INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made between

______________________ (“Company”) having an address at ___________________
__________________________

And

_____________________________________(“Contractor”) having an address at

___________________________________________.

Company and Contractor are parties to this Agreement. (Hereinafter both Company and
Contractor, individually refer to as ‘Party’ and collectively refer to as ‘Parties’)

RECITALS

A. The Company is of the opinion that the Contractor has the necessary
qualifications, experience and abilities to provide certain services to the
Company;

B. The Contractor is agreeable to provide such Services to the Company on the terms
and conditions set out in this Agreement;

C. Company and Contractor are participating in mutual discussions (the

“Discussions”) regarding a business venture involving Company’s proprietary
information, intellectual property or other trade secret information;

D. In connection with these Discussions, Company and Contractor will each provide
to each other certain Confidential Information (as defined in this Agreement).

E. Company and Contractor wish to provide the Confidential Information to each

other on the terms and conditions set forth herein.

F. Furthermore, in consideration of the Confidential Information, Company and

Contractor agree to the non-compete agreement set forth herein.

NOW, THEREFORE, in consideration of the receipt by the parties of the Confidential

Information, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT AND SERVICES:

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 During the term of this Agreement, Contractor will provide services (the “Services”)
to the Company as described below:
Scope of Services
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

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2. Confidential Information. For purposes of this Agreement, “Confidential
Information” shall mean any idea, information or material that is proprietary to a
party or designated as Confidential Information by a party and not generally known
by non-party personnel, including but not limited to, all confidential and proprietary
information relating to the business of the parties, and includes (but is not limited to)
business plans, marketing plans, financial projections and other financial information,
intellectual property matters, web site content and development, trade secrets,
contracts, customer lists, vendors and employee matters. The term Confidential
Information includes information in both oral and written form, or contained in any
other type of storage medium. Information relating to the providing party’s
consultants, employees, customers, vendors, research and development, software, or
marketing plans is also considered Confidential Information.

3. Agents & Employees. All Confidential Information disclosed by the disclosing party
(the “Company”) to the receiving party (the “Contractor”) shall be treated by the
Contractor and by its agents and employees, as confidential and shall be maintained
by the Contractor and its agents and employees in confidence and shall not be
disclosed to anyone in any form without the prior written consent of the Company.
The Confidential Information shall not be used by the Contractor or its agents or
employees other than in connection with the Discussions.

4. CONTRACT FEE AND EXPENSES:

Company shall compensate Contractor for the Services to be performed under this
Agreement at the rate _____________________. This fee shall be full compensation
for all services pursuant to this agreement.

Expenses

The Contractor shall be entitled to reimbursement for all pre-approved expenses only
reasonably incurred in the performance of the Services, and the Company will pay
upon submission and approval of written statements and receipts by the Contractor
within 30 (thirty) days of receipt.

5. Communication of Confidential Information. The Contractor shall transmit the

Confidential Information for the purposes of the Discussions only to those persons
who are informed by the Contractor of the confidential nature of the Confidential
Information, who shall have previously agreed to be bound by the terms and

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 conditions of this Agreement and who are required to see the Confidential
Information in connection with the Discussions. In any event, the Contractor shall be
responsible for any breach of this Agreement by any of its agents or employees.

6. Exclusions. The following shall not be deemed to constitute Confidential Information

and shall not be subject to the restrictions set forth in this Agreement.

(a). Information that is known by the Contractor at the time of receipt from the
Company, and that is not subject to any other nondisclosure agreement between
the parties.

(b). Information that is now or later becomes generally known in the industry
through no fault of the Contractor, is later distributed or generally disclosed to the
public by the Company, or is obtained from a third party by the Contractor and
the Contractor believes that the third party has a legal right to transmit the
information.

(c). Information that is otherwise lawfully developed by the Contractor, or

lawfully acquired by the Contractor from a third party. “Lawfully developed”
shall mean information that is independently developed as shown by the books
and records of the developer. “Lawfully acquired” shall mean acquired from a
third party without restrictions on further disclosure when the third party had the
right to provide the information to the party receiving the information.

7. Return or Destruction. The Confidential Information, including the analyses,

compilations, studies or other documents, tapes or software prepared or delivered by
the Company will be returned to the Company or destroyed immediately upon the
request of the Company, and the Contractor shall not retain any copies thereof.

8. Notice of Disclosure. In the event that the Contractor or anyone to whom the
Contractor transmits the Confidential Information becomes legally compelled to
disclose the Confidential Information, the Contractor shall provide the Company with
prompt written notice so that the Company may seek a protective order or other
appropriate remedy. The Contractor shall cooperate with the Company in its efforts
to obtain such remedies, but the Contractor shall not be required to undertake
litigation or legal proceedings in its name. In the event that the Contractor is legally
obligated to disclose any Confidential Information, the Contractor shall furnish only
the portion of the Confidential Information which is legally required and will exercise
its reasonable best efforts to assure that confidential treatment will be accorded the
Confidential Information.

9. Accurateness. Although Company has endeavored to include in the Confidential

Information certain information which it considers to be relevant for the purpose of
the Discussions, the parties acknowledge that Company makes no representation or

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 warranty as to the accuracy or completeness of the Confidential Information.
Contractor agrees that neither the Company nor any of its directors, officers,
employees, affiliates, agents, advisers or representatives shall have any liability to the
Contractor or to any of its representatives resulting from the use of the Confidential
Information, except in accordance with representations and warranties that may be
made in any definitive agreement entered into by the parties with respect to the
Discussions.

10. Discussions. The parties understand and agree that no agreement with respect to the
Discussions shall be deemed to exist unless and until a mutually acceptable and final
definitive written agreement has been executed by the parties. Company and
Contractor each reserve the right, at any time and without any liability, to (i) reject
any proposals from the other party, (ii) terminate negotiations with the other party
regarding the Discussions, or (iii) enter into a transaction similar to the Discussions
with a third party without notice to the other party; provided that no such event will
relieve either party from its obligations under this Agreement.

11. Independent Contractor. Contractor will be and act as an independent contractor

and not as an employee of Company and will provide services under this Agreement
without any supervision from Company. Because Contractor is an independent
contractor, Contractor will not be entitled to any benefits that Company may make
available to its employees and Company will not withhold or make payments for state
or federal income tax or social security, make unemployment insurance or disability
insurance contributions or obtain workers’ compensation insurance on Contractor’s
behalf.

12. Term. The term of this Agreement (the "Term") will commence as of the Effective
Date and continue for a period 3 (three) years from the Effective Date.

13. Termination. This Agreement will be subject to early termination upon the
occurrence of any one of the following events: a) at any time upon thirty (30) days’
written notice by Company or (b) in the event of a material breach of the Agreement
by the Contractor that is not cured within TEN (10) days of written notice to the other
party of such a breach.

Upon the date of termination of this Agreement, all legal obligations, rights and
duties arising out of this Agreement shall terminate except for such legal obligations,
rights and duties as shall have accrued prior to the effective date of termination and
except as otherwise expressly provided in this Agreement.

14. Losses. The Contractor agrees to indemnify the Company against any and all losses,
damages, claims, or expenses incurred or suffered by the Company as a result of the
Contractor’s breach of this Agreement.

15. Equipment. Equipment that is separately owned by each Party shall remain separate

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 and distinct property of each Party unless alternatively agreed to in writing. Routine
inspections and maintenance of equipment and supplies shall be in accordance with
the manufacturer’s recommendations. The Company of the applicable equipment is
responsible for the costs associated with these routine inspections and maintenance,
repair and replacement of such equipment.

16. Representations and Warranties of Contractor. Contractor represents and

warrants to Company that the following statements are true and correct:

(a). Employ or otherwise contract for services with all Contractor personnel.

(b). Follow and cause all personnel to follow all protocols established by
Company.

(c). Comply with all applicable laws and regulations in connection with this
Agreement performed by Contractor.

(d). Maintain all books and records relating to this Agreement performed by
Contractor and pay all undisputed obligations of the business related in a timely
and reasonable manner.

(e). Provide and maintain all equipment, facilities, and supplies necessary for
performance of this Agreement by Contractor, all of said equipment, facilities,
and supplies will be the sole property of Contractor, unless otherwise agreed by
the Parties.

(f). Electronic content created by Contractor for the Company is the exclusive
ownership of the Company.

(g). Maintain liability insurance with respect to services performed under this
Agreement.

(h). Provide notice to Company upon the occurrence of any event which may
have a material adverse effect Contractor’s ability to fulfill its obligations under
this Agreement, including any:

(i). Change in the license or certification or any denial, suspension,

revocation, termination or relinquishment of any license of any Contractor
personnel.

(ii). Event that may affect Contractor’s ability to perform its

obligations under this Agreement.

(iii). Failure or inability of Contractor to comply with the terms of this

Agreement.

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17. Disclaimer. Company disclaims any liability of the Representations and Warranties
by Contractor.

18. Non-compete. During the Term of this Agreement and for a period of 2 (two) years
after the termination of this Agreement, Contractors agrees to the following non-
compete terms:

(a). Contractor shall not engage in any employment, consulting, or other

activity that competes with the business, proposed business or business interests
of Company, and Contractor will not assist any other person or entity in doing so,
without Company’s prior written consent.

(b). Contractor will not solicit any of Company’s clients or prospective clients
to perform any services for such clients or prospective clients and Contractor shall
not assist any other person or entity in doing so, without Company’s prior written
consent.

19. General Provisions.

(a). Severability. If any provision of this Agreement is or becomes invalid

under any provision of federal, state or local law, such invalidity shall not affect
the validity and enforceability of any other provision hereof.

(b). Integration and Amendments. This Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof, and no
amendment, change or modification shall be effective unless in writing and signed
by both Parties hereto.

(c). Applicable Law. This is made under and shall be governed by and
construed in accordance with the laws of the State of ________________. The
venue for any action to interpret or enforce this Agreement shall be the competent
Court of the State of _______________.

(d). Assignment. Neither party may assign this Agreement. Any attempt to
assign this Agreement shall be void.

(e). Waiver. The waiver of a breach of any provision of this Agreement by

either Party shall not operate or be construed as a waiver of any subsequent
breach.

(f). Headings. The headings used in this Agreement are included for purposes of
convenience of reference only, and shall not affect the construction or interpretation
of any of its terms.

(g). Construction. Throughout this Agreement, the singular shall include the

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 plural and the plural shall include the singular, all genders shall be deemed to include
other genders, wherever the context so requires, and the terms “including,” “include”
or derivatives thereof, unless otherwise specified, shall be interpreted in as broad a
sense as possible to mean “including, but not limited to,” or “including, by way of
example and not limitation.”

(h). Further Acts. Upon reasonable request from either Party, from time to time,
each Party shall execute and deliver such additional documents and instruments and
take such other actions as may be reasonably necessary to give effect to the intents
and purposes of this Agreement.

(i) Attorneys’ Fees. In the event of any litigation or arbitration proceedings

between the parties hereto concerning the subject matter of this Agreement, the
prevailing party in such litigation or proceeding shall be awarded, in addition to the
amount of any judgment or other award entered therein, the costs and expenses,
including reasonable attorneys’ fees, incurred by the prevailing Party in the litigation
or proceeding.

(j) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and permitted assigns.

THE PARTIES have duly executed this Agreement to be effective as of the Effective Date,
notwithstanding the actual date of execution.

COMPANY

By: ___________________________ Date: ___________________________

Name: ________________________

INDEPENDENT CONTRACTOR

By: ___________________________ Date: ___________________________

Name: ________________________

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