CONSULTING AGREEMENT JOINT VENTURE OR INDPEDANT CONRACTOR THIS CONSULTING AGREEMENT ("Agreement") is made as of the “DATE” between “PARTY

A”, a Delaware corporation with its principal office at “ADDRESS A” (hereinafter referred to as “NAME”"), and “PART B”, a Delaware limited liability company with its principal office at “ADDRESS B WITNESSETH: WHEREAS, COMPANYA is in the business of (BUSINESS DISCRIPTON) WHEREAS, (OTHER) WHEREAS, PARTY A is interested in engaging PARTY B to consult with respect to the development of PARTY A’S business; NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby mutually agreed as follows:

ARTICLE I DEFINITION 1.0 For the purpose of this Agreement, the term "PARTY-A" shall include the ENTITY named above and all employees, agents, officers, and other individuals or entities acting on behalf of PARTY-A in the performance of services for (all such employees, agents, officers and other individuals or entities are also referred to herein as “Assigned Employees”). ARTICLE II SERVICES 2.0 Subject to the conditions set forth herein, ”PARTY-A” agrees to consult “PARTY-B” with respect to services that ”PARTY-A” might provide “PARTY-B”; and, ”PARTY-A” will, from time to time, at ”PARTY-A”’s discretion, meet with (in conjunction with “PARTY-B”'s employees) “PARTY-B”’s prospective participants to discuss the services that ”PARTY-A” may provide to “PARTY-B” in regard to “NAME OF PROJECT” development and operations. ARTICLE III CHARGES 3.0 Upon execution of this Agreement, “PARTY-B” will pay ”PARTY-A” a non-refundable one-time fee of “AMOUNT” for the term of this Agreement. “PARTY-B” will pay ”PARTY-A” a fee at an hourly rate of $AMOUNT for each person employed by ”PARTY-A” and actul rate plus AMOUNT% for each indept consulta retaind by ”PARTY-A” to perform services involving ”PARTY-A”

3.1

or any improvements. inventions. Work Product shall constitute Confidential Information of ”PARTY-A”.5) percent. “PARTY-B” will pay ”PARTY-A” a fee at an hourly rate of $AMOUNT for each person employed by ”PARTY-A” and for each indept consulta retaind by ”PARTY-A” to perform such services. provided that “PARTY-B” will have the right to purchase at all times a non-exclusive license from ”PARTY-A”. “PARTY-B” shall provide ”PARTY-A” with a nonrefundable retainer in the amount of $AMOUNT. including the execution of any documents necessary to perfect ”PARTYA”’s ownership of the Work Product. 3. ARTICLE IV PROPERTY RIGHTS 4. “PARTY-B” will also reimburse ”PARTY-A” for out-of-pocket expenses incurred by ”PARTY-A” in connection with the performance of services hereunder. reasonable travel expenses.2 Upon execution of this Agreement. and ”PARTY-A” shall invoice “PARTY-B” on a bi-weekly basis to keep “PARTY-B” informed as to the remaining balance of said retainer. for fees and expenses incurred. ”PARTY-A” reserves the right to request an additional retainer in the event that the initial retainer is exhausted. payable in two equal monthly installments of $AMOUNT. Provided further.executive managers or ”PARTY-A” attorneys or ”PARTY-A” outside counsel pursuant to this Agreement. data center designs. marketing materials. the first of which is due upon execution of this Agreement. to utilize the Work Product in the operations of “PARTY-B”’s business. In the event that amounts owed for services exceed the amount of the retainer. “PARTY-B” agrees to pay the invoiced amount within ten (10) days from the date of presentation. reports. business processes and interface software to “PARTY-B” applications and systems that ”PARTY-A” develops for “PARTY-B” during the course of this engagement for the operations of the “NAME OF PROJECT”. drawings. on a bi-weekly basis. enhancements or documentation of or to the same that ”PARTY-A” or its Assigned Employees makes or conceives in the course of providing services to “PARTY-B”. but not limited to. including. methodology. ”PARTY-A” shall invoice “PARTY-B”. discoveries. improvements. “PARTY-B” shall have the right at all times under a paid-up non-exclusive license from ”PARTY-A” to use such marketing plans. software. apparatuses. systems architectures. and the second of which is due 30 days thereafter. “PARTY-B” shall cooperate with ”PARTY-A” to protect ”PARTY-A”’s interest in such Work Product. designs.0 ”PARTY-A” shall be the owner of all works of authorship. business recovery plans and procedures. whether prior to or during the term of this Agreement (hereinbefore and hereinafter collectively referred to as “Work Product”). firmware or similar or related developments or information. processes. business innovations. “PARTY-B” hereby acknowledges that all such Work Product is the exclusive property of ”PARTY-A”. analyses. Amounts not so paid shall bear interest beginning on such tenth day at a rate per month of one and one half (1. . For all other services performed hereunder. The retainer will be applied against amounts owed for services provided pursuant to this Agreement.

