<ENTER DATE> CONTRACTOR S NAME COMPANY NAME MAILING ADDRESS CITY, STATE ZIP. Contractual Consulting Services. Dear <ENTER CONTRACTOR S FULL NAME>:

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1 <ENTER DATE> CONTRACTOR S NAME COMPANY NAME MAILING ADDRESS CITY, STATE ZIP RE: Contractual Consulting Services Dear <ENTER CONTRACTOR S FULL NAME>: The purpose of this letter is to outline the arrangements to which you and CITEC have agreed regarding an engagement under which you will provide consulting services through CITEC to firms located in the seven counties of Northern New York (commonly referred to as the North Country) and under which CITEC will generally market these services in the North Country. 1. Purpose of Contract. [THIS NEEDS TO BRIEFLY RECITE THAT THE CONTRACT CONSULTANT HAS SPECIFIC EXPERTISE AND/OR IS IN THE BUSINESS OF PROVIDING CONSULTATION SERVICES, OR SOMETHING OF THE LIKE, WHICH DEFINES WHY THE CONSULTANT IS BEING RETAINED.] 2. Description of Work. You and CITEC have discussed providing consulting services through CITEC to the North Country s small and medium sized firms. We have agreed that you will generally provide consulting services to those firms in two ways. The first class of services that you will provide will, depending on the customers needs, involve substantial participation by CITEC personnel in delivering a project in cooperation with you. On such projects, depending on the needs of the customers, even if you are serving as a project s leader, you have agreed to utilize the services of CITEC s staff in order to assist you in serving the customers needs. We have agreed that, if we encounter opportunities for such work i.e., work which promises to require more than your own services then we will develop on a case-by-case basis project participation agreements which outline mutual responsibilities, expectations, schedules, compensation arrangements, etc. between you and CITEC. You have agreed to make reasonable efforts to use the services of CITEC s staff where reasonable and possible. The second class of services you will provide are those that will be delivered to a customer in a standalone mode in which you will do work for CITEC s customers either on your own or with minimal participation in the actual delivery on the part of CITEC s other personnel. In such cases, subject to the procedures described later in this letter, you will work with a CITEC staff member (acting as Project Manager) to prepare the scopes of work and expected impacts for the proposals and for specifying the timelines and compensation arrangements.

2 Regardless of whether a service delivered is one of those enumerated above or some variation, you have agreed that CITEC will be the contractor of record and you will be a contractor/consultant to CITEC. To facilitate this, you agree to work with the potential client and CITEC to develop scopes of work and pricing for inclusion in any proposal at no cost to CITEC or the customer. Except in unusual circumstances, you agree to follow CITEC s policy of not charging customers for the time it takes to develop, negotiate, and close agreements to do work for customers, just as CITEC will not charge for the time it expends on these tasks. We both recognize that both of us may expect to spend substantial amounts of time working with customers to help them define their needs, problems, and expectations in order to assure that we maximize our chances not only to do quality work but also to lay the foundation for favorable customer response to the impact surveys described in paragraph 4 below. You have also agreed to submit interim and final reports and other work products to CITEC for its review before they are submitted to clients. 3. Exclusive Services for Companies. Where CITEC plays a substantive role in establishing the connection between you and a client ( Customer ) (whether as a result of referral, participation in a CITEC client-development event, or similar effort), you agree to provide services to those Customers exclusively through CITEC. When you are working through CITEC, you agree to represent yourself as working with CITEC. Both parties recognize that such a representation does not alter your status as a completely independent contractor (see paragraph 9 below). The reason for such a representation is to ensure that the customer gives CITEC full credit for the delivery of your services when CITEC s stakeholders survey the impacts of your services (see paragraph 4 below) following project completion. Both parties recognize how important quality work is and the potential for conflict of interest in the arrangements contemplated in this letter. Therefore you have agreed to be bound by the same code of ethics agreement (attached), as are all of CITEC s other service providers and CITEC s direct employees. Nothing in the Agreement prevents you from performing consulting services for any entity which is not a CITEC Customer. 4. Impact Surveys. By executing this letter of agreement you also agree to follow CITEC s procedures in defining the scope of work with the Customer and in surveying the impacts that your services may have had on the Customers business. This will include gathering and providing CITEC s Project Manager with all anticipated impacts of your services that you will have estimated in consultation with the Customer for inclusion in the project s proposal. Then, at the close of a project, you agree to review and quantify again with the Customer the impacts realized and/or anticipated in the coming months as a result of your services. The gathering of impact data at the beginning and completion of every project is critical in effectively managing the MEP/NYSTAR survey process.

