1.      Services

a.       contractoragrees to perform for design firm those services described in Exhibit Aincorporated herein by reference (the “Services”). The parties may delete, addor substitute Services, extend the Term, or alter the terms of compensation byamending Exhibit A, provided that such amendment shall be signed by anauthorized representative of both parties and shall indicate whether it is toreplace or alter the then existing Exhibit A.

b.       contractoris authorized to perform the Services under this Agreement only upon therequest or at the direction of, and shall report solely to, a Principal ofclient and/or his or her designee.

2.      Compensation

a.       clientagrees to pay contractor the compensation set forth in Exhibit A for theperformance of the Services (“Fixed Compensation”). Such Fixed Compensationshall be payable on the schedule set forth in Exhibit A.

b.       clientshall reimburse contractor for reasonable pre-approved travel, living, andother expenses incurred by contractor in connection with the performance ofServices hereunder. All equipment and tangible materials purchased bycontractor and reimbursed by client under this provision shall be the propertyof client, and, upon request by client, contractor shall assign ownership in,and deliver, any such equipment to client.

3.      Intellectual Property Ownership

a.       Tothe extent that the work performed by the contractor under this Agreement(“contractor’s work”) includes any work of authorship entitled to protectionunder copyright laws, the parties agree to the following provisions.

                                                              i.     contractor’s work has been specially ordered andcommissioned by client as a contribution to a collective work, a supplementarywork, or other category of work eligible to be treated as a work made for hireunder the U.S. Copyright Act.

                                                            ii.     contractor’s work shall be deemed a commissionedwork and a work made for hire to the greatest extent permitted by law.

                                                          iii.     client shall be the sole author of contractor’swork and any work embodying the contractor’s work according to the U.S.Copyright Act.

b.       Tothe extent that contractor’s work is not properly characterized as a work madefor hire, contractor grants to client all right, title, and interest incontractor’s work, including all copyright rights, in perpetuity and throughoutthe world.

c.       contractorshall help prepare any papers client considers necessary to secure anycopyrights, patents, trademarks, or intellectual property rights at no chargeto client. However, client shall reimburse contractor for reasonableout-of-pocket expenses incurred.

d.       contractoragrees to require any employees or contract personnel contractor uses toperform services under this Agreement to assign in writing to contractor allcopyright and other intellectual property rights they may have in their workproduct. contractor shall provide client with a signed copy of each suchassignment.

e.       contractorhereby waives any and all moral rights, including the right to identificationof authorship or limitation on subsequent modification that contractor has ormay have in any materials or other deliverables assigned to client hereunder.

f.       All of the provisions of this Section 3 shall beeffective only upon full payment of all Fixed Compensation due pursuant to Section2 and Exhibit A.

4.      Intellectual Property Ownership

a.       contractorrepresents and warrants that the Work Product and all materials and Servicesprovided by contractor hereunder will be original with contractor or itsemployees or contract personnel, or shall be in the public domain, and that theuse thereof by client or its customers, representatives, distributors, ordealers will not knowingly infringe any patent, copyright, trade secret orother intellectual property right of any third party. contractor agrees toindemnify and hold client harmless against any liability, loss, cost, damage,claims, demands, or expenses (including reasonable outside attorney’s fees) ofclient or its customers, representatives, distributors, or dealers arising outof any breach of this paragraph.

b.       clientrepresents and warrants that all materials provided to contractor hereunderwill be original with client or its employees or contract personnel, or isproperly licensed for use as described in Exhibit A, or shall be in the publicdomain, and that the use thereof by contractor will not knowingly infringe anypatent, copyright, trade secret or other intellectual property right of anythird party. client agrees to indemnify and hold contractor harmless againstany liability, loss, cost, damage, claims, demands, or expenses (includingreasonable outside attorney’s fees) of contractor arising out of any breach ofthis paragraph.

5.      Confidentiality

a.       “ConfidentialInformation” means the Work Product and any client proprietary information,technical data, trade secrets or know-how, including, but not limited to,research, product plans, products, services, customers, customer lists,markets, software, developments, inventions, processes, formulas, technology,designs, drawings, engineering, hardware configuration information, marketing,finances, or other business information disclosed by client either directly orindirectly in writing, orally or by drawings or inspection of parts orequipment.

b.       contractorand its employees and consultants shall hold all Confidential Information inthe strictest confidence and shall not, during or subsequent to the term ofthis Agreement, use client’s Confidential Information for any purposewhatsoever other than the performance of the Services on behalf of client. ConfidentialInformation does not include information that (i) is known to contractor at thetime of disclosure to contractor by client as evidenced by written records ofcontractor, (ii) has become publicly known and made generally available throughno wrongful act of contractor, or (iii) has been rightfully received bycontractor from a third party who is authorized to make such disclosure.Without client’s prior written approval, contractor shall not directly orindirectly disclose to anyone the terms and conditions of this Agreement.contractor may disclose that it is “working with” client’s, but shall nototherwise characterize the nature or scope of the Services.

