USCG STRATEGIC PARTNERSHIP AGREEMENT

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Coleen Fletcher
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USCG STRATEGIC PARTNERSHIP AGREEMENT THIS STRATEGIC PARTNERSHIP AGREEMENT (the Agreement ) is made and entered into this day of, 20 (the Effective Date ) by and between US CONSULTING GROUP, Inc.

or USCG )) and Company Name:, a, duly organized under the laws of the State of, having its principal place of business at Address: Street City State ZIP (hereinafter referred to as the Strategic

RECITALS WHEREAS, USCG provides comprehensive consulting services, managing and administering, solid waste recycling utilities for its client companies nationwide, for the purpose of reducing utility

1 USCG STRATEGIC PARTNERSHIP AGREEMENT THIS STRATEGIC PARTNERSHIP AGREEMENT (the Agreement ) is made and entered into this day of, 20 (the Effective Date ) by and between US CONSULTING GROUP, Inc. a Corporation, duly organized under laws of the State of New Jersey, having its principal place of business at 1315 Harding Highway, Richland, New Jersey (hereinafter referred to as the Company or USCG )) and Company Name:, a, duly organized under the laws of the State of, having its principal place of business at Address: Street City State ZIP (hereinafter referred to as the Strategic Partner or You ). RECITALS WHEREAS, USCG provides comprehensive consulting services, managing and administering, solid waste recycling utilities for its client companies nationwide, for the purpose of reducing utility costs and creating additional revenue streams through rebates (the USCG Services ); WHEREAS, in exchange for providing the USCG Services, USCG receives compensation in various formats, including, without limitation, a percentage of the savings and rebates it is able to generate for its clients as a result of the same (the USCG Compensation ); WHEREAS, USCG wishes to engage the Strategic Partner to provide the services described herein and the Strategic Partner agrees to provide such services in exchange for certain compensation and otherwise in accordance with the terms and conditions contained in this Agreement; NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, USCG and the Strategic Partner, intending to be legally bound, agree to the terms set forth below. AGREEMENT 1. TERM: This Agreement shall commence as of the Effective Date, and continuing for a period of one (1) year (the Term ), but can be terminated at any time in accordance with the terms of Section 10 herein. The term of the Agreement shall automatically renew for four (4) successive 1 year periods (the Renewal Periods ), unless, upon written notice received no later than thirty (30) days prior to the end of such Renewal Period, either party elects not to renew, for any reason or no reason at all. 2. SERVICES: Strategic Partner shall have the non-exclusive rights to market and promote USCG, as a means to solicit and procure new clients (the Referral Clients, each a Referral Client ) to engage USCG to provide the USCG Services. To the extent USCG is engaged by any such Referral Client(s), Strategic Partner shall be required to adhere to all USCG sales and contact policies with respect to such relationships, and shall have certain responsibilities and obligations relating to the same, including, without limitation, facilitating and maintaining the Referral Client relationship, participating in the collection of any USCG Compensation due and owing by the Referral Client, working with a designated USCG sales manager(s), maintaining periodic communications (at least one time per fiscal quarter) and conducting in person meetings (at least one time per fiscal year) with the Referral Client, for the purpose of obtaining status updates regarding the Referral Client account and relationship. Any prospective Referral Clients are subject to acceptance and approval by USCG, and USCG may, at its sole discretion, decline to engage any such Referral Client for any reason. 1 of 6