3 5. Marketing. CITEC regularly conducts marketing and sales efforts with its target market. Such marketing includes general and specific services provided both through direct staff and contract consultants. Advertisements in general media outlets, targeted direct mailings, newsletters, sales calls and marketing events are among the efforts used to gain awareness of CITEC and its services. As appropriate and based on availability, CITEC may ask you to assist in these efforts with any reimbursement outlined in the Compensation Rates (Schedule A). In consideration of CITEC s efforts to build brand awareness for services offered, whether by its direct staff or by third party contractors, all materials presented to Customers or potential customers will be in standard CITEC formats. All such materials will include CITEC s logo, contact information, design standards, etc. This is not to imply that your intellectual property, if any, will be compromised. Rather, CITEC feels the inclusion of the business name for the third party contractor may impede appropriate responses to the follow-up surveys referenced in paragraph 4 above and in CITEC s attempts to build brand awareness. (Presentation/Training materials will be co-branded but include CITEC contact information in the event of any follow up requests from potential clients.) 6. Compensation. We have agreed that we will usually propose to bill Customers for your services on a lump sum and/or not-to-exceed basis. Compensation Rates are shown in Schedule A. 7. Project Pricing. CITEC generally prefers to provide Customers with complete prices, which will not have added to them costs such as travel time, mileage and phone costs. However, in some instances, it may be more appropriate to price a project as Time & Expenses ; or, as some combination thereof. In any case, prices will be provided by the contractor to CITEC for inclusion / approval by the client in the project agreement. The contractor can charge for overnight lodging, mileage and food expenses for all CITEC client work that is more than one hour driving distance from the contractor s home/business address. Any such charges must be designated by the contractor for inclusion / approval by the client in the project agreement. The price quoted to the Customer will be the total blended fee which includes your rate plus 25% CITEC administrative fee. There are occasions on which CITEC s fee on such agreements may be more or less than 25%. This is true when the administrative burdens are considerably higher or lower than standard projects. Such instances may include projects funded through grants that require more administrative support; or, those that require less, such as return/repeat engagement with a company. In such cases, it is essential that you consult with CITEC s direct staff before you quote possible costs to the Customer. Unless other arrangements have been mutually agreed to in specific cases, CITEC will pay you within thirty days of its receipt of your invoice. However, if CITEC has reason to believe that the customer for

4 whom work is being billed is or will delay its payment to CITEC because s/he is dissatisfied with your performance, CITEC reserves the right to withhold payments (without interest or penalty) until the customer s dissatisfaction has been remedied. 8. Downpayment. Unless we agree otherwise for a specific project, CITEC s proposals to companies will require a 33% up-front payment from Customers before starting work. Since it is possible that some proposals contemplated in this letter do not involve lump sum bids, you will make a reasonable effort to estimate the total number of hours an hourly project will take and we will base the up-front payment on such an estimate. 9. Independent Contractor s Status. You are an independent contractor of CITEC on all the jobs we cooperate in doing. You will supply your own transportation, furnish your own equipment, pay the overhead and direct costs necessary to meet your project commitments, set your own hours, maintain your own office and phone, etc. You are free to engage as a consultant with entities which are not CITEC Customers, subject to the terms of this agreement. You will also maintain your own insurances, including professional liability insurance. Either party can require from the other evidence of such insurances at its choice. Even if CITEC does not require evidence of insurances, you agree to accept all professional liability for the quality of the work on projects which you engage to do through CITEC and you also agree to accept responsibility for all general liability and workers compensation and disability liabilities related to such projects. 10. Periodic Review. Both parties recognize that if the consultant services set out in this letter are to be a success we must maintain close cooperation in planning and executing projects. To help ensure the maintenance of such close cooperation, both parties agree to participate in planning and quality control discussions with each other as necessary without charge to one another. 11. Renewal and Amendment. This agreement may be renewed and amended by mutual agreement recorded in a simple transmittal of letters and/or s. 12. Termination. This agreement is intended to extend until terminated by either party. Either party may terminate this agreement on 30 days written advance notice at any time and for any reason (or no reason). In the event of such termination, if there are outstanding proposals or projects that involve your participation, you agree to complete the projects described or to provide equivalent services through another party acceptable to CITEC at no increase in cost to the Customer or to CITEC.

5 13. Dispute Resolution. Should any dispute arise in connection with this agreement that the two parties cannot resolve through negotiation, both parties agree to attempt to resolve the dispute through nonbinding mediation. Before resorting to mediation, both parties shall exert good faith efforts to resolve the dispute without delay. Both parties reserve their right to any legal remedies available, including but not limited to litigation. Mediation shall be a jurisdictional prerequisite prior to the institution of a lawsuit by either party. Sincerely, By: <ENTER CONSULTANT S NAME> <CITEC Staff Name> <CITEC Staff Title> Date:

6 Schedule A: Compensation Rates Effective Date: <ENTER DATE> On-Site Project Work for Clients $ENTER AMOUNT full day $ENTER AMOUNT half day $ENTER AMOUNT hourly If different rate for off-site work completed in connection with the project: $ENTER AMOUNT full day $ENTER AMOUNT half day $ENTER AMOUNT hourly ENTER ANY ADDITIONAL CATEGORIES OF SERVICES AND AMOUNTS. FOR EXAMPLE: Public Lean Training Sessions $1,500 full day $ 750 half-day Travel Expenses As noted in Section 6 of the Agreement, it is CITEC s intention not to charge North Country companies overhead or travel costs. Any exceptions to this would be included and approved by the client in the project agreement.