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Advisory Associate Agreement

PREFACE: This Agreement outlines the general understanding of the working relationship between XXXXXX (COMPANY) located at XXXXXX and the undersigned (Advisor) residing at the address set forth on the signature page hereof. This Agreement is to be considered a binding document with regard to its subject matter, however, there may be instances where changes to the "defined scope of work" may occur, due to COMPANY's requirements, and such changes will be mutually agreed to before they are instituted. SCOPE OF WORK: Advisor agrees to provide the types of business expertise and advice as are defined in Exhibit A (the Advisory Services). INTELLECTUAL PROPERTY: All tangible and intangible work product and development efforts (verbal or written) (collectively, "Work Product") and all rights therein, conceived, prepared or created during the course of this Agreement shall be the sole property of COMPANY without additional financial encumbrance. To the extent permitted by the U.S. Copyright Act, the Work Product shall be considered "work-made-for-hire" and all ownership of copyright in the Work Product shall vest in COMPANY at the time it is created. To the extent necessary for COMPANY's complete ownership of all property rights embodied in the Work Product, (i.e., to the extent the Work Product cannot legally be considered a "workmade-for-hire" and with respect to patent and trade secret rights), Advisor hereby assigns to COMPANY all right, title and interest in and to the Work Product and the right to secure patent rights, copyright and other intellectual property rights throughout the world, and to have and to hold such rights in perpetuity. Advisor further waives for him/herself and his/her heirs, successors and assigns, any rights he may have now or in the future to terminate or revoke this assignment. Work Product shall not include work product for which no equipment, supplies, facilities or confidential information of COMPANY was used and which were developed on Advisors own time, unless (a) the work product relates directly to COMPANYs actual or demonstrably anticipated business, or (b) the work product derives from or relates to any work Advisor performed for COMPANY. INDEMNIFICATION: Advisor shall defend, hold harmless, and indemnify COMPANY from and against any claim, action, or judicial or other proceeding based upon infringement or misappropriation of any foreign or United States patent, copyright, trade secret or other proprietary rights by the Work Product. Further, Advisor shall indemnify and hold COMPANY harmless against any and all damages, liabilities, obligations, expenses, costs and attorneys' fees incurred by or awarded against COMPANY in any such proceedings, reimburse any expenses incurred by COMPANY as a result of the proceeding, and if any such action is settled, pay all settlement amounts.


APPROVAL AND AUTHORIZATION: Advisor represents and warrants that Advisors engagement by COMPANY and the performance of Advisors services hereunder (i) do not violate any agreement to which Advisor is a party (including, without limitation, employment agreements) or any policy. rule or restriction imposed by Advisors employer or by which Advisor is otherwise bound; and (ii) have been approved by Advisors supervisor after disclosure by Advisor of the terms and conditions of such engagement. CONFIDENTIAL IINFORMATION: Confidential Information means any information or material, whether or not owned or developed by COMPANY, in which COMPANY or any third party to whom COMPANY is bound by and obligation of confidentiality regarding such information or material, has rights, and which Advisor may obtain knowledge of through or as a result of the provision of services pursuant to this Agreement. Without limiting the foregoing, Confidential Information means: (a) any and all software and any and all copyrighted material which are proprietary to COMPANY; and (b) any and all business plans, marketing techniques and plan, financial materials, cost data, customer lists, pricing policies and other proprietary business information of COMPANY or its customers. Notwithstanding the foregoing, Confidential Information shall not include information that (i) Advisor lawfully obtains from any third party who has lawfully obtained such information; (ii) is generally available to the public or is later published or generally disclosed to the public by COMPANY; or (iii) was already known to or in the possession of Advisor prior to disclosure by COMPANY. Advisor understands that the projects for which he/she will be supplying services and all resulting Work Product are to be considered confidential and proprietary to COMPANY and Advisor shall not disclose or use any information outside of COMPANY without first obtaining COMPANY's express written permission. ADVISOR SHARES: In consideration for Advisors services, COMPANY shall grant Advisor options to purchase up to X,000 shares of COMPANY common stock, at an exercise price, with such vesting terms and on such other terms and conditions as set forth on that certain Stock Option Agreement attached hereto as Exhibit B. Such stock options shall be Advisors sole consideration under this Agreement; provided that COMPANY may, in its discretion, grant additional stock options or provide other compensation to Advisor pursuant to a separate written agreement between COMPANY and Advisor. TERMINATION: COMPANY or Advisor can terminate this arrangement at any time with thirty (30) days written notice. INDEPENDENT CONTRACTOR STATUS: Advisor, while performing services pursuant to this Agreement, is at all times acting and performing as an independent contractor and not as an employee of the Company. Advisor acknowledges that he/she is not eligible for, and may not participate in any Company employee pension, health, or fringe benefits plan or offerings. Advisor has no authority to enter into contracts on behalf of COMPANY and nothing herein shall be interpreted to create an agency, partnership or joint venture. Advisor also acknowledges that Company will not withhold federal, state, or local income tax, payroll tax of any kind. Advisor understands that he/she is responsible for paying Advisors income tax according to law. Advisor also understands that he/she may be liable for self-employment (Social Security) tax, to be paid by Advisor according to law. Advisor will indemnify COMPANY for any claims brought by any local, state or federal authorities arising from or relating to Advisors failure to pay any taxes


