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INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR'S AGREEMENT (the ?Agreement?) is made as of Date, Year by and between ?Company Name? (the Company), and ?Independent Contractor's Name? (the Independent Contractor) a corporation/sole proprietorship/whatever with its principal place of business at ?Independent Contractor's Address?. In consideration of the mutual premises herein contained, Company and Independent Contractor hereby agree as follows: SECTION 1: ENGAGEMENT The Company hereby engages the Independent Contractor to render the services, and deliver the reports, according to the schedule and as described in the annexed Exhibit A (collectively, the ?Services?). In the event of any conflict between this Agreement and the annexed Exhibit A, this Agreement shall control. SECTION 2: COMPENSATION A. In full consideration for the performance of the Services hereunder, and for any rights granted or relinquished by the Independent Contractor under this Agreement, the Company shall pay the Independent Contractor as follows (check as applicable): on a time and materials basis at the following rates: or a fixed fee (the ?Fee?) in the amount of $ payable in installments as follows: B. Payments shall be preceded by an invoice from the Independent Contractor (to be submitted monthly), which Company shall then pay in the ordinary course. C. The Company will reimburse the Independent Contractor for reasonable and necessary expenses incurred in the performance of the Services; provided, however, that all such expenses shall be subject to Company's prior approval. Air travel shall be at coach fares and lodging shall be at moderately priced hotels, taking advantage of available corporate discounts. D. Independent Contractor acknowledges and agrees that, except as provided in this Section 2, it shall not be entitled to, and the Company shall not be obligated to pay, any monies or other compensation for the Services provided and rights granted under this Agreement. SECTION 3: ASSURANCE OF SERVICES A. Independent Contractor will assure that the following individuals (the ?Key Employees?) will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): Name of Key Employee, Title of the Key Employee Name of Key Employee, Title of the Key Employee B. The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. SECTION 4: INDEPENDENT CONTRACTOR RELATIONSHIP A. The Independent Contractor agrees to perform the Services hereunder solely as an Independent Contractor. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. The Independent Contractor is not authorized to enter into or commit the Company to any agreements, and the Independent Contractor shall not represent itself as the agent or legal representative of the Company. B. Further, the Independent Contractor shall not be entitled to participate in any of the Company's benefits, including without limitation any health or retirement plans. The Independent Contractor shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement. C. The Company shall not be liable for taxes, Worker's Compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Independent Contractor or any other person consulted or employed by the Independent Contractor in performing Services under this Agreement. All such costs shall be Independent Contractor's responsibility. SECTION 5: PROPRIETARY RIGHTS A. The Independent Contractor acknowledges that it has no right to or interest in its work or product resulting from the Services performed hereunder, or any of the documents, reports or other materials created by the Independent Contractor in connection with such Services, nor any right to or interest in any copyright therein. The Independent Contractor acknowledges that the Services and the products thereof (hereinafter referred to as the ?Materials?) have been specially commissioned or ordered by the Company as ?works made-for-hire? as that term is used in the Copyright Law of the United States, and that the Company is therefore to be deemed the author of and is the owner of all copyrights in and to such Materials. B. In the event that such Materials, or any portion thereof, are for any reason deemed not to have been works made-for-hire, the Independent Contractor hereby assigns to the Company any and all right, title, and interest Independent Contractor may have in and to such Materials, including all copyrights, all publishing rights, and all rights to use, reproduce, and otherwise exploit the Materials in any and all formats or media and all channels, whether now known of hereafter created. The Independent Contractor agrees to execute such instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, and protect the Company's ownership of such Materials, and all other rights, title, and interest therein. C. Notwithstanding the foregoing, the Company acknowledges that the Independent Contractor's ability to carry out the work required is heavily dependent upon the Independent Contractor's past experience in the industry and in providing similar services to others and they expect to continue such work in the future. Subject to the confidentiality provisions of Section 6 below, generic information communicated to the Company in the course of this project either orally, in the form of presentations, or in documents that report such general industry knowledge is not subject to the terms of A & B above. SECTION 6: CONFIDENTIALITY A. In connection with the performance of Services hereunder, the Independent Contractor may be exposed to confidential and proprietary information of the Company, whether or not so identified (including without limitation this Agreement). All such confidential and proprietary information shall be subject to the terms and conditions of the Non-Disclosure Agreement, as annexed in Exhibit B. B. The Independent Contractor shall not, without the prior written consent of the Company, use the Company's name in any advertising or promotional literature or publish any articles relating to the Company, this Agreement, or the Services and shall not otherwise refer to the retention of Independent Contractor to render consulting services hereunder. SECTION 7: WARRANTIES AND INDEMNIFICATION A. The Independent Contractor represents and warrants that: i) The Services shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and the Independent Contractor shall obtain all permits or permissions required to comply with such laws, rules or regulations; ii) The Materials shall be original, clear, and presentable in accordance with generally applicable standards in the industry; iii) The Materials will not contain libelous, injurious, or unlawful material and will not violate or in any way infringe upon the personal or proprietary rights of third parties, including property, contractual, employment, trade secrets, proprietary information, and non-disclosure rights, or any trademark, copyright, or patent, nor will they contain any format, instruction, or information that is inaccurate or injurious to any person, computer system, or machine; iv) The Independent Contractor has full power and authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation of Independent Contractor, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies); entering into this Agreement will not violate the Charter or By-laws of Independent Contractor or any materia