[DATE]

SAMPLE PROFESSIONAL SERVICES AGREEMENT FOR A CONTRACTOR

POSITION

[COMPANY]

(A WHOLLY OWNED SUBSIDARY OF [COMPANY])

PROFESSIONAL SERVICES AGREEMENT

AGREEMENT, made as of this [DATE] by [INDIVIDUAL], CONSULTANT, hereinafter referred to as the “Consultant” and [COMPANY] of [ADDRESS], [CITY], [STATE] [ZIP], hereinafter referred to as the “Company”.

WHEREAS, Company and Consultant both desire to enter into an agreement for the performance by Consultant of professional services for Company;

NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter contained, the parties hereto agree as follows:

1. STATEMENT OF WORK: Consultant shall perform work in conjunction with the activities described in and attached as “Exhibit A - - Statement of Work”. The Consultant shall perform these activities at such place or places as shall be mutually agreeable to the parties hereto. This agreement is made with Consultant as an independent contractor and not as an employee of Company (emphasis added).

(Why is this an important clause?)

PAYMENT:

During the term of this agreement, the Company shall pay Consultant Eighty dollars and Zero Cents ($80.00) per hour (approximately $156,800.00 per year based on a 1960 hour work year) for work described in Exhibit A. Time spent in travel shall not be deemed to be time spent on such work except to the extent that work hereunder performed during such travel period or periods.

Company shall reimburse Consultant for actual and reasonable travel expenses incurred while in a travel status authorized by Company, said reimbursement to cover expenses including hotel bills, meals and other incidental expenses, plus cost of transportation. Lodging and meal expense reimbursement will not exceed normal Government per diem reimbursement amounts.