CONSULTING AGREEMENT

This agreement for consulting services is effective DATE and is made betweenCLIENT COMPANY. Located ADDRESS (Hereafter known as CLIENT) and Richard Danler (The Sage ME LLC). Having its principal place of business at 610 SW 55th, Corvallis, Oregon 97333 (Hereafter known as Consultant).

WHEREAS, Client has a need for consulting services to assist Client in developing orimproving its products and/or services; and WHEREAS, Consultant has expertise in the applicable technical areas related to Client’s products and/or services;

THEREFORE, the parties agree as follows:

1. SERVICES

Consultant shall perform the tasks specified in Exhibit A (Tasks). The parties may further expand, specify, and modify these Tasks by written documents exchanged between the parties indicating mutual agreement. The Tasks shall bestrictly limited to these exchanged documents and those tasks described in ExhibitA. However, Client shall provide direction and instruction, as needed, when furtherdetails are required.

2. PAYMENT

Although an estimated time period is provided for each task, Client shall pay Consultant for services provided based upon an hourly rate of XX dollars per hour ($XX.00 /Hr) until the total number of hours in the tasks have beenexpended. Client shall not pay an increased hourly rate for overtime work.

Payments shall be made pursuant to Client’s standard procedures for issuance ofinvoice payments. Once each week Consultant shall provide to Client, or his appointee, an invoice indicating the expended Task hours and indicate the approximate percent of completion on each Task.

 

3. CONFIDENTIAL INFORMATION

Client may provide technical and business information on subjects related to the Tasks for the purpose of assisting Consultant. Certain of this information areconsidered by Client to be confidential and proprietary (Confidential Information) and shall be protected under the terms of a separate Non Disclosure Agreement, incorporated herein by this reference. 

4. RIGHTS TO CREATED PRODUCT

All right, title and interest to:

(a) All products, all information, and data generated or created pursuant to the Tasks performed hereunder, whether or not patentable, regardless of thetime generated or created, and

(b) Any concept, idea, or device conceived, as a result of this Agreement,

Whether or not patentable, and regardless of the time conceived,shall vest with Client and remain the property of Client, and shall be Confidential Information  (unless subsequently protected by a United States patent) protected by the Non Disclosure Agreement previously referenced herein.

 

5. TERMS AND TERMINATION

This Agreement shall terminate when Consultant has completed the agreed Tasksor when the hourly maximum stated for each Task in Exhibit A has been reached, whichever occurs first. This Agreement may also be voluntarily terminated at any time upon written notice by either party. Upon such voluntary termination, Consultant shall receive a payment based upon the hours completed and shall provide all completed and partially completed work product to Client. However, , termination shall not affect the obligations imposed by this Agreement with respect to Confidential Information and the obligations imposed by this Agreement with respect to any other Client property right created or conceivedhereunder.

 

6. LIABILITY

Each party shall be liable to the other party to the extent of its own negligence. 

7. NON-COMPETITION

While this Agreement is in effect and for six months after its termination, Consultant will not perform any work for another party whose product competes,directly or indirectly, with Client’s products; Consultant shall not own more than 10% of any company which competes with Client’s products; nor shall Consultant manufacture or have manufactured any product which competes with Client’s products. Client’s determination as to whether any product or company would violate the terms of this section is final.

 

8. INDEPENDENT CONTRACTOR RELATIONSHIP

Consultant’s relationship with Client shall, at all times, be that of an independent contractor and Consultant shall explain this to its employees. This Agreement shall not create any rights for Consultant as a partner, licensee, or employee. Consultant shall be responsible for paying any withholding tax, FICA, worker’s compensation insurance and other insurance expenses. Consultant shall not be eligible for any Client employee benefits which may include worker’s compensation, unemployment compensation, insurance, paid vacations, paid holidays, pension, profit sharing. Social Security, and other similar employee benefits. Consultant agrees to maintain worker’s compensation insurancerequired by the Worker’s Compensation Law of Oregon.

 

9. ASSIGNMENT

Consultant may not assign any of its rights or duties under this Agreementwithout the prior written consent of Client.

10. LAW

This Agreement shall be construed and governed under the laws of Oregon.

11. MEDIATION; ARBITRATION OF DISPUTES REQUIRED (in lieu of litigation)

MEDIATION: The parties acknowledge that mediation usually helps parties settle their dispute. Therefore, before or after initiating the arbitration process, any party may propose mediation through any mediation process or mediator as the parties may agree upon. ARBITRATION: Any dispute or claim that arises out of or that relates to this Consultant Agreement, or that relates to the breach of this Agreement (including any hourly payment claim or any claim based upon statute, regulation or law), including tort claims (except a tort that is a “compensable injury” under Worker’s Compensation Law), or a dispute between the parties that arose/arises before, during, or after the term of this Agreement, shall be resolved by arbitration in accordance with the then effective arbitration rules of Arbitration Service of Portland, Inc. or the American Arbitration Association, whichever organization is selected by the party who first initiates arbitration by filing a claim in accordance with the filing rules of the organization selected. The arbitration shall take place in Portland, Oregon. Judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.

AGREED:

Client Company

                               

___________________________                         Richard Danler           

___________________________                          ________________________
(Signature)                                                          (Signature)                                   

___________________________                          ________________________

(Type or printed name)                                        (Type or printed name)

___________________________                        Consultant________________
(Title)                                                                 (Title)

___________________________                           ________________________    
(Date)                                                                 (Date)
      

EXHIBIT A-TASKS

For Client Consulting Agreement

Consultant’s initial task is to perform design work for Client’s .......Consultant has been allotted an estimated time to complete this task of xxxxx hours.