Neither party shall be considered an agent for the other party nor shall either party have authority to bind or obligate the other to third parties.ARTICLE V CONFIDENTIALITY 5. No representations.5 6. including but not limited to group insurance. including the Schedule attached hereto. provided. Each party agrees that no employee of the other party will for any purpose be or be deemed an employee of such first party or be entitled to any benefits provided by such first party to its employees.6 . or assigns of the parties hereto. commitments. Neither the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this Agreement. The language used in this Agreement shall be deemed to be language chosen by the parties hereto to express their mutual intent. and no rules of strict construction against any party shall apply to any term or provision of this Agreement. discussions. that neither party shall assign or transfer this Agreement in any manner without the prior written consent of the other party. successors. affiliates.0 The parties agree to continue to be bound by the terms of that certain Confidentiality Agreement dated as of “DATE” ARTICLE VI GENERAL 6. (collectively. or modified in any manner except by an instrument in writing signed by a duly authorized representative of each of the parties hereto. the "Understandings") contains the full understanding of the parties hereto with respect to the specific subject matter hereof and supersede and cancel all other previous agreements. promises or understandings which are not expressly set forth in the Understandings are binding upon any of the parties. changed. however. This Agreement shall be construed and the legal relations of the parties hereto shall be governed in accordance with the laws of the State of “STATE”.1 6. This Agreement and all rights and obligations hereunder shall inure to the benefit of and shall be binding upon subsidiaries. liability 6. and writings in respect of such subject matter (except for that certain Confidentiality Agreement dated as of DATE). The parties to this Agreement agree that the relationship created by this Agreement is that of independent contractors.4 6. This Agreement may not be released. The waiver by either of the parties hereto of any breach of any provisions hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any provisions or a waiver of the provision itself. United States of America. The provisions of this Agreement shall be severable and the invalidity or illegality of any provision of this Agreement shall not affect the validity or legality of the remaining provisions hereof. negotiations.3 6.2 6.0 This Agreement. discharged. abandoned.

each party agrees to inform the other party of any written disclosures that may take place prior to the issuance of such written disclosures. “DESIGNATED PERSONS” Either party may elect at any time to designate other individuals as primary contacts by providing notice to the other party. quarantine restrictions. Article VII . the parties have. materials.insurance.8 6. acts of “PARTY-B”. and “PARTY-B” has no obligation to provide Worker’s Compensation coverage for ”PARTY-A” or Assigned Employees or to pay overtime rates to Assigned Employees.Contacts 8. floods. “PARTY-B” will make no deductions from fees paid to ”PARTY-A” for any federal or state taxes or FICA. the scheduled date of completion of performance shall be deferred for a period equal to the time lost by reason of the delay. riots. “DESIGNATED PERSONS” . . However.0 The term of this agreement shall commence on the date first stated above and shall continue for a period of twelve (12) months. by their duly authorized representatives. and inability due to causes beyond its control to obtain necessary labor. 6. and to make reasonable modifications to such written disclosures as may be requested by the other party. 6. Either party may disclose the existence and/or nature of this relationship between the parties.0 ”PARTY-A”’s primary contacts for matters arising under this Agreement shall be. or computing facilities. paid vacations. or ensure the payment of. strikes. retirement plans and the like. fires. war. In the event of any delay. all required taxes and make. disability insurance.9 IN WITNESS WHEREOF. sick leave or other leave. “PARTY-B”’s primary contacts for matters arising under this Agreement shall be. timely payment of all withholdings and taxes relating to Assigned Employees and the compensation received by ”PARTY-A” under this Agreement. either party may terminate this agreement at any time for any reason by providing the other party with Thirty (30) days notice. acts of civil and military authority.Term 7. executed this Agreement as of the date first above written. The parties agree that this Agreement creates no legal obligation of any kind upon either party to establish a clearing relationship or for ”PARTY-A” to provide settlement services.0 9. Article VIII .7 ”PARTY-A” shall not be liable for delay due to causes beyond its reasonable control. It shall be ”PARTY-A”’s sole responsibility to compensate Assigned Employees and to pay. such as acts of God. Notwithstanding. or ensure the making of. It is understood and agreed that since ”PARTY-A” is an independent contractor. epidemics.

“PARTY-A” By: _______ “PARTY-B” By: Name: ______________ (please type or print) Name: (please type or print) Title: CEO Title: .

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