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Business Consultant Agreement

This agreement dated __________, is made By and Between _______________, whose address is ___________, referred to as "Proprietor", and ______________, whose address is ______________, referred to as "Consultant."

01. Consultation Services. The Proprietor hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the Proprietor concerning matters relating to the management and organization of the Proprietor, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the Proprietor.

02. Terms of Agreement. This agreement will begin _______________ and will end ______________. Either party may cancel this agreement on thirty (30) days notice to the other party in writing, by certified mail or personal delivery.

03. Time Devoted by Consultant. It is anticipated the consultant will spend approximately _____ in fulfilling its obligations under this contract. The particular amount of time may vary from day to day or week to week. However, the consultant shall devote a minimum of _____ per month to its duties in accordance with this agreement.

04. Place Where Services Will Be Rendered. The consultant will perform most services in accordance with this contract at ___________. In addition the consultant will perform services on the telephone and at such other places as designated by the Proprietor to perform these services in accordance with this agreement.

05. Payment to Consultant. The consultant will be paid at the rate of $____ per ______ for work performed in accordance with this agreement. However, the consultant will be paid at least $____ per month regardless of the amount of time spent in accordance with this agreement. The consultant will submit an itemized statement setting forth the time spent and services rendered, and the Proprietor will pay the consultant the amounts due as indicated by statements submitted by the consultant within ten (10) days of receipt.

06. Independent Contractor. Both the Proprietor and the consultant agree that the consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultant's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.

07. Confidential Information. The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract,which concerns the personal, financial or other affairs of the Proprietor will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.

08. Employment of Others. The Proprietor may from time to time request that the consultant arrange for the services of others. All costs to the consultant for those services will be paid by the Proprietor but in no event shall the consultant employ others without the prior authorization of the Proprietor.

09. Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

10. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

11. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

12. No Representation. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

13. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

14. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

15. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

16. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

Witnessed by:

Proprietor

_____________________________

By:

_____________________________

Consultant