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BUSINESS CONSULTANT AGREEMENT

This agreement is made as of __________________, by and


between _______________________ (”Client”), a
__________________ company, and REDLINE SOFTWARE AGENTS
(”Consultant”), a California company.

Fill in the blanks with the contract date, the name of your
client, and where they are located or incorporated (you might
need to change “company” to “corporation”). Naturally, your
template should have your company name and location
instead of mine.

RECITAL

A. Client desires to retain the services of Consultant for the


initial period of twelve (12) calendar months, and Consultant is
willing to perform the services called for upon the terms and
conditions set forth in this Agreement.

NOW THEREFORE, for and in consideration of the premises


and the mutual covenants hereinafter entered into, the parties
agree as follows:

1. Terms of Agreement. The engagement shall commence as


of _________________ and shall continue to and including
_______________. This Agreement can be extended by mutual
consent of the parties hereto upon the same terms and
conditions for a period of time as agreed upon by the parties.

2. Duties. Consultant shall provide software planning, design


and development services to Client.

3. Time Requirements. Consultant agrees to furnish Client with


consulting services as required by Client and as mutually
agreed upon in advance by the parties hereto.

4. Compensation and Terms. Client shall pay Consultant the


sum of ___________________ ($___.00) per hour for services
performed. Client shall pay Consultant the sum of
___________________ ($___.00) per hour for travel time when
such travel is authorized by Client. Travel time includes all
time spent between departure from origination and arrival at
destination, inbound and outbound, minus any time therein
during which billable services are performed. Consultant shall
present an invoice to Client each month for services
performed, travel time, and expenses. Payment shall be due in
full within 30 days of the date of the invoice.

5. Expenses. Client shall pay all expenses reasonably incurred


by Consultant in the course of performing services under this
Agreement, as mutually agreed upon in advance by the
parties hereto.

6. Confidentiality. Consultant shall treat as confidential and


shall not disclose or use for the benefit of any person other
than Client any and all information made available or
disclosed to Consultant as a result of or related to the
Business Consultant Agreement; provided, however,
Consultant shall have no obligation hereunder as to any
portion of such information which is disclosed by Client to
others without any restriction on use and disclosure.

7. Rights and Licenses.

(a) Consultant hereby grants to Client, and Client hereby


accepts the entire right, title, and interest of Consultant in and
to any software, documentation, and information first
produced or created by or for Consultant as a result of the
performance of work or the rendition of services under the
Business Consultant Agreement.

(b) Consultant hereby grants to Client, and Client hereby


accepts, an unlimited, unrestricted, royalty-free, fully paid,
worldwide and nonexclusive license to any software,
documentation and information not first produced or created
by or for Consultant as a result of the performance of work or
the rendition of services under this agreement, but included in
said work or services, provided Consultant holds copyright to
said software, documentation, or information.

2
(c) Consultant may utilize publicly distributed software,
documentation and information within the solutions provided
to Client under the terms of this agreement, provided that said
software, documentation, and information is either in the
public domain or is licensed for public distribution under terms
that do not conflict with the licensing of Client’s products in
which they are included.

8. Relationship. Consultant is retained by Client solely for the


purposes and to the extent set forth in this Agreement, and
Consultant’s relationship to Client shall during the terms of
this Agreement be that of an independent contractor.

9. Waiver, Modification, or Cancellation. Any waiver, alteration,


or modification of any of the provisions of this Agreement or
cancellation or replacement of this Agreement shall not be
valid unless in writing and signed by the parties.

10. Assignment. Any attempt to assign or transfer any rights,


duties, or obligations herein shall render such attempted
assignment or transfer null and void.

11. Liability. In no event shall Consultant be liable for any


damages arising from the use of the software developed
under the terms of this Agreement.

12. Governing Law. This Agreement shall be construed in


accordance with and governed by the laws of the State of
California.

___________________________ (Client)

_______________________Date _________

___________________, Title: ___________

REDLINE SOFTWARE AGENTS

__J Doe_____________________Date _________