This Agreement, dated ______<date>_____, is by and between<your name or company>, incorporated under the laws of the Province of Ontario (Independent Contractor) and _____<company>____________., incorporated under the laws of the Province of Ontario (Company).

The Company is engaged in providing computer software design and education services to to a highly select group of corporations, partnerships, and individuals. These clients are the product of many years of successful software design on the part of the Company and have become a profit- able part of the business of the Company. Because of the sometimes unique needs of these clients, it is necessary for the Company to provide additional business system management services which are outside the expertise of the Company. To compete successfully in the business of soft- ware design and education, the Company needs to engage, from time to time, the services of cer- tain business management experts to its clients. These experts furnish strategic and tactical information management plans and models which are vital to the successful implementation of software systems.

The Independent Contractor is well known in the area of strategic business system modeling, planning and management. The experience and reputation of the Independent Contractor are such that the association of the Independent Contractor with the Company will mutually benefit each of them. The Independent Contractor employs business management consultants of some reknown and has expertise in many areas of information management and planning that the Com- pany would like to utilize. Both the Independent Contractor and the Company realize that their association could be profitable to each of them and they wish to establish a relationship which will benefit them both.

The Company and the Independent Contractor hereby enter into this agreement to set forth their mutual promises and understandings.

ARTICLE I DUTIES AND RESPONSIBILITIES

Section 1.1 Engagement of Independent Contractor.

The Company hereby engages the Indepen- dent Contractor as an independent contractor to perform the duties and responsibilities as set forth in this Agreement. The Independent Contractor will have all the rights and privileges incidental and necessary to the services contemplated under this agreement.

Section 1.2 Specific Duties and Responsibilities.

The Independent Contractor is engaged pursu- ant to this Agreement to perform the following services on behalf of the Company:

Provide strategic and tactical business information management plans. These plans may include the following management reports, entity relationship models, logical data models and physical data models.

Provide business system life cycle management reports which may include feasibility studies, requirements definitions, business system plans, gantt charts, and business system progress reports.

Provide consulting and education to the Company with regard to business system development methodologies. These services may be rendered directly to the Company or may be rendered to the Company's client, Saks Fifth Avenue New York.

ARTICLE II COMPENSATION FOR SERVICES

Section 2.1 Compensation for Business System Management or Consulting Services.

The Com- pany shall compensate the Independent Contractor $<sum> for providing business system man- agement or consulting services during the term of this Agreement as set forth in Section 3.1.

The Company will pay the Independent Contractor $1915 upon the signing of this Agreement. The remaining balance of $<sum> compensation for business management consulting services will be paid by the Company to the Independent Contractor in twelve equal installments each in the amount of $<sum>.

The Company will render the installment payments to the Independent Contractor on the follow- ing dates: ______________________________<date list>_____________________________.

The Independent Contractor shall submit an invoice to the Company for the initial payment and each subsequent installment payment so that the Company can reduce the administrative time required to process such payments.

Section 2.2 Compensation for Other Services.

Other services performed by the Independent Con- tractor for or on the behalf of the Company shall be compensated for based on mutual agreement. The Independent Contractor agrees to perform additional services upon the reasonable request of the Company as long as the compensation shall be agreed upon prior to the commencement of the services so performed. If the Independent Contractor chooses not to perform additional services for the Company, the Company agrees that this Agreement shall continue to be in full force and effect and that such decisions by the Independent Contractor shall affect no other rights of the par- ties under this Agreement.

ARTICLE III TERM OF AGREEMENT

Section 3.1 Initial Term.

The initial term of this Agreement shall begin on ___<date>___, and ter- minate on ___<date>___, subject, however, to termination during such period as provided in this Article. At the end of the term of this Agreement, all of the parties' duties hereunder shall cease and all amounts due to the Independent Contractor will be paid pursuant to the terms of this Agreement. In the event that all the services that were begun under this Agreement have not been completed at the time this Agreement is terminated, it is agreed by both the Independent Contrac- tor and the Company that these services will be completed as soon as is reasonably possible after the termination of this Agreement. Services rendered after the termination of this Agreement for projects begun prior to the termination of this Agreement will be compensated for under the terms of Article II.

