CONSULTING EXAMPLE (FOR RECRUITING CONSULTING SERVICES)

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, Consultant has experience in the administration of the Company and in the sales of services and implementation of software applications; and

WHEREAS Consultant is willing to perform consulting services for the Company concerning recruiting services ("consulting"); and

WHEREAS Consultant is willing to perform personnel search services ("personnel searches") exclusively for the Company; and

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the Company and Consultant agree as follows:

1. Consulting. Consultant agrees to be available to Company for consulting services for a minimum of one day each week during this Agreement, scheduled as mutually convenient between the parties hereto, with the understanding that Consultant shall make best efforts to give priority to consulting requests, and that the Company shall make its best efforts to give Consultant reasonable advanced notice of consultation scheduling requests. The parties agree that consultation shall be upon the request of the Company, and that Consultant shall have no duty to perform services for the Company except upon request. The parties further agree that requests for consultation in excess of one day each week shall be granted at the discretion of the Consultant, and shall be separately compensated as discussed below.

2. Personnel Searches. The parties hereto contemplate that Consultant will perform personnel searches for clients seeking to fill employment vacancies, including searches initiated by the Company as well as searches developed by Consultant. Revenue from such searches shall be shared as discussed below.

3. Compensation. The Company shall pay to Consultant compensation at the rate of $[_____________] per month as a retainer (the "retainer") payable on the first business day of each calendar month. In the event Consultant provides consulting services in excess of one day each week, Consultant shall be compensated at the rate of $[_____________] per hour for all time exceeding one day each week. In addition to consultation, Consultant will perform personnel searches as described above. The parties agree that revenue from such searches shall be applied first to the Company's out of pocket expenses, with the remaining net revenue to be shared between the parties, fifty percent (50%) to the Company and fifty percent (50%) to the Consultant.

4. Best Efforts. Consultant shall devote reasonable time, attention, knowledge and skill to the business interests of the Company whenever performing services, and agrees not to accept other engagements which would prevent devotion of at least one day each week to services.

5. Competitive Businesses. The parties agree that the Company's business would be harmed by Consultant's performance of consulting or personnel searches for the Company's competitors. During the period of the Agreement, Consultant shall not enter into any other agreement to perform consulting or personnel searches for any person or entity involved in the business of conducting personnel searches in competition with the Company. The parties hereto expressly contemplate that Consultant will engage in other non-competitive businesses, including, but not limited to, real estate sales.

6. Customers and Records. Consultant acknowledges that all customers and prospects of the Company during the period of the Agreement are the Company's clients. Upon termination of the Agreement, Consultant shall not, without prior written consent of the Company, solicit the Company's clients. Consultant acknowledges that all records of the Company belong solely to the Company, and Consultant shall not remove or copy such records without the consent of the Company.

7. Term of the Agreement. The term of this Agreement shall be for twenty-four (24) months from the effective date hereof, and after such term shall automatically renew for successive twelve month terms until the Agreement is terminated as hereinafter provided.

8. Termination of the Agreement.

8.1. This Agreement may be terminated by the Company upon provision to Consultant of three (3) months written notice of termination.

8.2. The Company shall have the option to terminate this Agreement immediately should any of the following occur:

(i) Consultant breaches in a material manner any of Consultant's obligations under this Agreement, and such breach continues uncured for more than 30 calendar days after Consultant is given written notice of such breach by the Company.

(ii) Consultant is found guilty of, or pleas nolo contendre to, a felony or other crime involving moral turpitude or any other act or omission involving misappropriation, embezzlement, dishonesty or fraud with respect to the Company or any of the Company's customers, clients, suppliers or distributors,

(iii) Consultant engages in conduct causing the Company or any of the Company's products or services substantial public disgrace or disrepute resulting in substantial economic harm to the Company, or

(iv) Consultant engages in any act or omission that would knowingly aid or abet a competitor, supplier, customer, client or key retailer of the Company to the material disadvantage or detriment of the Company or the Company's products or services.

8.3. Consultant shall have the option to terminate this Agreement immediately upon the Company's violation of any covenant or term herein contained if such failure continues uncured for more than 30 calendar days after Company is given written notice of such failure by the Consultant.

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: ________________________________