rights granted or agreed to be granted to the Company in this Section 7(b)(ii) shall vest in the Company immediately and in perpetuity, and shall remain vested in the Company and the Company's successors and assigns whether this Agreement expires in normal course or whether Consultant's engagement hereunder is sooner terminated for any cause or reason.

This Section 7 is effective as of the date Consultant first performed Services, or the Effective Date, whichever is earliest. The obligations of this Section 7 shall continue beyond expiration of the Term, and shall be binding upon Consultant's successors, executors, administrators, and other legal representatives. To the extent that Consultant incorporates into any Invention a product, process, machine, technology, or invention that was already owned by Consultant (a “Pre-Existing Material”), the Company shall have a nonexclusive, royalty-free, irrevocable, perpetual, transferable, sublicensable, worldwide license to make, have made, modify, use, and sell such prior invention as part of or in connection with such product, process or machine.


Consultant hereby irrevocably and unconditionally grants, conveys, transfers, and assigns to Assignee all of Consultant’s right, title and interest, of any nature whatsoever, in and to the each of the following assets (collectively, the “Intellectual Property Assets”):

(a) All registered and unregistered copyrights in both published works and unpublished works (collectively, “Copyrights”) relating to any of the Services listed on Appendix A, and as otherwise associated with the Services;

(b) All rights, title and interest, domestic and foreign, in and to any inventions or discoveries relating to any of the Services listed on Appendix A, and as otherwise associated with the Services;

(c) All domain names, and related URL’s, and as otherwise associated with the Services, and any related IP addresses and the entire applicable domain hierarchy of top-level and subordinate domains, generic or otherwise, and such other names, codes and identifiers as may currently exist or be developed in the future to direct to or to identify particular internet posted content (collectively, “Domain Names”);

(d) All know-how, trade secrets, confidential or proprietary information, customer lists, software, technical information, data, process technology, plans, drawings and blue prints (collectively, “Trade Secrets”) relating to the Services and operation and/or development thereof;

(e) The right to claim priority to any of the preceding, the same to be held by Company for Company’s own use and enjoyment, and for the use and enjoyment of Company’s successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Consultant if this Agreement had not been made; together with all claims for damages by reason of past, present and future infringements of any Intellectual Property Asset and the right to sue for and collect such damages, as permitted under the applicable laws for any jurisdiction or country in which such claims may be asserted.

The grants, conveyances, transfers and assignments accomplished by Consultant to Assignee pursuant to this Agreement are collectively herein referenced as the “Assignment”.


Save in respect of fraud, willful default or gross negligence, the Consultant shall have no liability for any claim relating to this Agreement in excess of the sum of five times the total fees and expenses paid to the Consultant in connection with this Agreement. In no event shall the Company be liable to the Consultant for indirect, special, incidental or consequential damages, even if the Company has been advised of the possibility of such damages.

10. TAXES.

(a) The Fees are exclusive of any sales, use, personal property, value added and goods/services taxes. Where applicable, such taxes shall appear as a separate item on the Consultant's invoice and the company shall be liable for the payment of such taxes to the Consultant.

(b) Notwithstanding the foregoing, the Company shall not be responsible for any taxes based on the Consultants net income or receipts, or such other taxes based on the Consultant doing business in any particular jurisdiction.


(a) The Consultant represents and warrants that the Services, and any Additional Services, performed pursuant to this Agreement shall be performed in accordance with best industry standards by individuals well qualified to perform such work, and agrees to provide the Company, on request, with information concerning the individuals' experience, which affirms these qualifications.

(b) The Consultant hereby represents and warrants that the Services, any Additional Services, the Inventions, the Consultant Materials and any information, material, products, designs, specifications or instructions provided by the Consultant, or the use of any of the foregoing, do not infringe any patent, utility model, industrial design, copyright, trade secret, trademark or any other third party intellectual property right or right of confidentiality in any country where the Consultant performs the Services, and any Additional Services, or delivers or Inventions and shall indemnify and keep indemnified the Company on demand from and against all claims, actions, liabilities, losses, damages, costs (including all legal fees) and expenses suffered or incurred by or against the Company or otherwise arising as a result of or in connection with any such alleged third party infringement.

(c) The Consultant further represents and warrants that any software developed or created pursuant to this Agreement and all subsequent versions, releases, updates or revisions of any kind developed or created pursuant to this Agreement ("Software"), at the time of final delivery to the Company and for a period of 24 Months thereafter, is and shall be capable of performing all functions specified in this Agreement and in the applicable related specifications. User requirements and/or documentation included in Appendix A or mutually agreed to in writing by the parties from time-to-time during the term of this Agreement ("Specifications"). In the event that at any time the software is found by the Company not to function as specified in this Clause and in the Specifications, notwithstanding any other Consultant obligation contained in this Agreement or any Company remedy for breach thereof, at no additional charge to the Company, the Consultant shall immediately upon receipt of a report of defect from the Company, correct any such defect so as to enable the software to fully function in accordance with this Clause and the Specifications. In doing so, the Consultant shall not require the Company to make any changes to the software except to install such changes provided by the Consultant. In addition, the Consultant shall not require the Company to make any changes to software provided by any other party which the Company uses in its business operations. The Consultant shall indemnify and hold the Company harmless from and against any cost, loss, damage or expense (including reasonable Lawyer's fees) incurred by the Company as a result of a breach of the foregoing warranty.

