STANDARD CONTRACTOR'S AGREEMENT

Contractor: _________________________________ Address: ___________________________________

This Agreement is entered into and made effective as of this ___ day of ____, 20__ by and between the "Contractor" identified above and COMPANY NAME., having its principal place of business at ____________________________________________.

In consideration of being paid for the rendering of services to COMPANY NAME and for access to confidential information of COMPANY NAME in connection with the rendering of such services, Contractor and COMPANY NAME agree as follows:

1. Term and Terms of Service. Contractor agrees to use best efforts to render for COMPANY NAME the services described in Statements of Work to which the parties may from time to time mutually agree. Such Statements of Work will refer to this Agreement, will take the form set forth in Exhibit A hereto, and will, when executed by both parties, form a part of this Agreement and be subject to the terms and conditions contained herein. However, at any time and in its sole discretion, COMPANY NAME may elect to terminate the rendering of services by Contractor for any reason or for no reason. The provisions and obligations of Sections 2 through 21 of this Agreement will survive any termination of services or of this Agreement. During the period Contractor is rendering services to COMPANY NAME, Contractor will be paid in accordance with the terms of Exhibit B of this Agreement, except as may otherwise be provided in any particular Statement of Work issued hereunder. Contractor may not subcontract or delegate any of the services to be rendered to COMPANY NAME without COMPANY NAME's explicit advance written permission.