Consulting  Agreement

This Agreement is made by and between Company Name, whose principal place of business is at company's address (hereinafter referred to as "Company") and contractor's name  (hereinafter referred to as "Contractor").

1.   RECITALS

1.1. Company is engaged in the business of service and support in the electronic industry.

1.2. Contractor has been engaged and has education in and experience as an Information Technology Professional (Programmer Analyst, Systems Analyst, Network Engineer, etc.)

1.3. Company is willing to enter into a contract with Contractor and Contractor is willing to enter into a contract with Company in the terms, covenants, and conditions hereinafter set forth.  Company and Contractor agree as follows:

2.   Introduction

2.1. This is a work-for-hire agreement in which Contractor agrees to provide IT related professional services.  Contractor shall have the status of an independent contractor and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partner or joint venturers.  Contractor shall comply with all applicable federal, state or local laws or regulations applicable to independent contractors.

2.2. Contractor specifically understands that he/she is responsible for full payment of all lawful federal and state employment taxes, and Contractor indemnifies and holds Company harmless relating to same.

3.   OWNERSHIP of work product

3.1. All inventions, improvements, processes and developments made and works created or in process by or on behalf of Contractor during the term of this Agreement, whether alone or with others and whether during regular working hours and through the use and facilities and property of Company or its clients or otherwise, which in any way relate to the business of Company, including but not limited to, all documents, write-ups, notes, computer programs and materials, shall be the sole and exclusive property of Company and shall be returned to Company upon completion of this Agreement. 

3.2. Upon its request at any time or from time to time during the term or after the term of this Agreement, Contractor shall deliver to Company, or at Company's written direction to the client, all designs, drawings, sketches, models, prototypes, and other data and records relating to such inventions, improvements, processes, and developments and works created or in process that may be in Contractor's possession or otherwise available to Contractor.

4.   TRADE SECRETS

4.1. During the term of this Agreement and at all times thereafter, Contractor shall not, without the prior written consent of Company, divulge to any third party, or use for Contractor's own benefit or for any purpose other than the exclusive benefit of Company, any information provided to or for Contractor by Company or its clients, or that may be made available to or for Contractor by reason of performance of its services hereunder, including but not limited to, information relating to the business, customers, trade or industrial practices and other trade secrets of Company or its clients.

4.2. Contractor agrees to consider all specific software, algorithms, computer processing systems and techniques with which Contractor becomes familiar as a contractor for Company to be confidential and the sole and exclusive property of Company, which will not be converted to anyone for any purpose whatsoever.

5.   GENERAL PROVISIONS

5.1. Contractor may neither subcontract nor hire other persons to perform under this Agreement without Company's prior written consent.

5.2. During the term of this Agreement and for a period of one (1) year thereafter, Contractor shall not, directly or indirectly, for its own benefit or for, with or through any other person, firm or corporation, joint venture, or other business or organization: (a) solicit or accept employment as an employee, independent contractor or any other compensation arrangement to perform services for Company's clients; (b) solicit or interfere with, or endeavor to entice away from Company any such client or any employees of Company or; (c) employ any person who, at any time prior to the termination of this Agreement, was an employee of Company.

5.3. This Agreement states the entire Agreement and is intended as a complete and exclusive statement of the agreement between the parties on this subject.  Any modifications to this Agreement must be in writing and signed by both parties.

6.   ARBITRATION

6.1. Any dispute arising from the interpretation of this Agreement shall be resolved at the request of either party firstly through voluntary mediation under the auspices of a non-profit mediation service.  In the event parties cannot resolve their dispute, then it shall be resolved through binding arbitration.

6.2. Arbitration shall be conducted in Dallas County, Texas by the then current rules of the American Arbitration Association.

6.3. The State or Federal Court having jurisdiction may enter judgment upon any award by the arbitrators.  The parties intend that this agreement to arbitrate be irrevocable.

7.   TERM of Agreement

7.1. Subject to the terms and conditions of this agreement, Contractor shall provide its services to Company and its clients commencing on May 29, 2001 for a period of six months.

7.2. Either party may terminate this Agreement without cause by providing one day's notice.  This Agreement shall automatically terminate if there was no work assignment authorized by the Company to the Contractor for a period of thirty (30) days.  Termination of the Agreement shall not relieve the Contractor of his obligations under Sections 3, 4, and 5 of this Agreement

8.   DUTIES, Fees & Payment

8.1. Contractor shall perform all work according to a Work Order attached to this contract for all purposes.  Contractor shall report performance of the weekly work by filling out Company's time-sheets approved by his/her manager at the project site, an itemized list of all approved business expenses, along with an activity status report to the Company's offices no later than 12:00 AM the following Monday.

8.2. Charges for the services rendered shall be based on an hourly, monthly, fixed etc rate of xxxx.  Payment shall be made semi-monthly within ten (10) working days after the receipt of the Contractors Invoice and supporting, approved  timesheets.