Sample Business Contracts

Consulting Agreement - eRoom System Technologies Inc.

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                             CONSULTING AGREEMENT

            THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of
______________________ by and between eRoom System Technologies, Inc., a Nevada
corporation ("Company"), and _______________________ ("Consultant"). Company and
Consultant are collectively referred to hereinafter as the "Parties".

                         ARTICLE 1. WORK ASSIGNMENTS

            Section 1.01. Consultant agrees to provide the services outlined in
Article 2 hereinbelow.

            Section 1.02.  Term.  The Agreement  shall commence as of the date
hereof and terminate on ______________.

                       ARTICLE 2. DUTIES OF CONSULTANT

            Section 2.01. Description of Duties.  Consultant shall provide the

                           ARTICLE 3. COMPENSATION

            Section 3.01.  Compensation.  Consultant shall be paid at the rate
of $___________ for all services rendered.

            Section 3.02. Taxes. The relationship by and among the Parties shall
be that of an independent contractor. Contractor shall not receive benefits from
the Company, and Contractor shall be solely responsible for paying her state and
federal income, disability and social security taxes, as applicable. No
provision contained herein shall create an employer/employee relationship
between the Parties.


            Section 4.01. Records. (a) All records of the accounts of Company,
of any nature, whether existing at the time of Consultant's engagement, procured
through the efforts of Consultant, or obtained by Consultant from any other
source, and whether prepared by Consultant or otherwise, shall be the exclusive
property of Company regardless of who actually purchased the original book,
record, or magnetic storage unit on which such information is recorded.

                        (b) All such books and  records  shall be  immediately
returned to Company by Consultant on any termination of engagement, whether or
not any dispute exists between Company and Consultant at, regarding, and/or
following the termination of this Agreement.

            Section 4.02. Confidentiality. Consultant hereby acknowledges that
he has received information regarding the business and all of Company's
products, including but not limited to


customer lists, product information, designs, patent design and art work,
schematics, drawings, software codes and deliverables, hardware specifications
and designs, business strategies, employee agreements, all of which information
is confidential information (the "Confidential Information"). The parties hereto
recognize and acknowledge that the Confidential Information is proprietary and
integral to Company's business and agrees to keep such Confidential Information
confidential shall not at any time or in any manner, either directly or
indirectly, divulge, disclose or communicate to any person, corporation or other
entity or utilize in any manner whatsoever any information (including but not
limited to the Confidential Information) concerning any matters affecting or
relating to Company's businesses and/or the Company's products (the "Proprietary
Material"). This covenant of nondisclosure and non-use includes, without
limiting the generality of the foregoing, any of Company's customers, employees,
assigns, competitors, consultants, executors or administrators. Consultant
further agrees not to disclose to any other person, corporation or entity or
utilize any of the Proprietary Material and/or Confidential Information
concerning Company's business, its products, and/or any of its technologies;
concerning Company's manner of operation of manufacturing; concerning Company's
plans, processes or other data with regard to its products, all of which are
Proprietary Material, without the prior written consent of Company. Consultant
hereto agrees and stipulates that Company's and all information characterized as
Proprietary Material and/or Confidential Information are important, material and
confidential and could gravely affect the effective and successful conduct of
Company's business. Consultant further agrees not to disclose the same to any
third person, corporation and/or entity for a period of three (3) years
subsequent to the termination of this Agreement or termination of Consultant as
a Consultant of Company, whether such termination is with or without cause.

            Section 4.03. Products. All ideas, inventions, products or
otherwise, relating in any way to Company's business, designed, improved,
planned, proposed, altered, modified, refined or enhanced by Consultant shall be
considered work for hire to the fullest extent permitted under Nevada law and
shall remain at all times the sole property of Company. Consultant shall not be
allowed to use such ideas, inventions or products unless she receives the prior
written consent of Company. Any and all patents, trademarks, patent filings or
the like relating in any way to Company's products shall remain the sole
property of Company and upon request, Consultant shall execute any and all
documents, filings or contracts assigning the same to Company. Furthermore,
whenever requested to do so by Company, Consultant will execute any and all
applications, assignments or other instruments that Company deems necessary to
protect Company's interests therein. Consultant's obligations hereunder shall
survive the termination of Consultant's engagement with respect to inventions,
discoveries and improvements conceived or made by Consultant during the term of
Consultant's engagement described in this Agreement.

                          ARTICLE 5. NON COMPETITION

            Section 5.01. Non-Competition. During Consultant's term of
engagement set forth in this Agreement, and for a period of two (2) years
thereafter, Consultant will not directly or indirectly be an owner, partner,
director, manager, officer or employee or otherwise render services or be
associated with any business that competes with Company; that during the same
period listed herein, Consultant will neither directly and/or indirectly,
individually or as an officer, director or agent of any corporation or other
entity, engage in or be interested in the manufacturing, selling or dealing in
Company's products and/or its technology or facsimiles thereof without Company's


written approval; nor reveal any of the Confidential Information and/or
Proprietary Materials received under this Agreement to any third party; nor use
of the Confidential Information and/or Proprietary Materials to manufacture,
sell or deal in any products similar to those manufactured, marketed and/or sold
by Company; nor to affect in any way current or future sales of the Company's
and/or its technology. Further, Consultant agrees that during the term of this
Agreement she shall not hire away or assist other companies in hiring away
current employees or Consultants of Company.

                        ARTICLE 6. GENERAL PROVISIONS

            Section 6.01. Notice. Any notices to be given by either party to the
other may be effected either by personal delivery in writing or by mail,
registered and certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at their last known addresses as
appearing on the books of Company.

            Section 6.02. Entire Agreement. This Agreement supersedes any an all
other agreements, except the sales agreement between Company and Consultant,
either oral or written between the parties with respect to the engagement of
Consultant by Company for the purposes set forth in Article 2.1, and contains
all of the covenants and agreements between the parties with respect to such
consulting work whatsoever. Each part to this Agreement acknowledges that no
representations, acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
Agreement shall be valid or binding. Any modification of this Agreement will be
effective only if it is in writing signed by the party to be changed.

            Section 6.03. Severability. If any provision in this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions shall nevertheless continue in full force and effect
without being impaired or invalidated in any manner.

            Section 6.04.  Governing Law. This Agreement  shall be governed by
and construed in accordance with the laws of the State of Nevada.

            Section 6.05. Mandatory Arbitration. Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by binding arbitration in accordance with the Commercial Rules of the
American Arbitration Association by a single arbitrator, mutually agreed upon by
the Parties, in Las Vegas, Nevada. Judgment upon the award rendered by the
arbitrator may be entered into in any court of competent jurisdiction and shall
not be appealable. Furthermore, the prevailing party shall be entitled to
reasonable attorneys' fees.

            Section  6.06.  Counterparts.  This  Agreement  may be executed in
counterparts,  each of which shall be constitute an original, but all of which
when taken together shall constitute one and the same agreement.

            IN WITNESS WHEREOF, this Agreement was executed as of the date first


forth above.

eRoom System Technologies, Inc.,
a Nevada Corporation

Steven L. Sunyich
Chief Executive Officer