This Agreement ("Agreement") is entered into this __ day of __________, 200_ by and between [COMPANY'S NAME] ("Company"), and [CONSULTANT'S NAME] ("Consultant").


WHEREAS, the Company is engaged in the business of [DESCRIBE]; and


WHEREAS, the Company desires to retain the services of the Consultant to assist it in [DESCRIBE].




1.   Services. The Consultant agrees to provide the following services to the Company: [DESCRIBE]


2.   Compensation. The Company agrees to compensate the Consultant for such services on the following basis: [DESCRIBE]


3.   Records. The Consultant agrees to keep full and complete records of all services done under this Agreement and shall turn copies of such records over to the Company upon termination of this Agreement.


4.   Confidential/Proprietary Information. The Consultant agrees that it will not disclose and will hold in confidence any and all proprietary information, and other matters owned by the Company brought to the Consultant's attention (collectively the "Information") by Company during the course of this Agreement, whether in written or oral form. Without the prior written consent of the Company, the Consultant agrees not to use the Information for any purpose other than the performance of the Services performed for Company. However, the Consultant shall not be so restricted where (a) the Information is now or becomes public through no fault of the Consultant, or (b) the Consultant already had the Information in his/her possession from his/her own work prior to the date of this Agreement, or (c) the Consultant received the Information from a third party on a non-confidential basis and not derived from Company, or (d) the Consultant receives permission in writing from the Company to disclose the Information. Upon termination of this Agreement, the Consultant agrees to promptly return to the Company all of the Information, in whatever form, that the Consultant may then have in his/her possession or control.


5.   Remedies. The parties acknowledge that any disclosure of the Information will cause irreparable harm to the Company. As a consequence, the parties agree that if the Consultant fails to abide by the terms of this Agreement, the Company will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and to judgment for damages caused by such breach, and to any other remedies provided by applicable law.


6.   General.  This Agreement shall be construed under and in accordance with the Laws of the State of Florida. This Agreement contains the entire agreement between the parties hereto and the specific subject matter hereof. Any amendment hereto must be in writing and executed by both parties.


IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first written.







By:____________________ By:___________________