outside counsel pursuant to this Agreement.  For all other services performed hereunder, “PARTY-B” will pay ”PARTY-A” a fee at an hourly  rate of $AMOUNT for each person employed by ”PARTY-A” and for each independent consultant retained by ”PARTY-A” to perform such services. “PARTY-B” will also reimburse ”PARTY-A” for out-of-pocket expenses incurred by ”PARTY-A” in connection with the performance of services hereunder, including, but not limited to, reasonable travel expenses.

3.2       Upon execution of this Agreement, “PARTY-B” shall provide ”PARTY-A” with a non-refundable retainer in the amount of $AMOUNT, payable in two equal monthly installments of $AMOUNT, the first of which is due upon execution of this Agreement, and the second of which is due 30 days thereafter. The retainer will be applied against amounts owed for services provided pursuant to this Agreement, and ”PARTY-A” shall invoice “PARTY-B” on a bi-weekly basis to keep “PARTY-B” informed as to the remaining balance of said retainer.  In the event that amounts owed for services exceed the amount of the retainer, ”PARTY-A” shall invoice “PARTY-B”, on a bi-weekly basis, for fees and expenses incurred. ”PARTY-A” reserves the right to request an additional retainer in the event that the initial retainer is exhausted. “PARTY-B” agrees to pay the invoiced amount within ten (10) days from the date of presentation. Amounts not so paid shall bear interest beginning on such tenth day at a rate per month of one and one half (1.5) percent.

ARTICLE IV PROPERTY RIGHTS

4.0       ”PARTY-A” shall be the owner of all works of authorship, business innovations, methodology, inventions, discoveries, improvements, designs, reports, analyses, drawings, apparatuses, processes, software, firmware or similar or related developments or information, or any improvements, enhancements or documentation of or to the same that ”PARTY-A” or its Assigned Employees makes or conceives in the course of providing services to “PARTY-B”, whether prior to or during the term of this Agreement (hereinbefore and hereinafter collectively referred to as “Work Product”). Work Product shall constitute Confidential Information of ”PARTY-A”. “PARTY-B” hereby acknowledges that all such Work Product is the exclusive property of ”PARTY-A”. “PARTY-B” shall cooperate with ”PARTY-A” to protect ”PARTY-A”’s interest in such Work Product, including the execution of any documents necessary to perfect ”PARTY-A”’s ownership of the Work Product, provided that “PARTY-B” will have the right to purchase at all times a non-exclusive license from ”PARTY-A”, to utilize the Work Product in the operations of “PARTY-B”’s business.  Provided further, “PARTY-B” shall have the right at all times under a paid-up non-exclusive license from ”PARTY-A” to use such marketing plans, marketing materials, data center designs, business recovery plans and procedures, systems architectures, business processes and interface software to “PARTY-B” applications and systems that ”PARTY-A” develops for “PARTY-B” during the course of this engagement for the operations of the “NAME OF PROJECT”. 

ARTICLE V CONFIDENTIALITY

5.0       The parties agree to continue to be bound by the terms of that certain Confidentiality Agreement dated as of “DATE”

                                                               ARTICLE VI  GENERAL

6.0       This Agreement, including the Schedule attached hereto, (collectively, the "Understandings") contains the full understanding of the parties hereto with respect to the specific subject matter hereof and supersede and cancel all other previous agreements, negotiations, commitments, discussions, and writings in respect of such subject matter (except for that certain Confidentiality Agreement dated as of DATE).  No representations, promises or understandings which are not expressly set forth in the Understandings are binding upon any of the parties.  This Agreement may not be released, discharged, abandoned, changed, or modified in any manner except by an instrument in writing signed by a duly authorized repre­sentative of each of the parties hereto.  Neither the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this Agreement.

6.1       This Agreement shall be construed and the legal relations of the parties hereto shall be governed in accordance with the laws of the State of “STATE”, United States of America.

6.2       The provisions of this Agreement shall be severable and the invalidity or illegality of any provision of this Agreement shall not affect the validity or legality of the remaining provisions hereof.

6.3       The waiver by either of the parties hereto of any breach of any provisions hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any provisions or a waiver of the provision itself.

6.4       The language used in this Agreement shall be deemed to be language chosen by the parties hereto to express their mutual intent, and no rules of strict construction against any party shall apply to any term or provision of this Agreement.

6.5       This Agreement and all rights and obligations hereunder shall inure to the benefit of and shall be binding upon subsidiaries, affiliates, successors, or assigns of the parties hereto; provided, however, that neither party shall assign or transfer this Agreement in any manner without the prior written consent of the other party.

6.6       Neither party shall be considered an agent for the other party nor shall either party have authority to bind or obligate the other to third parties.  The parties to this Agreement agree that the relationship created by this Agreement is that of independent contractors.  Each party agrees that no employee of the other party will for any purpose be or be deemed an employee of such first party or be entitled to any benefits provided by such first party to its employees, including but not limited to group insurance, liability insurance, disability insurance, paid vacations, sick leave or other leave, retirement plans and the like.  It is understood and agreed that since ”PARTY-A” is an independent contractor, “PARTY-B” will make no deductions from fees paid to ”PARTY-A” for any federal or state taxes or FICA, and “PARTY-B” has no obligation to provide Worker’s Compensation coverage for ”PARTY-A” or Assigned Employees or to pay overtime rates to Assigned Employees.  It shall be ”PARTY-A”’s sole responsibility to compensate Assigned Employees and to pay, or ensure the payment of, all required taxes and make, or ensure the making of, timely payment of all withholdings and taxes relating to Assigned Employees and the compensation received by ”PARTY-A” under this Agreement,

6.7       ”PARTY-A” shall not be liable for delay due to causes beyond its reasonable control, such as acts of God, acts of “PARTY-B”, acts of civil and military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, and inability due to causes beyond its control to obtain necessary labor, materials, or computing facilities.  In the event of any delay, the scheduled date of completion of performance shall be deferred for a period equal to the time lost by reason of the delay.

6.8       The parties agree that this Agreement creates no legal obligation of any kind upon either party to establish a clearing relationship or for ”PARTY-A” to provide settlement services.

6.9       Either party may disclose the existence and/or nature of this relationship between the parties.  However, each party agrees to inform the other party of any written disclosures that may take place prior to the issuance of such written disclosures, and to make reasonable modifications to such written disclosures as may be requested by the other party.

Article VII - Term

7.0       The term of this agreement shall commence on the date first stated above and shall continue for a period of twelve (12) months. Notwithstanding, either party may terminate this agreement at any time for any reason by providing the other party with Thirty (30) days notice.

Article VIII - Contacts

8.0       ”PARTY-A”’s primary contacts for matters arising under this Agreement shall be;  “DESIGNATED PERSONS”

9.0       .  “PARTY-B”’s primary contacts for matters arising under this Agreement shall be. “DESIGNATED PERSONS” Either party may elect at any time to designate other individuals as primary contacts by providing notice to the other party.

IN WITNESS WHEREOF, the parties have, by their duly authorized representatives, executed this Agreement as of the date first above written.

“PARTY-A”                                                                 “PARTY-B”         

By: _______                                                                        By:                                                                  

Name: ______________                                             Name:                                                                         

              (please type or print)                                                      (please type or print)

Title:    CEO                                                                 Title: