SAMPLE RETAINER AGREEMENT

This Work for Hire Agreement ("Agreement") is made this (date), (your company) (Contractor), and (your client's company name) (Client), having it's principal place of business at (client address). 1. DESCRIPTION OF SERVICES. Beginning on (date), (your company) will provide the following services as described in attachment "A" of this agreement. 2. PAYMENT FOR SERVICES. The Client will pay compensation to (your company) for the Services based on $ .00 per hour. Client agrees to pay Contractor for the services set forth in Article 1 above, the sum of ________ ____________________ ($__________) as a retainer at the time of execution of this Agreement, and on the first day of each month for the duration of the contract. In addition to the monthly retainer, Corporation agrees to pay monthly any and all reasonable and necessary expenses incurred by Contractor on behalf of Corporation in connection with the services described in Article 1 of this Agreement. Contractor will provide a record of hours billed against the retained amount each month along with the expenses incurred. No provision will be made for carrying hours over to the following month. 3. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party after a minimum contract duration of three(3) months. 4. RELATIONSHIP OF PARTIES. It is understood by the parties that (your company) is an independent contractor with respect to (your client's company name) and not an employee of (your client's company name) will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of (your company). 5. WORK PRODUCT OWNERSHIP. Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by (your company) in connection with the Services shall be the exclusive property of (your client's company name) Upon request, (your company) shall sign all documents necessary to confirm or perfect the exclusive ownership of (your client's company name) to the Work Product. 6. CONFIDENTIALITY. (your company) will not at any time or in any manner, either directly or indirectly, use for the personal benefit of (your company) , or divulge, disclose, or communicate in any manner any information that is proprietary to (your client's company name) . (your company) will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, (your company) will return to (your client's company name) all records, notes, documentation and other items that were used, created, or controlled by (yourcompany) during the term of this Agreement. 7. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.

8. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. By: ____________________________________________________ (Client Company Name) By: ____________________________________________________ (Your Company Name) RETAINER AGREEMENT ATTACHMENT "A" DESCRIPTION OF SERVICES TO BE PROVIDED BY (Your Company) FOR (Client) EFFECTIVE (Date):

By: ____________________________________________________ (your client's company name): By: ____________________________________________________ (YOUR COMPANY)