owing on sums paid to Advisor by COMPANY. No Workers Compensation Insurance has been or will be obtained by COMPANY for Advisor. Advisor must provide its own Workers Compensation coverage and must assume full responsibility for any liability and exposure under law relating to Workers Compensation. ENTIRE AGREEMENT: This Agreement, together with the Stock Option Agreement between COMPANY and Advisor, constitutes the entire agreement between COMPANY and Advisor, and merge all prior and contemporaneous communications with respect to the subject matter hereof. This Agreement shall not be modified except by written agreement signed by both parties. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Washington. Venue for any action arising our of this Agreement shall exist in King County, Washington, or Federal District Court for Western District of Washington. If court proceedings are required to enforce any provision of this Agreement, the prevailing party shall be entitled to an award of reasonable costs and expenses of litigation including attorneys fees This Space Intentionally Blank Signature Page Follows







Date:____________ SSN: Address City, State ZIP

Date:_____________ Fed ID: Address City, State ZIP

ADVISOR CERTIFICATION Advisor certifies to COMPANY that Advisor has informed Advisors employer of: Advisors engagement by COMPANY; The services Advisor will perform on behalf of COMPANY as described herein; and COMPANYs terms to Advisor of the Advisor Stock Options set forth herein, and that Advisors employer has consented to and approved COMPANYs engagement of Advisor on the terms set forth herein. _______________________________




Exhibit A
The Advisor will execute the following tasks starting at the signature of this agreement:

Advisor Contact. Advisor will interface with <COMPANY Contact> Product Roadmap Development. COMPANY is continually updating our product roadmap to focus on emerging markets within the <INDUSTRY> space. We are focused on being first to market with applications and products that are <DESCRIBE PRODUCT & MARKET> needs as they emerge. COMPANY will ask you to review our product roadmap and give us feedback. Your help will highlight product changes and new product direction to improve the overall COMPANY product portfolio. Industry and Strategic Discussion. The best companies listen to new insight and change from industry leaders, competitors, customers and other sources. We will look to you to alert us of recent industry trends. Your input will help us shape our response. Discussions related to <INDUSTRY> industry advances and direction will be a valuable part of the Advisory Associates relationship with COMPANY. Network Contact and Visibility. COMPANY has a seasoned team of executives and Board Members that have many years of involvement in the <INDUSTRY> business and also have many contacts deep within the <MARKET>. In some cases, however, COMPANY may not know the best person for the specific opportunity. We would call upon you to help us identify the most appropriate person and provide us an introduction to that person if possible. The advisory Associate would also be called upon to provide references to COMPANYs viability and capabilities.

Advisory Associate Commitment:

One hour per month in personal interaction with your COMPANY contact or other COMPANY employees or other parties as agreed to by the Advisor and COMPANY. Support definition of product offers, marketing & sales materials, and points of contact at <TARGET MARKET>; Advise on market entry tactics for <TARGET MARKET> channels. Provide leads and access to potential COMPANY candidates and industry partners.



Exhibit B

1. Initial grant of xx,000 Options vesting monthly for first 60 days of annual advisor agreement (50% vesting per month). 2. Additional grant of xx,000 Options with immediate vesting if advice provided by Advisor results in a sale of PRODUCT I product/services to a <TARGET MARKET> company within one year from the execution date of this agreement. 3. Additional grant of xx,000 Options with immediate vesting if advice provided by Advisor results in a sale of PRODUCT II product/services to a <TARGET MARKET> company within one year from the execution date of this agreement. 4. Additional grant of xx,000 Options with immediate vesting if advice provided by Advisor results in a sale of PRODUCT III product/services to a <TARGET MARKET> company within one year from the execution date of this agreement. 5. Additional grant of xx,000 Options with immediate vesting if advice provided by Advisor results in a sale of other COMPANY product/services including but not limited to <LIST PROFESSIONAL SERVICES> services to a <TARGET MARKET> company within one year from the execution date of this agreement. A <TARGET MARKET> company is defined as a <SPECIFY>. Option grant dates for items 2 thru 5 above shall be the execution date of the customer agreement; the grant date for item 1 shall be the execution date of this agreement. All grants are subject to the approval the COMPANY Board of Directors. Exercise price, vesting terms and other terms and conditions shall be set forth in the Stock Option Agreement(s), which are incorporated herein by this reference.