CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (“Agreement”), dated the _____day of November 2022 (the “Effective Date”), is by and between [COMPANY], a Delaware corporation with an address of [ADDRESS], (hereinafter the “Company”) and [CONSULTANT NAME], an independent contractor with an address of _______________________________________________________________________, and with Federal Employee Identification Number _______________________ (hereinafter “Consultant”). Company and Consultant are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”

RECITALS

WHEREAS, Consultant has represented that she has the capability and capacity to provide certain _____________________________services; and

WHEREAS, Company desires to retain Consultant provide the said services under the terms and conditions hereinafter set out, and Consultant is willing to perform such services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the above recitals which are incorporated herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and Company agree as follows:

AGREEMENT

Consulting Services.

Consultant shall provide to the Company those certain services (the “Consulting Services”) set out in one or more statements of work to be issued by Company and accepted by Consultant (each, a “Statement of Work”). The initial accepted Statement of Work is attached hereto as Attachment A. Additional Statements of Work substantially in the same form as Attachment A shall be deemed accepted and incorporated into this Agreement only if signed by the Consultant and the Company, respectively. In the event of conflicts between this Agreement and any Statement of Work, this Agreement shall prevail. The Consultant shall provide the Consulting Services (a) in accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement; (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) in accordance with the highest professional standards in Consultant’s field; and (e) to the reasonable satisfaction of the Company.

Consideration.

Rate. In consideration of the Consulting Services to be performed under this Agreement, the Company shall pay to Consultant a fee determined in accordance with the fee schedule set forth in each Statement of Work. Unless otherwise provided in the Statement of Work, said fee will be payable within thirty (30) days of receipt by the Company of an invoice from Consultant accompanied by documentation reasonably requested by the Company evidencing all charges.