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COMPANY, LLC CONSULTING AND CONFIDENTIALITY AGREEMENT In consideration of my provision of consulting services to COMPANY, LLC located at ADDRESS (the "Company"), and the compensation to be paid to me, and in recognition of the fact that as a consultant to the Company I will or may have access to confidential information, I agree with the company as follows: 1. Description of Engagement and Compensation. Set forth on the Schedule to this Agreement is a description of: The work services ("Consulting Services") that I agree to perform. The compensation or rate of compensation that I am to be paid. Such other provisions as are applicable to this engagement, which may include the schedule for my performance of the Consulting Services, deliverables, the site(s) at which I am to perform the Consulting Services, terms regarding reimbursable expenses, and any other terms applicable to this engagement.

2. Independent Contractor. In furnishing such services, I understand that I will at all times be acting as an independent contractor of the Company. As such, I will not be an employee of the Company and will not be reason of this Agreement or by reason of my services to the Company be entitled to participate in or to receive any benefit or right under any of the Company's employee benefit or welfare plans. I also will be responsible for paying all withholding and other taxes required by law to be paid as and when the same become due and payable. In performing the Consulting Services, I shall comply with all rules, procedures and standards promulgated from time to time by the Company with regard to my conduct and my access to and use of the Company's property, equipment and facilities. 3. Termination. My relationship with the Company may be terminated by the Company at any time for any reason, without cause and without prior notice. 4. Restricted Use and Disclosure of Confidential Information. While providing the Consulting Services to the Company and thereafter, I shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to my provision of the consulting Services by and for the benefit of the Company, or disclose to anyone outside of the Company any such Confidential Information. The term Confidential Information as used throughout this Agreement shall mean all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by a consultant or employee of the company (including myself) or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company) and which is maintained in secrecy or confidence by the Company or which might permit the company or its customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential Information shall include: (a) any idea, improvement, invention, innovation, development, technical data, design, formula, device, pattern, concept, computer program or software, subroutine, source code, object code, algorithm, model, diagram, flow chart, product specification or design, plan for a new or revised product, compilation of information, or work in process, or parts thereof, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and (b) the name of any customer, supplier, employee, prospective customer, sales agent, supplier or consultant, any sales plan, marketing material, plan or survey, business plan or opportunity, product or development plan or specification, business proposal, financial record, or business record or other record or information relating to the present or proposed business of the Company. Notwithstanding the foregoing, the term Confidential Information shall not apply to information which the Company has voluntarily disclosed to the public without restriction or which has otherwise lawfully entered the public domain. I understand that the Company from time to time has in its possession information (including product and development plans and specifications) which represent information which is claimed by others

