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CONSULTANT: CLIENT:
Your name Client's name
Your address Client's address
Your phone number Client's phone number
1. This contract represents an agreement between fill in your name ("Consultant") and "Client" as
stated above. It specifies the consulting services ("Services") to be provided to Client by
Consultant. These services, the corresponding deliverables and the hourly rate of pay are as
specified in Exhibit A attached hereto and executed by both Client and Consultant.
2. Either Consultant or Client may terminate this agreement prior to the completion of the
Services upon 15 days written notice to the other party. Upon termination, all work in progress
shall be delivered and final invoice(s) paid in accordance with the terms set forth elsewhere in this
contract. In addition, the following two stipulations will be met unless otherwise agreed by
Consultant and Client:
1. If the Consultant terminates this agreement, the Consultant must provide Services for
a minimum of 80 hours for the Client during the 15 day period after notice of
termination and before actual termination if the Client so desires.
2. If the Client terminates this agreement, the Client must allow the Consultant to provide
Services for a minimum of 80 hours of work for the Consultant during the 15 day period
after notice of termination and before actual termination, if the Consultant so desires.
3. Consultant shall invoice Client biweekly or at the completion of each milestone (intermediate
stage), whichever comes first. The invoice will specify the tasks completed. Client will pay
Consultant for services and will reimburse Consultant for previously approved expenses within
fourteen (14) days of the date of the invoice, provided Consultant has furnished such
documentation for expenses as Client reasonably requested.
4. Consultant reserves the right to determine the method, manner and means by which the
Services will be performed. Consultant is not required to perform the Services during a fixed
hourly or daily time and if the Services are performed at Client's premises, Consultant's time
spent at the premises is to be at the discretion of Consultant, subject to Client's normal business
hours and security requirements. Client shall not provide any insurance coverage or benefits of
any kind for Consultant, and Client shall not withhold any amount that would normally be withheld
from an employee's pay.
5. Client shall reimburse Consultant for all reasonable expenses incurred in the course of
providing the Services, including but not limited to: travel expenses of Consultant, long distance
telephone calls and computer time and supplies.
6. The schedule for deliveries is provided in Exhibit B attached hereto and executed by both
Client and Consultant. Milestones, or intermediate stages prior to completion, are, if used,
specified in Exhibit B. The review and approval procedures to be used by the Client with respect
to Services and deliveries provided pursuant to this agreement are described in Exhibit C.
7. Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other
Party") and shall not disclose to any non party to this agreement any confidential information of
Such Other Party. Confidential information is information which relates to Such Other Party's
research, development, trade secrets or business affairs, but does not include information which
is generally known or ascertainable by non parties of ordinary skill in computer design, chip
design or computer programming.
8. Consultant hereby acknowledges that during the performance of this contract, Consultant may
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