c.       contractoragrees that it will not, during the term of this Agreement, improperly use ordisclose any trade secrets of any former or current employer or other person orentity with which contractor has an agreement or duty to keep in confidenceinformation acquired by contractor in confidence, if any, and that contractorshall not bring onto the premises of client any unpublished document orproprietary information belonging to such employer, person, or entity unlessconsented to in writing by such employer, person, or entity.

d.       contractorrecognizes that client has received and in the future will receive from thirdparties their confidential or proprietary information subject to a duty onclient’s part to maintain the confidentiality of such information and to use itonly for certain limited purposes. contractor agrees that contractor owesclient and such third parties, during the term of this Agreement andthereafter, a duty to hold all such confidential or proprietary information inthe strictest confidence and not to disclose it to any person, firm, orcorporation or to use it except as necessary in carrying out the Services forclient consistent with client’s agreement with such third party.

e.       Uponthe termination of this Agreement, or upon client’s earlier request, contractorshall deliver to client all of client’s property and Confidential Informationin tangible form that contractor may have in contractor’s possession orcontrol.

f.       Notice of immunity from liability: An individualshall not be held criminally or civilly liable under any federal or state tradesecret law for the disclosure of a trade secret that is made (i) in confidenceto a federal, state, or local government official, either directly orindirectly, or to an attorney; and (ii) solely for the purpose of reporting orinvestigating a suspected violation of law; or is made in a complaint or otherdocument filed in a lawsuit or other proceeding, if such filing is made underseal. An individual who files a lawsuit for retaliation by an employer forreporting a suspected violation of law may disclose the trade secret to theattorney of the individual and use the trade secret information in the courtproceeding, if the individual (i) files any document containing the tradesecret under seal; and (ii) does not disclose the trade secret, except pursuantto court order.

6.      Conflicting Obligations
contractor certifies that contractor has no outstanding agreement or obligationthat is in conflict with any of the provisions of this Agreement, or that wouldpreclude contractor from complying with the provisions hereof, and furthercertifies that contractor will not enter into any such conflicting agreementduring the term of this Agreement.

7.      Term and Termination

a.       ThisAgreement shall be effective as of the date contractor first performed theServices. This Agreement shall continue until the date specified in Exhibit Aor termination as provided below (“Term”).

b.       Eitherparty may terminate this Agreement without cause upon ten (10) days priorwritten notice to the other party.

c.       Ifclient terminates (except for contractor’s uncured material breach of thisAgreement) client will pay contractor for all services or expenses actuallyincurred up to the date of termination.

d.       Sections3 and 4 shall survive termination of this Agreement.

8.      Assignment
contractor acknowledges that the consulting services to be performed hereunderare of a special and unique nature. Neither this Agreement nor any righthereunder or interest herein may be assigned or delegated by contractor withoutthe express written consent of client. Any such attempted assignment shall bevoid.

9.      Independent Contractor
contractor shall perform the Services hereunder as an independent consultant.Nothing in this Agreement shall in any way be construed to constitutecontractor as an agent, employee, or representative of client. Since contractoris not an employee of client, it is understood that neither contractor nor anyof its employees is entitled to any employee benefits during the Term.contractor shall pay all necessary local, state, or federal taxes, includingbut not limited to withholding taxes, workers’ compensation, FICA, andunemployment taxes for contractor and its employees. contractor acknowledgesand agrees that contractor is obligated to report as income all compensationreceived by contractor pursuant to this Agreement, and contractor agrees toindemnify client and hold it harmless to the extent of any obligation imposedon client (i) to pay withholding taxes or similar items or (ii) resulting fromcontractor’s being determined not to be an independent contractor. In theperformance of all Services hereunder, contractor shall comply with allapplicable laws and regulations.

10.  Equitable Relief
contractor agrees that it would be impossible or inadequate to measure andcalculate client’s damages from any breach of the covenants set forth inSections 3, 5, or 6 herein. Accordingly, contractor agrees that in the event ofsuch breach, client will have, in addition to any other right or remedyavailable, the right to seek to obtain from any court of competent jurisdictionan injunction restraining such breach or threatened breach and specificperformance of any such provision.

11.  Miscellaneous
This is the entire agreement between the parties relating to the subject matterhereof and no waiver or modification of the Agreement shall be valid unless inwriting signed by each party. The waiver of a breach of any term hereof shallin no way be construed as a waiver of any other term or breach hereof. If anyprovision of this Agreement shall be held by a court of competent jurisdictionto be contrary to law, the remaining provisions of this Agreement shall remainin full force and effect. Neither party shall have any liability for itsfailure to perform its obligations hereunder when due to circumstances beyondits reasonable control. This Agreement shall inure to the benefit of and bebinding upon each party’s successors and assigns. This Agreement is governed bythe laws of the State of state name without reference to conflict of lawsprinciples. All disputes arising out of this Agreement shall be subject to theexclusive jurisdiction of the state and federal courts located in county namecounty, state name, and the parties agree and submit to the personal andexclusive jurisdiction and venue of these courts.