CONSULTANT CONTRACT (FOR A FORMER EMPLOYEE CONSULTING ON THE TRANSITION)

THIS CONSULTANT CONTRACT (this "Agreement") is made as of [_____________] by [_____________] (the "Consultant"), and [_____________], a corporation having its principal office at [_____________] (the "Company").


WHEREAS, Consultant has recently ended employment with the Company, and the Company desires to retain the Consultant to render consulting services regarding a smooth transition of Consultant's responsibilities consisting of [_____________], and the Consultant wishes to render such services, all as provided below.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

1. Services. The term of this Agreement shall be from [_____________] to [_____________] (the "Term").

1.1 Consulting Services.

(a) During the Term, the Consultant shall report to the Company's office on a regular basis or otherwise perform services for the Company for at least [_____________] hours per week and during such time provide the Company with advice as is reasonably requested by the Company.

(b) The Consultant shall follow the direction of and report to [_____________].

1.2 Compensation.

(a) In consideration for the services to be rendered by the Consultant to the Company pursuant to this Agreement, the Company shall pay to the Consultant for the Term the sum of $[_____________], payable in equal installments on the Company's regular payroll dates during the Term.

(b) Consultant acknowledges that as an independent contractor he will be responsible for and will pay all applicable federal, state and local taxes with respect to the consulting payments made hereunder.

(c) Consultant will also be reimbursed for reasonable and necessary business expenses incurred in performing the services in accordance with the Company's usual policies and procedures.

1.3 Benefits. During the Term, Consultant shall not be entitled to any Company benefits; provided, however, that the Company agrees to pay the COBRA premiums for Consultant's medical coverage.

2 Interpretation and Enforcement.

2.1 The Company acknowledges and agrees that with respect to the services to be rendered by the Consultant, the Consultant is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company or any other person by virtue of this Agreement and the retention of the Consultant hereunder, all of which are hereby expressly waived.

2.2 The Company also agrees that the Consultant shall not have any liability (including without limitation, liability for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any act or omission of the Consultant, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation, equity holders and creditors of the Company) claiming through the Company for or in connection with the engagement of the Consultant, this Agreement and the transactions contemplated hereby, except for liabilities which arise as a result of the gross negligence or willful misconduct of Consultant. The Company acknowledges that the Consultant was induced to enter into this Agreement by, inter alia, the provisions of this Section.

3. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Consultant in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Consultant without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONSULTANT

By: __________________________________
Print Name: ___________________________
Title: ________________________________