to be proprietary and which the Company has agreed to keep confidential. I agree that all such information shall be Confidential Information for purposes of this Agreement. 5. All Inventions and Confidential Information Property of the Company. I agree that all originals and all copies of materials containing, representing, evidencing, recording, or constituting any Confidential Information, however and whenever produced (whether by myself or others), shall be the sole property of the Company. I agree that all Confidential Information and all other discoveries, inventions, ideas, concepts, trademarks, service marks, logos, processes, products, formulas, computer programs or software, subroutines, source codes, object codes, algorithms, machines, apparatuses, items of manufacture or composition of matter, or any uses therefore or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, conceived, developed, reduced to practice or otherwise made by me, either alone or with others, and in any way related to the present or proposed products, programs, services or business of the Company or to tasks assigned to me during the course of my relationship with the Company, whether or not conceived, developed, reduced to practice or made on the Companys premises (collectively Inventions), and any and all services and products which embody, emulate or employ any such Invention or Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. I agree that all such Inventions shall constitute works made for hire and hereby assign and, to the extent any such assignment cannot be made at the present time, agree to assign, to the Company any and all copyrights, patents, trade secrets, marks, moral rights and other proprietary rights I may have in any such Invention, together with the right to file and/or own wholly without restrictions applications for United States and foreign patents, trademark registration and copyright registration and any patent, or trademark or copyright registration issuing thereon. 6. Agreement Not to Compete with the Company. (a) As long as I am a consultant to the Company and for a period of two years after the termination of my relationship with the Company for any reason, I shall not, on my own behalf or as owner, manager, stockholder, consultant, director, officer, partner or employee of any business entity, participate, directly or indirectly, in any capacity, in any business or activity which is in direct or indirect competition with the Company, which intends to compete directly or indirectly with the Company or which otherwise provides any products or services similar to any products or services provided or proposed to be offered by the Company at the time of such termination. (b) As long as I am a consultant to the company and for a period of two years after the termination of my relationship with the Company for any reason, I shall not solicit, induce, attempt to hire, or hire any employee of the Company (or any other person who may have been employed by the Company during the term of my relationship with the Company), or assist in such hiring by any other person or business entity or encourage any such employee to terminate his or her employment with the Company. 7. Obligation to Keep Records. I shall make and maintain adequate and current written records of all Inventions, and I shall disclose all Inventions promptly, fully and in writing to the Company immediately upon development of the same and at any time upon request. 8. Exceptions to this Agreement. I hereby certify that I have informed the Company in writing of any and all continuing obligations to any current or previous employers or companies which require me not to disclose to the Company any information and that I have also informed the Company, in writing, of any and all Confidential Information or Inventions which I claim as my own or otherwise intend to exclude from this Agreement because it was developed by me prior to the date of this Agreement. I understand that after execution of this Agreement I shall have no right to exclude Confidential Information or Inventions from this Agreement. Except as set forth in any such writing to the company, I am not subject to any contractual or other restriction or obligation which will in any way limit my activities on behalf of the Company 9. Obligation to Cooperate. I shall execute, acknowledge, seal and deliver all documents, including, without limitation, all instruments of assignment, patent and copyright applications and supporting documentation, and perform all acts that the Company may request to secure, perfect, or protect its rights hereunder and to carry out the intent of this Agreement. In furtherance of my undertaking in the immediately preceding sentence, I specifically agree to assist the Company, at the Companys expense, in every proper way to obtain for its sole benefit, in any and all countries, patents, copyrights or other legal protection for all Inventions and Confidential Information which by virtue of
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Section 5 hereof are the sole property of the company and for publications pertaining to any of them. In no circumstances shall I be entitled to any further compensation for any action taken under this Section 9. 10. Return of Property. Upon completion of the Consulting Services or at any other time upon request of the Company, I shall return promptly to the Company any Confidential Information or other property belonging to the company or its customers. If requested to do so by the Company, I agree to sign a Termination Certificate in which I confirm that I have complied with the requirements of the preceding paragraph and that I am aware that certain restrictions imposed upon me by this Agreement continue after termination of my relationship with the Company. I understand, however, that my rights and obligations under this Agreement will continue even if I do not sign a Termination Certificate. 11. Entire Agreement/Modification/Waiver. This Agreement contains the entire and only agreement between the company and me respecting the subject matter hereof, and no modification, renewal, extension, waiver or termination of this Agreement or any of the provisions hereof shall be binding upon me or the Company unless made in writing and signed by an authorized officer of the Company. Failure by the Company to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants or conditions. 12. Survival of Terms. This Agreement shall be binding upon me, my heirs, legal representatives and assigns, irrespective of the duration of my relationship with the Company, the reasons for the termination of my relationship with the Company, or the amount of my compensation. My obligations hereunder shall survive the termination of my relationship with the Company. 13. Severability. In the event that any provision of this Agreement shall be determined to be unenforceable by any court of competent jurisdiction by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. If, after application of the immediately preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. Except as otherwise provided in this paragraph, any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all other provisions hereof shall remain in full force and effect. 14. Remedies. I recognize that money damages alone would not adequately compensate the Company in the event of breach by me of this Agreement, and I therefore agree that, in addition to all other remedies available to the Company, at law, in equity or otherwise, the Company shall be entitled to injunctive relief for the enforcement hereof. All rights and remedies hereunder are cumulative and are in addition to and not exclusive of any other rights and remedies available, at law, in equity, by agreement or otherwise. 15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the OPERATING COMPANY STATE without regard to its principles of conflicts of laws, and shall be deemed to be effective as of the first day of my provision of Consulting Services to the Company. This Agreement is executed under seal. BY PLACING MY SIGNATURE HEREUNDER, I ACKNOWLEDGE THAT I HAVE READ ALL THE PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.

COMPANY, LLC By:______________________ Date:_______________ Name: COMPANY CEO Title: CEO

NAME: By:__________________________________ Date:________________________________ Address:

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SCHEDULE TO THE CONSULTING AND CONFIDENTIALITY AGREEMENT

1. Description of Consulting Services:

2. Compensation:

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