Section 3.2 Continuation of Agreement.

The Company and the Independent Contractor contem- plate that the relationship under this Agreement shall terminate on ______<date>______ The par- ties agree to meet at least thirty days prior to the termination of this Agreement under Section 3.1 in order to extend this Agreement or modify such terms and conditions as the parties mutually agree.

Section 3.3 Termination upon the Bankruptcy or Liquidation of the Independent Contractor.

This Agreement shall terminate upon the adjudicated bankruptcy or the liquidation of the Independent Contractor. Adjudicated bankruptcy shall be defined as the date of any decree of bankruptcy issued by a court of competent jurisdiction. Liquidation shall refer to the sale or other disposition of more than 50 percent of the stock of the Independent Contractor, the sale or other disposition of more than 50 percent of the assets of the Independent Contractor, or the formal acceptance by the state of incorporation of the Independent Contractor of Articles of Dissolution or equivalent doc- umentation.

Section 3.4 Voluntary Termination.

Either party to this Agreement, for any reason whatsoever, may terminate this Agreement upon fourteen days' written notice. In such event, all services under this Agreement shall be completed pursuant to Section 3.1.

Section 3.5 Termination for Cause.

If, at any time, the Company ascertains that the expertise of the Independent Contractor's employees, agents, or servants is not of the high quality and exper- tise that the Company deems necessary to satisfactorily complete the services under this Agree- ment, the Company can terminate this Agreement. Termination under this provision may be accomplished only in writing. Upon receipt of the written termination notice, the Independent Contractor will cause all services to immediately cease. The Company shall only be liable for payment of services which it determines to be beneficial or of sufficient quality to warrant pay- ment.

ARTICLE IV TRAVEL AND MISCELLANEOUS EXPENSES

Section 4.1 Travel Expenses.

Travel, entertainment and other incidental expenses incurred by the Independent Contractor or its employees, when providing business management consulting ser- vices for the Company's Client in the County of York of the Province of Ontario, shall be paid in full by the Independent Contractor.

Section 4.2 Miscellaneous Expenses.

The Independent Contractor understands and agrees that miscellaneous expenses are the sole expense of the Independent Contractor and that the Company shall have no liability for their payment.

ARTICLE V RELATIONSHIP OF THE PARTIES

Section 5.1 Independent Contractor Status.

The Parties' intention is that the relationship between them is that of employer and independent contractor. Neither the Independent Contractor nor any agent, employee, or servant of the Independent Contractor shall be deemed to be the agent, employee or servant of the Company. Furthermore, the Independent Contractor shall have no real or apparent authority to bind the Company in any manner. Benefits provided by the Company to its employees, including, but not limited to, compensation insurance or unemployment insurance, are not available from the Company to the Independent Contractor, its agents, employees, or ser- vants.

Section 5.2 Employment and Income Taxes.

The Independent Contractor shall be responsible for the payment of all federal, state, and local taxes or contributions imposed or required under any unemployment insurance, Canada Pension Plan, income or any other laws with respect to the Independent Contractor's employees.

Notwithstanding anything in this Agreement to the contrary, the Independent Contractor hereby agrees to indemnify and hold the Company harmless from and against all federal employment tax liabilities and related interest and penalties, but not costs, arising out of any and all claims, suits, actions or administrative or other proceedings against the Company for its taxable years during which this Agreement is in effect.

In case any claim is made, or any suit or action is commenced, or notice is given, of any adminis- trative or other proceedings against the Company in respect of which indemnity may be sought, the Company shall promptly notify the Independent Contractor and permit the Independent Con- tractor to defend at its own cost and with counsel of its choice any or all such claims, suits, actions and proceedings against the Company. The Company shall give to the Independent Contractor or its counsel access at all reasonable times to all the books, records, tax returns, contracts and docu- ments of the Company as are existent at the time requested and shall furnish all other information as may also be necessary to defend such claims, suits, actions or proceedings.

Section 5.3 Employees of the Independent Contractor.

The Independent Contractor may hire any employees deemed necessary by the Independent Contractor. The Company shall have no duties or obligations with respect to any of the Independent Contractor's employees, agents, or servants.

