The attached document is part of the provided by . By using/viewing the attached document, you agree to the Terms of Use Agreement for the , which can be viewed at:

[URL]

[Company Name]

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made as of ____________________, by and between [Company Name], a Delaware corporation (the “Company”), and ____________________ (“Consultant”).

Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company as described on Exhibit A hereto (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s reasonable efforts to perform the Services such that the results are satisfactory to the Company. Consultant shall devote [at least] [_____% of Consultant’s time/_____ hours per week] to performance of the Services.

Fees. As consideration for the Services to be provided by Consultant and other obligations, the Company shall pay to Consultant the amounts specified in Exhibit B hereto at the times specified therein.

Expenses. Consultant shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services [except as expressly specified in Exhibit C hereto] unless otherwise agreed to by the Company’s [Title of Officer], which consent shall be evidenced in writing for any such expenses in excess of $__________. As a condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.

Term and Termination. Consultant shall serve as a consultant to the Company for a period commencing on ____________________ and terminating on the earlier of (a) the date Consultant completes the provision of the Services to the Company under this Agreement, or (b) the date Consultant shall have been paid the maximum amount of consulting fees as provided in Exhibit B hereto.

Notwithstanding the above, either party may terminate this Agreement at any time upon _____ business days’ written notice. In the event of such termination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination.

Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to Consultant’s obligations under the Confidential Information and Invention Assignment Agreement between the Company and Consultant referenced below, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within _____ business days after having received written notice by the non-breaching party of the breach or default.