CONSULTING AGREEMENT

 

AGREEMENT made this     day of      , 20   , by and between           

, whose address is                    , hereinafter referred to as

the "Consultant", and               , whose principal place of

business is located at               , hereinafter referred to as

"Company".

 

WHEREAS, the Company desires to engage the services of the Consultant

to perform for the Company consulting services regarding the         

functions for the operation of          as an independent contractor

and not as an employee; and

 

WHEREAS, Consultant desires to consult with the Board of Directors,

the officers of the Company, and the administrative staff, and to

undertake for the Company consultation as to the direction of certain

functions in said management of;

 

NOW, THEREFORE, it is agreed as follows:

 

1.  Term.  The respective duties and obligations of the contracting

parties shall be for a period of       commencing on        , 20     

, and may be terminated by either party giving thirty (30) days'

written notice to the other party at the addresses stated above or at

an address chosen subsequent to the execution of this agreement and

duly communicated to the party giving notice.

 

2.  Consultations.  Consultant shall be available to consult with the

Board of Directors, the officers of the Company, and the heads of the

administrative staff, at reasonable times, concerning matters

pertaining to the organization of the administrative staff, the

fiscal policies of the Company, the relationship of the Company with

its employees or with any organization representing its employees,

and, in general, the important problems of concern in the business

affairs of the Company.  Consultant shall not represent the Company,

its Board of Directors,its officers or any other members of the

Company in any transactions or communications nor shall Consultant

make claim to do so.

 

3.  Liability.  With regard to the services to be performed by

the Consultant pursuant to the terms of this agreement, the

Consultant shall not be liable to the Company, or to anyone who may

claim any right due to any relationship with the Corporation, for any

acts or omissions in the performance of services on the part of the

Consultant or on the part of the agents or employees of the

Consultant, except when said acts or omissions of the Consultant are

due to willful misconduct or gross negligence.  The Company shall

hold the Consultant free and harmless from any obligations, costs,

claims, judgments, attorneys' fees, and attachments arising from or

growing out of the services rendered to the Company pursuant to the

terms of this agreement or in any way connected with the rendering of

services, except when the same shall arise due to the willful

misconduct or gross negligence of the Consultant and the Consultant

is adjudged to be guilty of willful misconduct or gross negligence by

a court of competent jurisdiction.

 

4.  Compensation.  The Consultant shall receive at least monthly from

the Company for the performance of the services to rendered to the

Company pursuant to the terms of the agreement $     per hour for

work performed by the Consultant; however, in no event shall the

compensation paid to the Consultant by the Company be less than

$___________ per month nor more than $__________ per month.  In

addition, the Company shall reimburse the Consultant per diem for any

reasonable out of pocket expenses incurred by the Consultant pursuant

to the terms of this agreement.  The Consultant shall submit itemized

statements  of hours of services performed and expenses incurred

during any particular month by the fifth (5th) day of the next

succeeding month.  The amount shall be paid to the Consultant by the

fifteenth (15th) day of the latter month.

 

5.  Retainer.  A minimum retainer of       Dollars ($       ) will be

paid Consultant by Company in advance of any consultations and will

be applied by client in advance of any consultations on account of

the fee for such consultations.

 

6.  Arbitration.  Any controversy or claim arising out of or relating

to this contract, or the breach thereof, shall be settled by

arbitration in accordance of the rules of the American Arbitration

Association, and judgment upon the award rendered by the

arbitrator(s) shall be entered in any court having jurisdiction

thereof.  For that purpose, the parties hereto consent to the

jurisdiction and venue of an appropriate court located in      

County, State of       .  In the event that litigation results from

or arises out of this Agreement or the performance thereof, the

parties agree to reimburse the prevailing party's reasonable

attorney's fees, court consts, and all other expenses, whether or not

taxable by the court as costs, in addition to any other relief to

which the prevailing party may be entitled.  In such event, no action

shall be entertained by said court or any court of competent

jurisdiction if filed more than one year subsequent to the date the

cause(s) of action actually accrued regardless of whether damages

were otherwise as of said time calculable.

 

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement

on the     day of          , 20  .

 

"Company"

 

Witness     Company Name

By:         Witness

 

"Consultant"

 

Witness      Firm's Name (if applicable)

By:          Witness