2.
TERM
Subject to earlier termination as hereinafter provided, the term of the Consultant's employment
hereunder (the "Term") shall commence on the date hereof, shall terminate on [DATE] and shall be
automatically renewed from year to year thereafter unless either party gives at least [NUMBER] days
prior written notice of termination.
3.
DUTIES
During the Term the Consultant shall perform the development, maintenance, support and consulting
services with regard to the Product as are specified on Schedule A attached hereto (the "Services") at
times mutually agreed to by the Company and the Consultant. The Consultant shall at all times provide
the services of the Project Manager ("Project Manager") who shall maintain direct management
responsibility for the performance by the Consultant of the Services. The Consultant shall also provide
such programmers and other Consultant Personnel (as hereinafter defined) as may be required to fulfill
its obligations hereunder and as may be reasonably acceptable to the Company. The Consultant shall
keep the Project Manager and other Consultant Personnel reasonably available to the Company during
the Term and shall perform the Services in a timely, professional manner.
4.
COMPENSATION
a.
For all Services rendered hereunder, the Company shall pay the Consultant a maximum
consulting fee of [AMOUNT] during the Term payable weekly in arrears on the basis of
[AMOUNT] per man-hour of Consultant Personnel time during the preceding week.
b.
The Consultant shall also be entitled to receive a [%] share of the Net Profits attributable to the
Product (the "Profit Share"). Net Profits shall be defined as all revenues generated from the
Product and actually received by the Company less sales commissions and expenses, consulting
fees, costs of development, marketing and production of the Product, administrative expenses
and other overhead charges attributable thereto, interest expense in connection with financing
of the Product and provision for income taxes with relation to Product revenues.
c.
The Consultant shall maintain complete and accurate records of man-hours spent by the
Consultant Personnel in connection with the performance of the Services and shall provide the
Company with a statement at the end of each week detailing the Services rendered and the
man-hours spent during the week then ended.
d.
The Profit Share shall be payable by the Company within [NUMBER] days after the end of each
quarter during the Term on the basis of Net Profits attributable to the Product during the
quarter then ended. Each payment of the Profit Share shall be accompanied by a statement
outlining the manner in which such payment was calculated. The Consultant shall have the right,
at its sole cost and expense, to cause an independent certified public accounting firm reasonably
acceptable to the Company to examine the Company's books and records (but only to the extent
relevant to inquiry under this Paragraph 4(d)) during business hours, but not more than once a
year, in order to verify the accuracy of the Company's calculation of the Consultant's Profit
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