Independent Contractor / Consultant Agreement

This Independent Contractor Agreement (the "Agreement") is entered into this [specify date] by and
between [Name of Independent Contractor/Consultant] (the "Consultant"), a corporation located at
[specify], d/b/a [specify], for itself and its heirs, executors, administrators, related entities and assigns and
[Name of Company] (the "Company").

RECITALS

WHEREAS, the Company is in need of assistance in the area of (specify); and WHEREAS, Consultant
has agreed to perform consulting work for the Company in (specify) services and other related activities
for the Company;

NOW, THEREFORE, the parties hereby agree as follows:

1. Consultant's Services. Consultant shall be available and shall provide to the Company professional
services in the area of (specify) ("Consulting Services") as needed and requested.

2. Consideration.

A. RATE. In consideration of the Services to be performed by Consultant under this Agreement the
Company will pay Consultant the flat rate of (specify per job) or at the rate of (specify) per hour for time
spent on Consulting Services. Consultant shall submit written, signed reports of the time spent performing
Consulting Services, itemizing in reasonable detail the dates on which services were performed, the
number of hours spent on such dates and a brief description of the services rendered. The Company shall
pay Consultant the amounts due pursuant to submitted reports within (specify) after such reports are
received by the Company.

B. EXPENSES. Additionally, the Company will pay Consultant for the following expenses (specify, such
as: all travel expenses to and from all work sites; meal expenses; administrative expenses; lodging
expenses if work demands overnight stays; and miscellaneous travel-related expenses including parking
and tolls) incurred while this Agreement between Consultant and the Company exists.

Consultant shall submit written documentation and receipts where available itemizing the dates on which
expenses are incurred. The Company shall pay Consultant the amounts due pursuant to submitted
reports within (specify) after a report is received by the Company.

3. Independent Contractor. Nothing contained herein or any document executed in connection herewith,
shall be construed to created an employer-employee partnership or joint venture relationship between the
Company and Consultant. Consult-ant is an independent contractor and not an employee of the Company
or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole
consideration due Consultant for the services rendered hereunder. It is understood that the Company will
not withhold any amounts for payment of taxes from the compensation of Consultant hereunder.
Consultant will not represent to be or hold itself out as an employee of the Company and Consultant
acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or
other benefit programs now or hereafter available to the Company's regular employees. Any and all sums
subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or
municipal laws or union or professional guild regulations shall be Consultant's sole responsibility and
Consultant shall indemnify and hold Company harmless from any and all damages, claims and expenses
arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection
with said payments.
4. Confidentiality. In the course of performing consulting services, the parties recognize that Consultant
may come in contact or become familiar with information which the Company or its subsidiaries or
affiliates may consider confidential. This information may include, but is not limited to, information
pertaining to (specify) which information may be of value to a competitor. Consultant agrees to keep all
such information confidential and not to discuss or divulge it to anyone other than appropriate Company
personnel or their designees.

5. Term. This Agreement shall commence on (specify date) and shall terminate on (specify date), unless
earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days
prior written notice. The Company may, at its option, renew this Agreement for an additional term of
(specify) on the same terms and conditions as set forth herein by giving notice to Consultant of such
intent to renew on or before (specify date).

6. Consultant's Taxpayer I.D. Number. The taxpayer I.D. number of the Consultant is (specify). The
Consultant is licensed to perform the agreed upon services enumerated herein and covenants that it
maintains all valid licenses, permits and registrations to perform same.

7. Insurance. The Consultant will carry general liability, automobile liability, workers' compensation and
employer's liability insurance in the amount of (specify). In the event the Consultant fails to carry such
insurance it shall indemnify and hold harmless Company, its agents and employees from and against any
damages, claims, and expenses arising out of or resulting from work conducted by Consultant and its
agents or employees.

8. Competent Work. All work will be done in a competent fashion in accordance with applicable
standards of the profession and all services are subject to final approval by a representative of the
Company prior to payment.

9. Representations and Warranties. The Consultant will make no representations, warranties, or

10. Legal Right. Consultant covenants and warrants that he/she has the unlimited legal right to enter into
this Agreement and to perform in accordance with its terms without violating the rights of others or any
applicable law and that he/she has not and shall not become a party to any other agreement of any kind
which conflicts with this Agreement. Consultant shall indemnify and hold harmless the Company from any
and all damages, claims and expenses arising out of or resulting from any claim that this Agreement
violates any such agreements. Breach of this warranty shall operate to terminate this Agreement
automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Company
to pay any amounts which remain unpaid under this Agreement.

11. The Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall
not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may
rely on such failure.

12. Notice. Any notice or communication permitted or required by this Agreement shall be deemed
effective when personally delivered or deposited, postage prepaid, in the first class mail of the United
States properly addressed to the appropriate party at the address set forth below:

1. Notices as to Consultant: (specify address)

2. Notices to the Company: (specify address)

14. Miscellaneous.

a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and replaces and supersedes all other agreements or
understandings, whether written or oral. No amendment or extension of this Agreement shall be binding
unless in writing and signed by both parties.

b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of
Consultant and the Company and to the Company's successors and assigns. Nothing in this Agreement
shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder,
and such assignment is expressly prohibited without the prior written consent of the Company.

c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of (specify).
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision.

WHEREFORE, the parties have executed this Agreement as of the date written above.

COMPANY:

By:

Date:

CONSULTANT:

By:

Date:
CONSULTANT
State of
County of

Before me, the undersigned authority on this date personally appeared __________, known to me to
be person whose name is subscribed to the foregoing instrument and acknowledged to me he
executed the same for the purposes and considerations therein expressed.

Given under my hand and seal of office the _____ day of __________.

Notary Public

County

My Commission Expires: