[Date]

[Name and address of consultant]

Re: Independent Contractor Agreement

Dear [Name of consultant]:

We are pleased that you have agreed to become a consultant to [Company Name] (the “Company”). This letter agreement (this “Agreement”) is effective as of the date written above (the “Effective Date”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we have agreed as follows:

Services.

(a) You agree to personally render to the Company the services described on Schedule A attached hereto and incorporated herein by reference, as well as such other duties which may be requested by the Company from time to time and which are necessary and reasonably related to the successful completion of the services described in Schedule A (together, the “Services”).

(b) It is anticipated that you will provide the Services up to ____ (____) days per month during the Term (as defined below). You shall communicate with the Company, either in person at the Company’s offices located at ______________________, or via the telephone, regarding the status of the Services at least _____________, and more often as reasonably requested by the Company from time to time.

Term of Consulting Arrangement. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”) and may be extended for one or more additional periods of one (1) year each (such Initial Term plus all such additional periods being referred to herein as the “Term”) upon mutual agreement, in writing, of you and the Company. Either you or the Company may terminate this Agreement at any time during the Term by giving not less than thirty (30) days prior written notice.

[Drafting Note: This provision may be revised to modify term length and/or to permit termination at different times and for different reasons. For instance, the Company may want the right to terminate the Agreement immediately in the event of a breach by the contractor, inappropriate conduct, or other events. Similarly, the Company may want the right to terminate the Agreement immediately, without giving the written notice required under this section, provided that it pay a certain amount in lieu of notice (a “break-up fee”).]

Financial Consideration. In consideration of your performance of the Services, the Company shall provide you with the following during the Term:

(a) The Company shall pay you a fee of [_________ Dollars ($_______) per hour spent providing the Services] [_________ Dollars ($______) per each day spent providing the Services (a “day” shall consist of not less than eight (8) hours)]. You shall maintain records of hours spent providing the Services and submit to the Company on a _________ basis and in duplicate an invoice of the time so recorded. Such invoices shall specify the times Services were provided and the work performed during that period. The Company shall provide payment within _____________ (___) business days following receipt of such invoices.