MARKETING CONSULTING AGREEMENT

THIS MARKETING CONSULTING AGREEMENT (the “Agreement”) made as of , by and between , of , ,   (“Company”) and , of , ,   (“Consultant”).  

WHEREAS, Consultant is an independent contractor skilled at creating and implementing marketing strategies and offering other valuable business services; 

WHEREAS, Company desires to engage Consultant and, subject to the terms and conditions hereof, Consultant agrees to such accept such engagement;

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration set forth, the parties agree as follows:

  1. Engagement.  Throughout the duration of the Term, as such term is defined in paragraph 3 hereof, Consultant shall provide, on a non-exclusive basis, the Services, set forth in Exhibit “A”, attached hereto and incorporated herein.  Consultant shall use Consultant’s best efforts to perform the Services in a manner satisfactory to Company.
  1. Compensation.  
    1. Provided that Consultant fully performs all of Consultant’s material obligations hereunder, in full consideration of all rights granted herein, Company hereby agrees to pay Consultant the Fee, as such term is defined in Exhibit “A” hereof.  
    1. Consultant shall not be authorized to incur any expenses on Company’s behalf, without the prior written consent of Company.  In the event that Company approves any expenses, Company shall reimburse Consultant upon Company’s receipt of reasonable evidence that the amount involved was expended and related to Services rendered hereunder.
  1. Term and Termination.  Consultant shall serve as a marketing consultant for Company for a period (the “Term”) commencing on , and terminating .
  1. Representations, Warranties and Indemnification.
    1. Consultant represents and warrants to Company that: (i) Consultant is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with Consultant’s performance of Consultant’s Services; and (ii) Consultant’s Services shall be performed in a competent fashion in accordance with applicable standards of the profession and all of Consultant’s Services are subject to approval by Company. Consultant shall conduct Consultant’s services with the highest amount of professionalism and integrity.
    1. Consultant hereby indemnifies and holds harmless Company, its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any kind or nature whatsoever which may in any way arise from the Services performed by Consultant hereunder, or any breach or alleged breach by Consultant of this Agreement, including the representations, warranties and agreements set forth herein. 
  1. Additional Provisions. 
    1. Consultant agrees that Consultant’s Services will be rendered by Consultant as an independent contractor and that this Agreement does not create an employer-employee relationship between Consultant and Company.  Consultant shall have no right to receive any employee benefits including, but not limited to, health insurance, life insurance, sick leave and/or vacation.  Consultant agrees to pay all taxes including, self-employment taxes due in respect of the Commission and to indemnify Company in the event Company is required to pay such taxes on behalf of Consultant.
    1. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof.
    1. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect.
    1. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void.  Notwithstanding the foregoing, it is expressly understood by the parties hereto that Company may unilaterally modify the Products hereunder, by providing to Consultant an updated Product List.  
    1. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
    1. This Agreement shall be governed in accordance with the laws of the State of , applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in the County of , State of .

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above.

CONSULTANT: 

________________________________ 

By: 

Title:  

COMPANY: 

________________________________ 

By:  

Title:  

Exhibit “A”

Particulars of Contract

  1. Services.  Consultant shall devote his/her attention, energies and best efforts, as an non-exclusive, independent contractor, marketing Consultant for Company and shall perform the following duties (“Services”):
    1. Perform such other and further duties as Company may, from time to time, specifically assign to Consultant.
  1. Fee.  Consultant shall be compensated as follows:  
    1.