INDUSTRY-ACADEMIC CONSULTING AGREEMENT

This Agreement is made this _____ day of _________, 200__, by and between (the “Company”), a corporation organized and existing under the laws of the , and (the “Consultant”), an employee and faculty member of [COMPANY], an educational institution and charitable corporation located in [CITY], [STATE] (“[COMPANY]”).

WHEREAS, the Consultant, as a member of the faculty at [COMPANY] (“[COMPANY]”), is permitted to perform limited consulting services for companies, subject to the terms of Consultant’s employment relationship with [COMPANY]/[COMPANY] and the applicable policies and procedures of [COMPANY] and [COMPANY]/[COMPANY];

WHEREAS, the Company desires that the Consultant provide advice and assistance to the Company in his or her area of expertise; and

WHEREAS, the Consultant desires to provide such advice and assistance to the Company under the terms and conditions of this Agreement;

NOW, THEREFORE, the Company and the Consultant hereby agree as follows:

1. Consulting Services

(a) Subject to the terms and conditions of this Agreement, the Company hereby retains Consultant as a consultant and technical advisor to perform the consulting services specifically set out in Exhibit A attached to this Agreement and made a part hereof (hereafter referred to as the “Services”), as said Exhibit may be amended in writing from time to time, and Consultant agrees, subject to the terms and conditions of this Agreement, render such Services during the term of this Agreement. Such services shall be limited to the area of expertise described in Exhibit A (the “Field”), as amended in writing from time to time. Consultant shall render services hereunder at such times and places as shall be mutually agreed by Company and Consultant. Consultant’s commitment hereunder shall not exceed ______days per ______.

(b) It is understood that the purpose of the Consulting is to provide periodic review and advice relevant to certain Company matters, and that neither Consultant nor Company will benefit if Consultant provides inaccurate advice or commentary based on insufficient information. To that end, Company shall provide Consultant, in advance of meetings, with accurate, unbiased and sufficient information for him to review the subject matter thereof, and shall promptly provide further information that Consultant reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion. It is expressly understood that Consultant has no fiduciary obligation to Company, but instead a contractual one described by the terms of this Agreement; that Consultant’s role is to provide independent advice uninfluenced by commercial concerns; and that service as a Consultant does not require him to be an advocate for Company or its products in any forum, public or private. Company expressly agrees that under no circumstances will this role be compromised or inaccurately represented.