MQC Consulting from MQ (Bad)

Management Quality Consulting

Consulting Services Agreement

This Consulting Services Agreement (the "Agreement") is made on , 2008, between Management Quality Consulting (the "Consultant") and (the "Client").

1. Term.

The term of this Agreement shall begin at the date of execution and shall end on the earlier of (a) the completion of the Services and delivery of all Deliverables set forth in Appendix A and as defined therein; or (b) the termination of the Agreement by either party in accordance with Paragraph 11.

2. Assignment.

Subject to the terms and conditions of this Agreement, Consultant shall perform the Services. The Services will be performed in a professional manner and such Services and Deliverables shall conform to the Client's standards and specifications set forth in Appendix A.

3. Acceptance.

The Services and Deliverables shall be deemed satisfactory to and accepted by the Client unless the Client provides the Consultant written notice of any unsatisfactory aspect within 10 days of completion of said Service or Deliverable.

4. Payment.

The Client shall pay the Consultant the compensation specified in the Payment Schedule in Appendix B.

5. License.

Client hereby grants to Consultant (i) a nonexclusive, worldwide and royalty-free license to use, reproduce, perform, and make derivative works of any and all intellectual property and proprietary rights of Client, solely for the period of this Agreement and solely for Consultant's efforts under this Agreement, and (ii) a nonexclusive, perpetual, worldwide and royalty-free license, with right to sublicense, to make derivative works from, use, reproduce, perform, display, and distribute the Deliverables in any form.

6. Confidentiality.

The parties acknowledge that from time to time they may be exposed to confidential information of the other party in furtherance of this Agreement. The parties agree to hold each other's confidential information in confidence during the terms of this Agreement and for a period of two years after termination of this Agreement. The parties agree, unless required by law, not to make each other's confidential information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that confidential information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

7. Ownership.

Contractor acknowledges and agrees that Client or its suppliers are and shall remain the sole owners of all intellectual property rights in and to the Deliverables except with respect to the license rights granted herein. Client acknowledges that Contractor shall be the sole owner of all intellectual property rights in and to any improvements to the Deliverables.

8. Limitation of Liability.

CLIENT AGREES CONTRACTOR WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Warranty Disclaimer.

THE SERVICES AND DELIVERABLES ARE PROVIDED “AS-IS” AND CONSULTANT HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND DELIVERABLES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification.

Client shall indemnify and defend Consultant against any suit or proceeding brought against Consultant to the extent that such suit or proceeding is based on a claim that the Client's intellectual property infringes any copyright or trademark, misappropriates any trade secret, or constitutes an infringement of any patent or any mask work, and Client shall pay all damage and costs, including attorneys' fees, incurred by or awarded against Consultant.

11. Termination.

The Client may terminate this Agreement at any time provided one (1) week written notice is given to the Consultant. The Client must compensate the Consultant based upon the actual work performed. The Contractor may terminate this Agreement at any time provided one (1) week written notice is given to the Client. The Consultant may terminate this Agreement if the Client fails to adhere to the provisions of this Agreement.

12. Renewal.

The Client may offer to renew or extend this Agreement as deemed appropriate by the Client's needs, which offer shall become effective upon a written agreement between the parties to such effect. The Consultant is not obligated to agree to an extension or renewal.

13. Miscellaneous.

(a) Consultant's relationship with Company will be that of an independent consultant and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Consultant is not the agent of Company and is not authorized to make any representation, contract, or commitment on behalf of Company. Client shall have no right to use any trademarks or trade names of Consultant.

(b)This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Massachusetts as applied to transactions taking place wholly within Massachusetts between Massachusetts residents. Client hereby expressly consents to the personal jurisdiction of the state and federal courts located in Middlesex County, Massachusetts for any lawsuit filed there against Client by Consultant arising from or related to this Agreement.

(c) This Agreement may not be assigned by Client without Consultant's express written consent, and any such attempted assignment shall be void and of no effect.

(d)This Agreement, including Appendix A, attached is the entire Agreement between the parties. Any changes in the Agreement must be made in writing and signed by both the Client and the Consultant. The Appendices hereto may be modified from time to time by mutual written agreement of the parties.

(e)If any provision of this Agreement is found to be invalid, the remainder of the Agreement shall not be affected, and each provision of the Agreement shall be valid and enforced to the fullest extent of the law.

(f)The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(g)Either party's waiver of a default by the other does not constitute a waiver of future or other defaults.

(h)Sections 4, 5, 6, 7, 8, 9 and 13(b) shall survive any termination or expiration of this Agreement.

The parties hereby agree to the above terms and conditions and enter into this Agreement in good faith.

Client:Management Quality Consulting

Signature:Signature:

Name:Name:Barbara J. Grimm Actis

Title:Title:President

Address:Address:15 Maple Ridge Drive

Burlington, MA 01803

Management Quality Consulting

Appendix A

A. Consulting Services

The "Services" shall mean XX (#) months of services rendered by Consultant hereunder

(i) to complete specific project requests made by Client during such period that are similar in nature to the Deliverables, and

(ii) to timely complete and deliver the Deliverables.

Consultant shall devote approximately XX hours per week to performance of the Services; however such time may vary with the nature of the tasks performed as appropriate.

B. Deliverables

The Consultant shall to deliver the following items and services (the "Deliverables") to Client:

1. Research and recommend programming strategies for marketing/“content-driven” web site.

2. Research and recommend hosting appropriate for proposed web site.

3. Design and implement site navigational and page layouts in HTML in accordance with specification signed and approved by both Client and Consultant.

C. Client Responsibilities. Client shall supply the Consultant:

(a) appropriate documentation and/or assistance regarding the Product for the Consultant to perform his/her duties.

(b) a valid license for all proprietary and/or special purpose software required for testing the software. These licenses remain the property of the licensor and will be returned to the Client if so desired.

D. Client Specifications

Management Quality Consulting

Appendix B: Compensation

I. Payment Schedule.

Client shall pay Consultant at the rate of $75/hr, billable to the Client on a weekly basis.

Payment is due within 30 days of invoice date. Failure to timely pay may result in a delay in provision of additional services or Deliverables, including a delay of the return of Client's software, licenses, and/or documentation, at the discretion of the Consultant.

II. Expenses.

Client agrees to reimburse Consultant for documented normal and customary expenses incurred in testing the product, including but not limited to travel, meals, shipping, media, and data transfer.

(a) Consultant will present Client with an itemized bill for such expenses at intervals of not less than one (1) week and notify Client if any individual expense will exceed $100.

(b) Reimbursement is due within seven (7) days of date of Consultant's itemized expense bill.

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