Agreement made _____________, 2005, between _____________________________, a corporation organized and existing under the laws of the State/Province of _________________________________, with its principal place of business at ______________________________________________, herein referred to as Corporation, and Dayton Associates, a sole proprietorship, with its principal place of business at 477 123rd Place NE, Bellevue, Washington, herein referred to as Consultant.

• Corporation desires Consultant to perform technical and/or marketing communications consulting.
• Consultant agrees to perform these services for Corporation under the terms and conditions set forth in this Agreement.

It is understood that Consultant's services will be rendered largely in Bellevue, Washington, but that Consultant will, on request, come to the Corporation's address or to such other places as designated by the Corporation to meet with their representatives.

The number of hours Consultant is to work will be approved in advance by Corporation and mutually agreed to by Consultant. The hours Consultant is to work on any given day will be entirely within Consultant's control and Corporation will rely upon Consultant to put in such number of hours as are reasonably necessary to fulfill the spirit and purpose of this Agreement.

• Corporation agrees to retain Consultant for a minimum of two days, or for additional hours/days as mutually agreed by Corporation and Consultant.
• Corporation will pay Consultant $_________.00 (US) per day, or $______.00 (US) per hour, of Consultant's time used in the performance of services under this agreement.
• Travel time will be billed at one-half of Consultant's daily/hourly consulting rate. Travel time will be considered billable time if Consultant is required to travel more than 20 miles from Bellevue, Washington. Air travel will be billed directly (when possible) to Corporation. The responsibility to provide consulting services will be accepted and work will begin when Consultant receives a non-refundable retainer of $ _________.00 (US). Once this initial advance has been exhausted, Corporation agrees to pay Consultant the total balance due pursuant to the Consultant’s invoice.
• Corporation will pay invoices for consulting services within fifteen days of receipt of Consultant's invoice. Overdue invoices will be charged a 5% late fee and 1.5% per month interest.

Each party acknowledges and agrees that any and all information concerning the other's business is "Confidential and Proprietary Information", and each party agrees that it will not permit the duplication, use or disclosure of any such "Confidential and Proprietary Information" to any person (other than its own employee, agent or representative who must have such information for the performance of its obligations hereunder), unless such duplication, use or disclosure is specifically authorized by the other party. "Confidential and Proprietary Information" is not meant to include any information which, at the time of disclosure, is generally known by the public or any competitors of the parties to this Agreement.

The Corporation does hereby indemnify and shall hold harmless (including reasonable attorney's fees) the Consultant against all liability to third parties (other than liability solely the fault of the Consultant) arising from the performance of consulting services under this Agreement. Corporation's obligation to indemnify Consultant will survive the expiration or termination of this Agreement by either party for any reason. Corporation may, at its option, conduct the defense in any such third party action arising as described herein and Consultant promises to cooperate fully with such defense.

Consultant's nonperformance shall be excused if caused by equipment failure, acts of God, strikes, equipment or facilities shortages, or other causes beyond Consultant's reasonable control. In addition, Consultant's liability, if any, for any mistake, omission, interruption, delay, error, defect or other failure in its recommendations or delivery of service or equipment, whether in contract, tort, strict liability or otherwise, shall in no event exceed the amount of Consultant's contract. In no event shall Consultant be liable to Corporation and/or users, for any amount arising out of or connected with this agreement (except as specifically set out in the previous sentence) or for any costs, delays, special, incidental or consequential damages.

• Either party to this Agreement may terminate this Agreement by giving 10 days notice to the other party.
• Any modifications or addendum to this contract shall only be made in writing.
• If either Corporation or Consultant employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover attorney's fees and any costs of collection.
• This Agreement shall be governed by the laws of the state of Washington.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

CORPORATION

BY: _________________________________________________

TITLE: _______________________________________________

CONSULTANT

BY: _________________________________________________

FOR: DAYTON ASSOCIATES