CONSULTING AGREEMENT TEMPLATE (FOR ADVICE ON POTENTIAL INVESTORS)

THIS CONSULTING AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Consultant").


WHEREAS, Company desires to engage Consultant to assist the officers and directors of the Company and act as a finder to locate potential investors and help identify and screen private companies that maybe of interest in merging with the Company.

WHEREAS, the Consultant is willing to perform such services as an independent contractor.

NOW, THEREFORE, the parties hereto agree as follows:

1. DUTIES. Consultant agrees to discuss Company with potential investors and, in connection therewith, to describe the business of Company, it prospects, and its value proposition. Consultant shall have no authority to execute any documents on behalf of Company, to bind Company in any way on any matter, or to hold itself out to any Potential Investor or any other person as being a representative of Company.

2. INDEMNIFICATION. The Consultant will not be responsible for any outcome or damage to Company as a result of Company's present or future contact with any potential investor. Consultant will devote as much of its time to its duties hereunder as Consultant deems necessary to perform such services.

3. CONSULTING FEES. The Consultant is to receive a fee of $[_____________] to cover certain out of pocket expenses related to identifying potential investors and searching for a potential private company to consolidate with the Company.

4. TERM. This Agreement is terminable at any time by either party for any or no reason. Unless terminated earlier or extended by agreement of both parties, this Agreement shall expire [_____________] days from the date this agreement is executed.

5. CONFIDENTIALITY. The Consultant acknowledges that Company will provide it with information which may constitute confidential, non-public information concerning Company. The Consultant agrees that it will maintain in confidence and will not disclose to any third party (unless compelled by law) or use for its own benefit (other than for performance of services under this Agreement) any confidential or proprietary information or other information disclosed to it by Company. The Consultant further agrees to take reasonable precautions to prevent any unauthorized disclosure of any such information. The Consultant acknowledges that this obligation shall survive the termination of this Agreement for 1 year without regard to the reason for such termination. Upon termination of this Agreement or upon Company request the Consultant shall return immediately to Company all confidential information.

6. INDEPENDENT CONTRACTOR. As an independent contractor, the Consultant shall not participate in any employee benefits provided by Company to its employees, including worker's compensation insurance, disability, pension, or other employee plans. The Consultant assumes full responsibility and liability for the payment of any taxes due on money received by it hereunder.

7. CONFLICT OF INTEREST. The Consultant represents that it is not a party to any agreement which represents a conflict of interest with its role as Company's consultant or the terms of this Agreement or which materially and adversely affects Consultant's ability to perform the defined services for Company. Further, Consultant agrees it will not enter into any agreement or business relationship during the term of this Agreement that could place him in a conflict of interest position.

8. ASSIGNMENT OF DEVELOPMENTS. All ideas, discoveries, inventions, methods, data, formulae, improvements, biological materials, computer programs, source code, designs and all other results of the Consultant's services hereunder ("Developments") whether or not reduced to practice and whether or not protectable under state, federal, or foreign patent, copyright, trade secrecy or similar laws, shall be the exclusive property of Company. The Consultant shall promptly and fully disclose to Company any and all Developments conceived, reduced to practice, created or developed by the Consultant, alone or by the Consultant and others, or both, in the course of providing services under this Agreement. The Consultant hereby assigns and agrees to assign to Company all of the Consultant's right, title and interest in and to any and all Developments. Consultant agrees to cooperate fully in obtaining patent, copyright or other proprietary protection for such Developments, all in the name of Company and at Company's cost and expense, and without limitation, shall execute and deliver all requested applications, assignments and other documents, and shall take such other measures as Company shall reasonably request in order to perfect and enforce Company rights in the Developments, and hereby appoints Company its attorney to execute and deliver any such documents on its behalf in the event the Consultant fails or refuses to do so.

9. ARBITRATION. Should either party wish to commence any legal proceeding involving this Agreement, the moving party shall be entitled to initiate arbitration proceedings. Proceeding shall be initiated and conducted in [_____________] under the rules of the [_____________] Arbitration Association. The decision of the arbitrator shall be final and binding. The party prevailing in such proceedings shall be entitled to recover its or its costs and reasonable attorney's fees from the party not prevailing.

10. 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: ________________________________