APPENDIX E
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreeme nt") is made and en tered in to. tdOy of ___________ , 200_ (the "Effective Date") by and between XYZ Corporation, a corporatio n duly orga ni zed un der law and hav ing an usual place of bus in ess at (here in after referred to as the “ Compa ny") and
__________________ of ______________________________ (here in after referred to as the "Con sulta nt").
WHEREASthe Company wishes to engage the Consultant to provide the services described here in and Con sulta nt agrees to provide the services for the compe nsati on and otherwise in accorda nee with the terms and con diti ons contained in this Agreeme nt,
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable con sideratio n, the receipt and sufficie ncy of which are hereby ack no wledged, accepted and agreed to, the Compa ny and the Con sulta nt, intending to be legally bound, agree to the terms set forth below.
1. TERM. Comme ncing as of the Effective Date, and con ti nuing for a period of __ ( ) years (the “ Term” unless earlier terminated pursuant to Article 4 hereof, the Consultant agrees that he/she will serve as a consultant to the Company. This Agreement may be ren ewed or exte nded for any period as may be agreed by the parties.
2. DUTIES AND SERVICES.
(a) Con sulta nt's duties and resp on sibilities shall be _______________________
_______________________________________________________________ (collectively, the “ Duties ” or “ Services ” ).
(b) Con sulta nt agrees that duri ng the Term he/she will devote up to __ ( ) days
per mon th to his/her Duties. The Compa ny will periodically provide the Con sulta nt with a schedule of the requested hours, resp on sibilities and deliverables for the applicable period of time. The Duties will be scheduled on an as-needed basis.
(c) The Con sulta nt represe nts and warra nts to the Compa ny that he/she is un der
no
con tractual or other restrictio ns or obligati ons which are incon siste nt with the executi on of this Agreement, or which will interfere with the performanee of his/her Duties. Consultant represe nts and warra nts that the executi on and performa nee of this Agreeme nt will not violate any policies or procedures of any other pers on or en tity for which he/she performs Services con curre ntly with those performed herei n.
(d) In performing the Services, Consultant shall comply, to the best of his/her kno
wledge, with all bus in ess con duct, regulatory and health and safety guideli nes established by
s bus in ess. the Compa ny for any gover nmen tal authority with respect to the Compa ny '
3. CONSULTING FEE.
(a) Subject to the provisi ons hereof, the Compa ny shall pay Con sulta nt a con sult
ing
fee of ____________ ($ _____ ) Dollars for each hour of Services provided to the Company
(the "Consuiting Fee’). The Consultant shall submit monthly, on the Company sstandard r eporting
form, a listing of his/her hours, the Duties performed and a summary of his/her activities. The Consulting Fee shall be paid within fifteen (15) days of the Company
the report and inv oice.
(b) Consultant shall be entitled to prompt reimbursement for all pre-approved expenses
incurred in the performanee of his/her Duties, upon submission and approval of written statements
and receipts in accordance with the then regular procedures of the Compa ny.
(c) The Consultant agrees that all Services will be rendered by him/her as an in depe
ndent con tractor and that this Agreeme nt does not create an employer-employee relationship
between the Consultant and the Company. The Consultant shall have no right to receive any
employee ben efits in clud ing, but not limited to, health and accide nt in sura nce, life in sura nce,
sick leave an d/or vacati on. Con sulta nt agrees to pay all taxes in clud ing, self- employme nt
taxes due in respect of the Con sult ing Fee and to indemnify the Compa ny in the eve nt the
Compa ny is required to pay any such taxes on behalf of the Con sulta nt.
4. EARLY TERMINATION OF THE TERM.
(a) If the Consultant voluntarily ceases performing his/her Duties, becomes physically
or men tally un able to perform his/her Duties, or is termi nated for cause, the n, in each in sta
nce, the Con sult ing Fee shall cease and termi nate as of such date. Any term in ati on
“ For Cause ” shall be made in good faith by the Company ' s Board of Directors.
(b) This Agreeme nt may be term in ated without cause by either party upon not less
tha n thirty (30) days prior writte n no tice by either party to the other.
(c) Upon term in atio n un der Sect ions 4(a) or 4(b), n either party shall have any further obligations under this Agreement, except for the obligations which by their terms survive this term
in ati on as no ted in Sectio n 16 hereof. Upon term in ati on an d, in any case, upon the Company
sequest, the Consultant shall return immediately to the Company all Con fide ntial In formatio n,
as here in after defi ned, and copies thereof.
5. RESTRICTEACTIVITIESDuri ng the Term and for a period of one (1) year thereafter, Con
sulta nt will not, directly or in directly:
(i) solicit or request any employee of or con sulta nt to the Compa ny to leave the