2 3. COMPENSATION: Strategic Partner shall receive residual commissions, calculated as the percentage of USCG Compensation generated and collected from each Referral Client. Such percentage shall be negotiated and agreed upon by USCG and the Strategic Partner, and reflected on Schedule A annexed hereto and incorporated by reference herein. Such residual commission shall be calculated after any credits, rebates, or refunds are issued to and reconciled against the Referral Clients account. USCG shall pay You such residual commissions on the twenty fifth (25th) day of each month, for any compensation due to You from the previous month s account activity for each Referral Client. For the avoidance of any doubt, Strategic Partner shall not be entitled to a residual commission on USCG Compensation due to or earned by the Company unless and until the same has actually been paid to and collected by the Company. To the extent a Referral Client neglects or otherwise refuses to pay any such USCG Compensation that is earned, due and owing, such unpaid amount shall not be included in the calculation of any residual commission due to the Strategic Partner for the given period. To the extent a Referral Client is late in making a payment of USCG Compensation, causing such payment to occur in a invoicing period subsequent to the one in which it was due, then any residual commissions due to You in connection with such late payment shall be calculated and paid to You on the 25th day of the month following USCG s receipt of the same. Commission Statements; Production of Records. USCG shall provide Strategic Partner with periodic commission statements, which such statements shall be deemed complete and accurate unless Strategic Partner lodges written objections to the same within thirty (30) days from the issuance of the same. In the event the Strategic Partner lodges such objection, USCG will produce the records for the disputed account within thirty (30) days of the written request. In the event the objection is resolved in favor of USCG, Strategic Partner shall reimburse USCG for the reasonable time spent to prepare, review and submit disputed information at the rate of $45.00 per hour. USCG reserves the right to deduct such expense from commissions due to Strategic Partner. Upon written request, USCG shall provide the Strategic Partner with copies of any invoices or other billing records relating to any account maintained in connection with a Referral Client. The Strategic Partner s right to receive such residual commissions in connection with a Referral Client shall survive the expiration or termination of this Agreement and shall continue for the duration of the engagement between USCG and such Referral Client, subject to any limitations or exception set forth in Sections 9 herein. 4. EXPENSES: Strategic Partner acknowledges and agrees to bear all expenses it incurs in connection with the services provided hereunder, except those which USCG agrees to pay for in writing. 5. INDEPENDENT CONTRACTOR: The parties agree that Strategic Partner and its members are rendering services to USCG as an independent contractor, not an employee or agent. Nothing contained herein shall, or shall be construed to, create a legal partnership, joint venture or any other relationship between the parties hereto. In Strategic Partner s capacity as an independent contractor, Strategic Partner shall file all required returns and reports, withhold and/or pay all required federal, state and local wage and employment related taxes, including but not limited to income taxes, payroll taxes, social security taxes and unemployment taxes, with respect to the amounts paid to Strategic Partner under this Agreement. Strategic Partner shall reimburse USCG for any taxes, costs and expenses, including reasonable attorneys fees, penalties and interest, which USCG may incur by reason of Strategic Partner failure to comply with the obligations set forth in this Section 4. Strategic Partner must maintain its own distinct corporate offices, with a valid phone number and mailing address. 2 of 6

