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____________________Inc. (hereinafter called "the Client") desires to use the expert assistance of Paul MacNeal (hereinafter called "the Consultant") in the field or fields in which the Consultant has professional qualifications.


The Client is a business engaged in the production of components utilized in the aerospace industry, or similar fields, requiring the use of skilled independent contractors. The Consultant is a person who by education, training, and experience is skilled in the provision of the service required.


The beginning date and completion date can be specified in this section....

Or, a maximum amount of hours can be specified over a certain period of time....

Or, the time can be open with the contract ending when the work is completed.....

Or, it may state that on ongoing relationship is commencing , the length of which is open.

b) Either the Client or the Consultant may terminate this agreement by giving the other party 30 days' written notice of intention of such action.


a) Services provided by the Consultant are listed in Exhibit A and summarized in this section.

b) Specific deliverable items are listed in Exhibit A

c) Schedule of deliverables is listed (i.e. preliminary concepts, intermediate analysis, final report, etc.) in Exhibit A

d) Dates of critical meetings between the Consultant and the Company are specified in Exhibit A

e) Travel arrangements with approximate dates

f) Other details related specifically to the Consultant duties


a) The Client shall provide access to the Consultant to obtain necessary documents, drawings, procedures, products, and other information for the performance of this agreement.

b) The Client agrees to provide to the Consultant all information from a third party that is necessary for the completion of the agreement.

c) The Client shall furnish the Consultant with such facilities and services as shall be suitable for the project and adequate for the performance of his duties under this agreement. This can include office space, office equipment, computers, and office supplies if the Consultant provides services on the premises of the Client.


a) Upon the Consultant's acceptance hereof, the Client agrees to pay the Consultant's fee according to the following schedule:

A total amount may be quoted with specified installments......

Or, labor may be charged by the day until completion of the project with collection of fees being made at regular intervals (every two weeks, month, etc.) by use of an invoice provided by the Consultant.......

Or, other mutually agreeable terms

For purposes of planning, the general fee basis is:

Full day rate..........$925
Half day rate..........$500
Hourly rate............negotiated

Larger projects........negotiated

b) The Consultant, as an independent contractor, shall be reimbursed for the following expenses through billing at direct cost plus 15%.

i) Travel expenses necessary for the execution of the project, including air fares, rental vehicles, hotel stays, meals, and highway mileage in personal vehicles, which will be charged at 32 cents per mile. Air travel will be by tourist class, except when tourist class service is not regularly available.
ii) Printing and reproduction services
iii) Other necessary expenses directly attributable to the project


a) The Consultant shall be paid as provided for in paragraph 5(a) and 5(b) hereof, on the basis of a submitted invoice from the Consultant.

b) Payment to he Consultant will be made by check, delivered by certified mail postmarked no later than 30 days subsequent to receipt of the invoice.

c) If the invoice is not paid within the 30 day period, then interest at a 8% annual rate on the overdue amount shall be added as a penalty to the invoice.

d) If payments have not been received by the Consultant within 45 days of the invoice submittal date, the Consultant reserves the right to stop work until the invoice and appropriate interest penalties have been paid to the Consultant. Stopping work is considered a last resort after all reasonable attempts to notify the Client of oustanding debts have been exhausted.


a) Any and all reports, manuscripts, and any other work products, whether completed or not, that are prepared or developed by the Consultant as a part of the work under this agreement shall be the property of the Client and shall be turned over to the Client promptly at the Client's request or at the termination of this contract, whichever is earlier.

b) The Consultant reserves the right to maintain a copy of all such work in his possesion.

c) Rejected plans or ideas remain the sole property of the Consultant, and the Client has no right to use such ideas, drawings, sketches, or other related information.


a) It is understood that in the performance of his duties, the Consultant will obtain information about both the Client and the Client's clients, and that such information may include financial data, client lists, methods of operating, policy statements, and other confidential data.

b) The Consultant agrees to restrict his use of such above-mentioned information to the performance of duties described in this agreement. The Consultant further agrees to return to the Client and to the Client's clients upon the completion of his duties any and all documents (original and copies) taken from either organization to facilitate the project described herein.


The Consultant is an independent contractor and therefore is not eleigible to participate in any benefit programs or tax withholding obligations on the part of the Client.


The Client agrees, for promotional purposes only, to allow the Consultant to list in the Consultant's literature and website the name of the Client, the project title, the city in which the Client does business, and some representative photos or model plots. The Client has the right to refuse this promotional permission for purposes of national security or other significant reason by providing written notice to the Consultant prior to, during, or at completion of the project.


The parties agree that this agreement is to be construed according to the laws of the State of California.


The Client agrees that this Contract is personal in nature and is not assignable by the Client or the Consultant.


The Client agrees to limit any and all liability or claim for damage, for cost of defense, or for any expenses to be levied against the Consultant to a sum not to exceed $20,000.00, or the amount of the fee, whichever is less, when such claim arises from any error, omission, or professional negligence on the part of the Consultant.


Any controversy or claim arising out of the interpretation of this Cntract shall allow either party to submit the disputed clause to Arbitration under the Arbtration Act of California. The cost of such arbitration are to be borne equally by both parties.


This agreement, along with Exhibit A, executed in duplicate, constitutes the entire contract between the parties and may be canceled, modified, or amended only by a written supplemental document executed by each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have accepted and executed this agreement this ______ day of _____________, 200__.

Paul MacNeal, Consultant

Company Name

Authorized signatory