This Consulting Agreement (this “Agreement”) is effective as of<Effective Date> by and between<Company>, and<Consultant>.

WHEREAS, the Company desires to retain the Consultant as an independent contractor to perform the Services (as defined below) for the benefit of the Company and the Consultant desires to perform such Services, on the terms described below; and

WHEREAS, the parties wish to regulate their relationship in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings contained herein, the parties have agreed as set forth herein.