d) The Consultant further represents and warrants that the operation of the Software will be uninterrupted and error free for a period of twenty four (24) Months from the date of final delivery to the Company and shall remedy any such interruption or error giving rise to a breach of this warranty immediately at no additional charge to the Company.

e) The Consultant agrees that it will, and shall ensure that any personnel engaged in the provision of the Services and any Additional Services shall, perform the Services and any Additional Services with all due care and skill.


(a) The Company shall assign a Company (the "Project Manager") to manage the Consultant. The "Project Manager" is responsible for monitoring the Consultant's work, for review and approval of invoice documentation and shall act as the agent for the purpose of any notices required or given under this Agreement in accordance with Clause 17. The Consultant's direct interface with Company shall be the assigned Project Manager. The identity of the assigned Project Manager for this Project will be communicated promptly upon execution of this contract.

(b) Unless otherwise provided, the Consultant shall attend review meetings with the Company personnel once a week during the term of the Agreement to discuss the progress of the Services, and any Additional Services, and to report on and deliver work completed and in progress during the week.


Both parties agree not to use the name of the other party or any of its Affiliates in any sales or marketing publication or advertisement or make any public disclosure except as may be legally required, relating to this Agreement or the other party or any of its Affiliates, without obtaining the prior written consent of the other party.


(a) During and for a period of six (6) months following termination of this Agreement, each party will not, without prior written consent of the other party solicit any employee of the other party or its subsidiaries or Affiliates, who were involved in the performance of services hereunder, save that nothing in this clause shall prevent either party from employing an employee of the other as a result of being directly approached by such employee or by virtue of a bona fide third party advertisement or recruitment.

(b) During and for a period of two (2) years following termination of this Agreement, Consultant shall not perform any service, whether as a consultant, designer, manufacturer of either software or hardware, for any entity that puts digital screens in taxicabs, black cars, limousine, shuttles, or any other types of vehicles, regardless of the type and style of screens, and regardless of the means for delivering power or content to said screens, anywhere in the world. Consultant acknowledges that this restriction on competition is reasonably necessary to protect the business and good will of the Company. Should any adjudication be made that the restriction on competition is not reasonable, Consultant agrees that the court may modify the agreement and enforce it to the maximum allowed under the law.


The Consultant agrees to comply and to cause its agent(s) and/or subcontractors to comply with the provisions of all applicable laws, regulations and executive orders relating to nondiscrimination in employment, and the use of minority business enterprises, to the extent that any such laws, orders and regulations are applicable in the performance of their work hereunder. For the purpose of this Agreement, the provisions of such laws, orders and regulations shall be deemed an integral part of this Agreement to the same extent as if they were written at length herein.


(a) The Consultant agrees to, and shall procure that its personnel engaged in the provision of the Services and any Additional Services shall, observe the working hours, work rules, building security measures and holiday schedule of the Company when on the Company premises, which will be provided to the Consultant upon request; provided, however, that adherence to such working hours and schedules shall not constitute justification for non-accomplishment of agreed upon schedules and deadlines.

(b) The Consultant further agrees to employ all reasonable efforts to meet the Company's assignment deadlines and documentation standards, as applicable. Unless otherwise agreed upon, the Consultant shall meet with the Company personnel to discuss and review the progress of the current assignment on a regular basis.


(a) Clause Headings. Clause headings are for convenience only and shall not be a part of this Agreement.

(b) No Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing.

(c) Severability. Consultant acknowledges and agrees that the restrictive covenants and provisions contained herein are reasonable and valid in scope and in all other respects, and do not impose limitations greater than are necessary to protect the goodwill, proprietary information, and other business interests of The Company. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law. If in spite of the foregoing, any provision of this Agreement shall be judged invalid, illegal, or unenforceable in any applicable jurisdiction, such provision shall be restricted or deleted in such jurisdiction only to the extent necessary to make such provision valid, legal, and enforceable in such jurisdiction, and the validity, legality, and enforceability of such provision in any other jurisdiction, or of any of the other provisions of this Agreement in all jurisdictions, shall not in any way be affected or impaired thereby.

