CONSULTING AGREEMENT (for Services)

Effective Date (“Effective Date”), Consultant Name (“Consultant”) and Company (“Client”), agree (this “Agreement”) as follows:

1. Services and Payment. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A.

2. Ownership; Rights; Proprietary Information; Publicity. Client shall own all right, title and interest for work completed during each Billing Period after invoice for that Billing Period is paid in full to the Consultant.

3. Warranty. Consultant warrants that the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others. All deliverables shall be to the best of consultants’s knowledge original work of consultant and/or its independent contractors. Contractor will ensure all third-party resources utlitized in deliverables do not violate the rights of any third parties.

4. Termination. Either party may terminate the contract at any time through written request. The Client shall upon termination pay Consultant all unpaid amounts due for Services completed prior to notice of termination.

5. Relationship of the Parties. Each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other.

6. Notice. All notices under this Agreement shall be in writing.

7. Miscellaneous. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.

8. Invoices. All invoices are payable within 15 days of receipt. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Consultant reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees.

9. Designer Tools. Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants the Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer.

Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

EXHIBIT A

Services & Fees

Services:

Add description of services yoiur consultant is responsible for

Term:

The term will continue until the Services are completed or the Agreement is terminated under Section 4, whichever occurs first.

Fees:

Fee of $Day Rateper day.

Exclusive of travel time; payable semi-monthly in arrears 15 days after receipt of itemized invoice, with a cap of $Cap Amount per billing period.

Expense reimbursement

Limited to required, reasonable telephone expenses, coach class (or equivalent) transportation, lodging and meals that have been authorized in writing by the Client in advance; payable 15 days after receipt of itemized invoice.