3 6. NO AUTHORITY: Strategic Partner shall have no authority to make any representations, warranties or commitments binding USCG without USCG s prior consent. Strategic Partner will not execute or enter any agreement on behalf of USCG nor shall Strategic Partner hold itself out as having such authority. 7. NO ENTITLEMENT TO EMPLOYEE BENEFITS: In Strategic Partner s capacity as an independent contractor, Strategic Partner shall not be entitled to participate in USCG s group medical plan, its unemployment insurance, its worker s compensation insurance, or any other employee benefit program or plan promulgated or implemented by USCG. 8. INDEMNIFICATION: The parties to this Agreement agree to indemnify each other for any losses or liabilities, including reasonable, documented attorneys fees and costs, resulting from (i) a party s material breach of any of their representations, warranties, agreements or covenants hereunder, provided that such party shall have been provided with reasonable written notice thereof and an opportunity to cure, or (ii) any claims or disputes arising out of or in connection with activities performed or services provided under this Agreement that result from the gross negligence or fraudulent misconduct of a party hereto, its employees or agents. 9. TERMINATION: This Agreement may be terminated by either party, for any reason or no reason at all, upon no less than seven (7) days written notice made by certified mail, return receipt requested. Notwithstanding the foregoing, USCG may terminate this Agreement for cause, immediately, without providing of the aforesaid written notice, in the event Strategic Partner engages in fraud, gross negliglence, breaches any of the material terms of this Agreement, or if USCG determines, in its reasonable discretion, that Strategic Partner has failed to perform under this Agreement. In the event Strategic Partner terminates this Agreement, or USCG terminates this Agreement for cause, Strategic Partner s right to receive residual commissions shall immediately cease and shall not survive this Agreement. Upon the expiration or termination of this Agreement, Strategic Partner shall cease using any materials and information relating to USCG or USCG Services within its control and possession, and shall return same, immediately upon USCG s written request. Final compensation or commissions due, if any, shall not be paid until such property is received by USCG. 10. TRAINING: Strategic Partner agrees to make one (1) of its members, shareholders employees or agents available to attend and complete USCG s annual training seminars. Such seminars will last for a period of one (1) to two (2) days and can be conducted on-site at the location of a USCG client or via webinar. To the extent Strategic Partner elects to attend on-site training, Strategic Partner shall bear its own costs of travel, food and lodging relating to the same. Dissemination of Authorized Information. Strategic Partner may only disseminate presentations, agreements, reports, documents and information relating to USCG and/or USCG Services to the extent the same has been authorized by USCG. 11. ASSIGNMENT: Strategic Partner shall not transfer, sell, or assign this Agreement to any other individual or entity without USCG s prior written approval and authorization, which such approval and authorization may be withheld at USCG s sole discretion. Confidential Information. Strategic Partner specifically acknowledges that, pursuant to this Agreement, Strategic Partner will receive valuable specialized training and confidential information relating to USCG and the USCG Service, including, without limitation, information, relating to business operations, client audit methodology, utility price reduction programs, utility revenue enhancing programs, sales, pricing, promotional and marketing methods and techniques. Strategic Partner covenants that, during the term of this Agreement, except as otherwise approved in writing by USCG, Strategic Partner 3 of 6

4 will not, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person or legal entity communicate, divulge, or use for the benefit of any other individual or entity any confidential information, knowledge, or know-how which may be communicated or provided to Strategic Partner or of which Strategic Partner may be apprised by virtue of the services provided by the Strategic Partner s under the terms of this Agreement. Strategic Partner will divulge such confidential information only to such of its employees as must have access to it in order to provide the services set forth under this Agreement. Any and all information, knowledge, know-how, and techniques which USCG designates as confidential will be deemed confidential for purposes of this Agreement. 12. RESTRICTIVE COVENANTS: During the Term any Renewal Term and for a period of one (1) year thereafter, Strategic Partner, and any of its owners (whether of record, beneficially, or otherwise), members, shareholders, or partners, investors, partners, directors, or officers, itself, or through, on behalf of, or in conjunction with any person or legal entity or immediate family members of any members of such (e.g., spouse or children) will not, directly or indirectly: (a) solicit or request any employee of or consultant to USCG to leave the employ of or cease consulting for USCG; (b) solicit or request any employee of or consultant to the USCG to join the employ of, or begin consulting for, any individual or entity that researches, develops, markets or sells solid waste and recycling consulting services, utility savings programs, or utility revenue enhancing programs (a Competing Business ); (c) solicit or request any Competing Business, to employ or retain as a consultant any employee or consultant of the USCG; (d) induce or attempt to induce any client of USCG, including any Referral Client engaged by USCG to terminate or breach any written or oral agreement or understanding with the USCG; or (e) own, participate in, or benefit from, directly or indirectly, any Competing Business in the category if solid waste, recycling and or hazardous waste management. 13. INDEPENDENT LEGAL REVIEW: The Agreement has been entered into by each of the parties, after having the opportunity to have the same fully reviewed and analyzed by independent legal counsel. 14. MERGER AND INTEGRATION CLAUSE: THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CHANGED EXCEPT BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES. The preambles and exhibit(s) are part of this Agreement, which constitute the entire understanding and agreement of the parties, and there are no other oral or written understandings or agreements between us and you relating to the subject matter of this Agreement. Any representation(s) not specifically contained in this Agreement made prior to entering into this Agreement do not survive subsequent to the execution of this Agreement. There shall be no change, amendment or modification of any of the terms of this Agreement unless it is in writing and signed by both parties. 15. SEVERABILITY: Except as expressly provided to the contrary herein, each portion, section, part, term, and/or provision of this Agreement will be considered severable; and if, for any reason, any portion, section, part, term, and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such will not impair the operation of, or have any other effect upon, such other portions, sections, parts, terms, and/or provisions of this Agreement as may remain otherwise intelligible; and the latter will continue to be given full force and effect and bind the parties hereto; and said invalid portions, sections, parts, terms, and/or provisions will be deemed not to be a part of this Agreement. 4 of 6

