Consulting Agreement (Page 2 of 7) in pdf

2. Compensation. In consideration for CONSULTANT's services hereunder,

COMPANY shall pay CONSULTANT as follows:

[Detail terms of

compensation: monthly, per hour? to include stock? Detail process of how

expenses will be reimbursed?]

Payment shall be made within thirty five (30) days after COMPANY’s receipt

of an invoice of services and expenses, along with the submission of appropriate

vouchers and receipts as may be reasonably necessary to substantiate

CONSULTANT's expenses. Any income taxes levied on payments to be made

to CONSULTANT hereunder shall be exclusively borne by CONSULTANT.

CONSULTANT shall not be paid vacation, holiday or sick time during the term

of Agreement. In the event of an early termination of the Agreement COMPANY

shall pay CONSULTANT for the Services performed and expenses incurred

through the date of termination.

3. Term and Termination. This Agreement shall be effective upon the date

set forth in the first paragraph of this Agreement and continue until

_______________[termination date].

This Agreement may be extended by written agreement signed by the parties.

Either party may terminate this Agreement with or without cause upon giving

thirty (30) days prior written notice to the other party. Termination or expiration of

this Agreement shall not affect any rights or obligations which have accrued prior

thereto or in connection therewith.

4. CONSULTANT Obligations to the University of Rochester.

a. The parties acknowledge that the University of Rochester is not a

party to this Agreement and that this Agreement is a private

contract between CONSULTANT and COMPANY. UR will exercise

no authority or control over CONSULTANT in his/her performance

of his/her Services hereunder.

As such, CONSULTANT and

COMPANY agree that the University of Rochester, it’s Schools,

Departments, Divisions and Centers, and Strong Memorial Hospital

and its affiliates (hereinafter individually and collectively “UR”) have

no liability or responsibility to either party under this Agreement.

The CONSULTANT’s contact information, including office address,

e-mail address and telephone number at UR may be identified in

this Agreement for the purpose of convenient communication

between COMPANY and CONSULTANT and does not in any way

alter the fact that this is a private agreement between COMPANY

and CONSULTANT.

b. COMPANY and CONSULTANT recognize that CONSULTANT's

primary duty as a full-time UR employee is to UR. COMPANY and

Consulting Agreement Page 2