(d) Subcontractors. The Company reserves the right of prior written approval of all subcontractors, which approval will not be unreasonably withheld by the Company. Approval of any subcontractor by Company shall not constitute the superseding or waiver of any right of the Company to reject work that is not in conformance with its standards or this Agreement. Consultant shall be fully responsible for its subcontractors. Nothing in this Agreement shall be construed to create any contractual relationship between the Company and any subcontractor, nor any obligation on the part of the Company to payor to see to the payment of any money due any subcontractor as may otherwise be required by law. Without limiting the foregoing, if any subcontractors are used, prior to such use, Consultant shall deliver to the Company all relevant agreements demonstrating chain of title as to any and all of such subcontractors' contributions to the Invention and any and all other relevant work product and/or intellectual property created by or contributed to by such subcontractors.

(e) Assignment. This Agreement and Consultant's rights, duties, and obligations under this Agreement are not transferable or assignable by Consultant. Any attempt by Consultant to transfer or assign this Agreement or any of its rights, duties, or obligations under this Agreement is void. Notwithstanding anything else in this Agreement to the contrary, this Agreement shall be freely assignable by The Company. Without limiting any of the foregoing, this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their successors and assigns.

(f) Modification. No modification, waiver or amendment of any term or conditions of this Agreement shall be effective unless and until it shall be reduced to writing and Signed by both of the parties hereto or their legal representatives.

(g) Survival. The provisions of this Agreement that by their nature and content are intended to survive the performance hereof, shall so survive the completion and termination of this Agreement and any other agreement between Consultant and The Company. Without limiting the generality of the foregoing, Clauses 7, 8, 9, 10, 11, 13, 14, 15, and 17 of this Agreement shall so survive.

(h) Save for an Affiliate of the Company, no person who is not a party to this Agreement shall gain any rights hereunder or be able to enforce any provision of this Agreement.

(i) Governing Law/Disputes. This Agreement shall in all respects be governed by the laws of the State of Nevada applicable to agreements executed and wholly performed within such State, without regard to any conflict of laws principles thereof. Each party to this Agreement irrevocably (a) submits to the sole and exclusive jurisdiction of any state or federal court located in Clark County, Nevada in litigating any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and (b) agrees that any such action or proceeding may be litigated only in such courts. Each party to this Agreement hereby waives any and all rights to a jury trial in any action arising hereunder. Each party to this Agreement hereby irrevocably consents to personal jurisdiction by such courts and waives, to the fullest extent permitted by law, the defenses of lack of personal jurisdiction, inconvenient forum, and improper venue to the maintenance of any such action or proceeding. Each party to this Agreement hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as is contemplated by this Section by certified or registered mail, return receipt requested, to its address for the giving of notices as set forth in this Agreement. Any final judgment rendered against a party in any such action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. In the event of any action or proceeding between the parties arising out of or relating to this Agreement, the prevailing party shall be entitled to recover and shall be awarded, in addition to any other relief awarded or granted, its costs and expenses (including reasonable attorneys', experts', and other professionals' fees) incurred in any such action or proceeding and any appeal in connection therewith. The prevailing party in any arbitration (or any other legal proceeding) shall be entitled to reimbursement from the other party of all costs of the arbitration (or other legal proceeding, respectively), including but not limited to filing fees and expenses, arbitrator fees and expenses, witness fees and expenses, and reasonable attorneys' fees and expenses. (j) Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties with respect to the within subject matter, and supersedes all other agreements whether express or implied between the parties whether written or oral relating thereto, and may not be modified or amended except by a written instrument executed by both of the parties hereto.

(k) Notice. All notices or other communications by a party to this Agreement (the "Notice-Giving Party") that are required or permitted in connection with this Agreement shall be in writing and deemed to have been duly given at the time of receipt if delivered personally or via overnight express, or three (3) days after being mailed via registered or certified mail, postage prepaid, return receipt requested to the other party's address as first set forth above, or at such other party's address as such other party may have given written notice in accordance with this provision to the Notice-Giving Party; or, immediately upon confirmed transmittal by e-mail or fax to an e-mail or fax address provided by the receiving party in writing for such purpose.

(I) Counterparts/Signature Delivery. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute a single agreement. A signature delivered via facsimile, email, or attachment to email shall be equally as effective as an original signature delivered in-person, via mail, or via any other means.

(m) Provisional Remedies. Consultant acknowledges that its performance -pursuant to this Agreement is of a unique, special, unusual, extraordinary, and intellectual character, making it difficult to replace and giving it a peculiar value, the loss of which cannot be reasonably compensated in damages in an action as law; that Consultant's breach of any provision of this Agreement will cause The Company irreparable injury and damage; and that The Company shall therefore be entitled, as a matter of right exercisable at The Company's election, to seek to enforce this Agreement and all of the provisions herein by injunction or other equitable relief, and/ or in an action for damages. In no event shall The Company be required to post a bond or any other form of surety in conjunction with any grant of injunctive or other equitable relief. Notwithstanding the foregoing, Consultant's sole and exclusive remedy for any breach or termination of this Agreement by The Company shall be monetary damages, and Consultant herein irrevocably waives any right to seek and/or obtain rescission and/or equitable and/or injunctive relief.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the day and year first set forth below.


Company ________________


Consultant: ____________________






Name: __________________







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