CONSULTANT CONTRACTS (FOR REMOTE CONSULTANTS SUBJECT TO CONFIDENTIALITY AND NON-SOLICITATION)

THIS CONSULTANT CONTRACT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation (the "Company") and [_____________] ("Consultant").


WHEREAS, Consultant has knowledge and relevant experience in the area relevant to [_____________]; and

WHEREAS, in light of the foregoing, Company desires to retain Consultant to render Services (as such term is hereinafter defined) to it, and Consultant desires to render Services to Company.

NOW, THEREFORE, in consideration of the above premises and of the mutual agreement and undertakings hereinafter set forth, Company and Consultant agree as follows:

1. Scope of Work. Consultant shall be available via telephone to consult with Company on issues related to [_____________] as the need may arise ("Services"). Consultant shall render Services to Company, in accordance with and subject to the terms and provisions of this Agreement.

2 Independent Contractor. Neither this Agreement nor Consultant's Services hereunder shall entitle Consultant to participate in any employee benefit plan or arrangement of Company. Consultant expressly acknowledges that Consultant is not entitled to participate in any benefit plans of Company. Consultant hereby expressly waives any claim for benefits coverage in relation to the Services provided under this Agreement.

3. Representations and Warranties of Consultant. Consultant represents and warrants to Company that: (i) Consultant will use Consultant's best efforts and such working time and energy as may be required for the performance of the Services, in accordance with the requests and instructions of Company; (ii) Consultant is not a party to any agreement or understanding, oral or written, effective on the date first written above or applicable during the Term restricting or limiting Consultant's ability to observe and perform the terms and provisions hereof on Consultant's part to be observed and performed; (iii) Consultant will not become a party to any such agreement or understanding during the Term without Company's prior written consent; and (iv) Consultant will comply with all applicable laws, rules and regulations in performing Consultant's obligations hereunder.

4. Ownership of Information. Any and all work prepared by Consultant for Company or developed in the course of providing the Services shall belong to Company. Consultant shall not circulate, disseminate or provide these materials to any other party without the prior written consent of Company.

5. Consulting Fees. In consideration for the Services, Company shall pay Consultant $[_____________] weekly, beginning [_____________].

6. Confidentiality. Consultant acknowledges that certain information not in the public domain, and proprietary to Company (and any information disclosed by a third party to Company under an obligation of confidentiality) including, without limitation, information relating to current or future finances, budgets, products, processes, equipment, services, research, development, patent applications, manufacturing, engineering, sales information, marketing plans and policies of Company ("Confidential Information") may be made available to Consultant or developed by Consultant during Consultant's term of engagement with Company. During the Term and thereafter, Consultant will treat as trade secrets of Company all Confidential Information acquired or developed by Consultant during the course of Consultant's engagement with Company, and will not use any such Confidential Information for Consultant's own benefit nor disclose (orally or in writing) any such Confidential Information to any third party, except as previously authorized in writing by Company. Consultant will not reveal to Company any confidential information of a third party that Consultant is prohibited from disclosing to Company. Consultant further agrees not to enter any Company premises without the knowledge and consent of [_____________]. In addition to any other remedies, if Consultant breaches this agreement, the Company, as liquidated damages, will be relieved of any obligation to make the payment contemplated hereunder.

7. Term and Termination. This Agreement shall commence on [_____________], and shall terminate on [_____________] ("Term") or such earlier date if Consultant is unable to provide a Certification. If this Agreement is terminated by Company based upon a breach of the Agreement by Consultant, Consultant shall not be compensated for any Services provided that involved a breach of this Agreement. Upon termination of this Agreement for any reason, Consultant shall promptly, but in no case later than five (5) days after said termination, return to Company all Confidential Information, and all materials supplied to Consultant by Company and copies thereof.

8. Non-Solicitation. Consultant agrees that he will not, for a period of one (1) year following the termination of this Agreement, directly or indirectly attempt to solicit or induce any employee of Company or any of its affiliates to leave the employment of Company of any of its affiliates.

9. 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: ________________________________