5 16. ARBITRATION: Any dispute arising out of or in connection with this Agreement must be determined in New Jersey by the American Arbitration Association ( AAA ). This arbitration clause will not deprive USCG of any right it may otherwise have to seek provisional injunctive relief from a court of competent jurisdiction. The parties ask that the arbitrator limit discovery to the greatest extent possible consistent with basic fairness in order to minimize the time and expense of arbitration. If proper notice of any hearing has been given, the arbitrator will have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of any party who fails to appear. Both parties waive any rights they may have to demand trial by jury or to seek punitive damages from one another. The arbitrator will have no power to assess punitive damages against either party. The party against whom the arbitrators render a decision must reimburse the prevailing party all reasonable costs and expenses, including reasonable attorney s fees, incurred in connection with the arbitration. Any court of competent jurisdiction may enter judgment upon any award. 17. GOVERNING LAW: This Agreement shall be governed by the laws of the State of New Jersey. Signature of the copy hereof will indicate the acceptance of the terms and conditions herein stated, and thereafter this letter shall constitute our whole and complete agreement concerning the parties engagement which may not be orally modified or extended. 18. AUTHORITY: Strategic Partner has full legal right, power and authority to enter into and deliver this Agreement and to provide the services set forth herein. This Agreement has been duly and validly executed and delivered by Strategic Partner and is the legal, valid and binding obligation of Strategic Partner, enforceable against Strategic Partner in accordance with its terms. 19. NON-CONTRAVENTION: Strategic Partner to the best of its knowledge is not party to any agreement, contract or other document, which would prevent Strategic Partner from fully performing its obligations under this Agreement. 20. NO DISPUTES OR LEGAL ACTIONS: There are no suits, actions, claims, inquiries or investigations by any person, or any legal, administrative or arbitration proceedings in which Strategic Partner is engaged or which are pending, or to Strategic Partner s knowledge, threatened against Strategic Partner which question the validity or legality of the transactions contemplated hereby, including, without limitation, legal actions for fraud, and there are no outstanding orders writs, injunctions or decrees of any governmental authority against Strategic Partner, which may have a material adverse effect on the performance of the services provided for under this Agreement. 5 of 6

6 The terms and conditions of this agreement are consented and agreed to by and between the parties: By: The US Consulting Group By USCG Strategic Partner: Name of Authorized US Consulting Group Representative Strategic Partner Name Authorized Signature Schedule A Strategic Partner Compensation A. Compensation. The US Consulting Group agrees to pay the Strategic Partner YOU a commission fee of % ( ) of gross savings, fees and rebates received by The US Consulting Group on new accounts solicited by YOU, approved, contracted and serviced by The US Consulting Group and YOU. All commissions will be documented for YOU on the designated The US Consulting Group commission report submitted monthly. This addendum will be in accordance with item # three (3) of this agreement. In the event a client does not pay USCG, The obligation to pay YOU will be forfeited until payment is made. If a settlement is made for payment YOU will receive % of profit only if a gross profit is derived. Option A. Accepted Option Initial Accepted Option Initial By signing this document, both parties agree that they read and fully understand all terms and conditions of this agreement. Both parties agree that they have had legal representation review this agreement and understand the terms and condition. Strategic Partner Signature Date: USCG Authorized Signature Date: 6 of 6

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