The Independent Contractor has full authority and control as to its employees, agents, and ser- vants, and the Company will exercise no control over the personnel policies of the Independent Contractor, including hiring, supervision, or termination.

Section 5.4 Supervision.

The Independent Contractor shall have full authority to control and direct the performance of the details of the services provided by the Independent Contractor to the Company. The Company is only interested in the results achieved. All work performed by the Independent Contractor shall, however, meet the approval of the Company and shall be subject to the Company's general right of inspection to secure the satisfactory completion of the services under this Agreement.

The Independent Contractor warrants and agrees to assign only qualified personnel to perform services on behalf of the Company and that failure to do so may cause immediate termination of this Agreement under Section 3.5.

Section 5.5 Compliance with Law.

The Independent Contractor agrees to comply with all federal, provincial, and municipal laws, rules, and regulations that are now in effect or may be in the future applicable to the Independent Contractor, its business, and its personnel.

ARTICLE VI NONDISCLOSURE OF INFORMATION

Section 6.1 Independent Contractor Shall Not Disclose Information.

The Independent Contractor recognizes that technical information, operating procedures, and client information, as well as financial information, of the Company are highly confidential and are the sole property of the Company. The Independent Contractor, its employees, agents, or servants agree not to disclose, during or after the term of this Agreement, any information relative or pertinent to the Company's financial condition or operating procedures. In addition, the Independent Contractor, its employ- ees, agents, or servants shall not disclose any information that relates to the clients of the Com- pany, including the name of the clients.

All files and records with respect to the Company's clients or the Company itself shall be the property of the Company, and the Independent Contractor shall not remove these files or records without the specific written consent of the Company. The Independent Contractor agrees that all these files and records are the property of the Company and that upon termination of this Agree- ment, they will be promptly returned to the Company.

Section 6.2 Clients of the Company.

The Company and the Independent Contractor agree that the clients of the Company are unique assets of the Company. The Company is giving the Indepen- dent Contractor the opportunity to work with these clients. While the Company expects that the Independent Contractor will render business management consulting services to other organiza- tions, it also expects that the Independent Contractor will not continue relationships with Saks Fifth Avenue New York after this agreement is terminated. Therefore, the Independent Contractor agrees that it, its shareholders, directors, officers, employees, agents, or servants will not render any business management consulting services to ___<CLINENT>___ for six months after the date of termination of this Agreement.

Section 6.3 Breach of this Article. In the event of a breach or threatened breach of the provisions of this Article by the Independent Contractor, the Company shall be entitled to an injunction restraining the Independent Contractor, its shareholders, directors, officers, employees, agents, or servants, whichever the case may be, from disclosing, in whole or in part, any information or doc- umentation intended to be covered by the Agreement or from rendering services to ___<CLI- NENT>___ for six months after the date of termination of this Agreement.

ARTICLE VII GENERAL MATTERS

Section 7.1 Ontario Law. This Agreement shall be governed by the laws of the Province of Ontario and shall be construed in accordance therewith.

Section 7.2 No Waiver. No provision of this Agreement may be waived, except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision.

Section 7.3 Benefit. This Agreement shall be binding upon the parties, their successors, and assigns.

Section 7.4 Amendment. This Agreement may be amended, altered, or revoked at any time, in whole or in part, by the written agreement of the parties hereto.

Section 7.5 Construction. Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine and neuter shall include the feminine, wher- ever the context so requires.

The headings of Articles and Sections are included solely for convenience of reference. If any conflict between the headings and the text of this Agreement exists, the text will control.

Section 7.6 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other provision of this Agreement. On the contrary, such remaining provisions shall be fully severable, and this Agree- ment shall be construed and enforced as if such invalid provision had never been inserted in this Agreement.

Section 7.7 Notice. Any notice required to be in writing under this Agreement shall either be sent by certified mail, return receipt requested, or by personal delivery and shall be considered as received from the party delivering such notice as of the date of the signing of the return receipt in the case of certified mail or upon the date of the signing of a receipt upon delivery in the case of personal delivery.

The parties to this Agreement have signed this Agreement as of the day and date first written above.

By____________________________________By:____________________________________

, President	Herb Big Shot, President

<COMPANY>

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