This agreement (“AGREEMENT”) establishes the terms under which the parties hereto agree that the consultant, who has already provided his or her corporate name (if any) and address (hereinafter, referred to as the “CONSULTANT”) will perform consulting work for a client of CARENODES, Inc. (the “CLIENT”), CARENODES’s offices are located at 3415 S Sepulveda Blvd 10th floor, Los Angeles, CA 90034, (“CARENODES”).  CARENODES and CONSULTANT may be individually referred to herein as a “PARTY” and collectively referred to herein as “PARTIES”.  CLIENT is an intended third-party beneficiary of this AGREEMENT, and CLIENT will be entitled to the rights and benefits enumerated below.

1. Field of Consultation.  CARENODES wishes to engage CONSULTANT, as an expert in the field provided to CARENODES in the course of the on-line sign-up process, to consult with CLIENT regarding CLIENT’s work in the field(s) also provided in the sign-up process.

• Term of Consultation.  The period of consultation will be as agreed between CARENODES and CONSULTANT beginning on the first day of the project with the CLIENT, and will continue until the project is complete, as determined by CLIENT in its sole discretion.  Consultation will take place during the term of this Agreement at times and places mutually agreed upon by CONSULTANT and CARENODES.

• Fee.  CONSULTANT will receive the fees that have been specified separately by CARENODES, and which CONSULTANT agrees constitutes valid consideration for this AGREEMENT.

• Termination.  CARENODES will have the right to terminate this AGREEMENT upon thirty (30) days written notice to CONSULTANT.

• IRS Form 1099.  It is understood and acknowledged that the IRS Form 1099 that CONSULTANT will receive from CARENODES will indicate the total dollar amount that CARENODES will have paid CONSULTANT for the calendar year.  It will be CONSULTANT’s responsibility to file a Schedule C to deduct expense reimbursement so that these payments are not taxed.  CONSULTANT understands and acknowledges that this will require CONSULTANT to keep records that designate fee income versus expense reimbursements, including maintaining original receipts.  Note: For those contractors that are incorporated, this provision will not apply.

• No Conflict.  CARENODES understands that CONSULTANT is available to perform the consulting services as provided herein for CARENODES.  CONSULTANT therefore warrants that this consultation will not cause CONSULTANT to breach any agreement or obligation CONSULTANT may have undertaken with others and that all consulting services to be performed by CONSULTANT under this AGREEMENT are fully consistent with the rules and regulations of his or her employer, if any.  All consulting services to be performed by CONSULTANT for CLIENT will be on CONSULTANT’s own time and without the support or use of the facilities of CONSULTANT’s employer.

• No Third Party Confidential Information.  It is not CLIENT’s desire to be afforded access to, or to receive any information from CONSULTANT, which is confidential or in any way proprietary to any third party, nor to receive any information the receipt of which implies any obligations of confidentiality upon CLIENT.  CONSULTANT understands that any information provided by CONSULTANT can be freely disclosed and used for any CLIENT purpose including, for example, as incident to activities before the Food & Drug Administration, Federal Trade Commission, and U.S. Patent & Trademark Office.  CONSULTANT warrants that no other party, e.g. any employer, has any right, title or interest to or in any information, ideas, developments and inventions which may be submitted to CLIENT by CONSULTANT in CONSULTANT’s capacity as a consultant to CLIENT.  

• Obligation of Confidentiality.  During CONSULTANT’s engagement as a consultant, it may be appropriate and necessary for CONSULTANT to have access to certain of CLIENT’s technical and business information and materials.  CONSULTANT agrees to consider as confidential all information disclosed to CONSULTANT and materials given to CONSULTANT by CLIENT during the period of this AGREEMENT, and any technical or business information CONSULTANT may learn, observe, or otherwise obtain concerning CLIENT incident to CONSULTANT’s performance under this AGREEMENT, including the fact that CLIENT may have interest in specific materials or areas of business, all of which is referred to as “INFORMATION”.  CONSULTANT agrees to take all reasonable precautions to prevent disclosure of INFORMATION or materials to third parties and not to use INFORMATION or materials without CLIENT’s express written consent.  These obligations of confidentiality and nonuse will continue beyond the term of this AGREEMENT, but will cease to apply as to any specific portion of CLIENT’s information or material which becomes available to the public. 

• Term of Obligation of Confidentiality.  These obligations of confidentiality and non-use set forth in the section entitled “Obligation of Confidentiality” and all subsections thereof, will survive the termination of this AGREEMENT and any extensions thereof.

• Disclosures Incident to On-Site Services.  If consulting is performed by CONSULTANT at a CLIENT facility, the obligations of confidentiality and non-use as set forth in the section entitled “Obligation of Confidentiality” and all subsections thereof, will extend to any and all confidential and proprietary information belonging to CLIENT and acquired by CONSULTANT as incident to performing such onsite services.  This information may include, for example, plant size, crew shifts, number of lines, product shipments, new product development testing, and the like.

• Publication.  CLIENT will retain the results of CONSULTANT’s consulting work for CLIENT as confidential information.  Therefore, CONSULTANT will not publish or otherwise disclose the results of such work or other information concerning such work, without the express written consent of CLIENT.  In the event that work resulting from CONSULTANT’s consulting is published in the scientific literature, acknowledgement will be made to CONSULTANT in the accepted style, as appropriate.  CARENODES may share information collected from CONSULTANT with CLIENT, business partners, advertising companies, and other third parties.  CONSULTANT will not use CLIENT’s name without CLIENT’s concurrence.

• Independent Contractor.  CONSULTANT understands and acknowledges that CONSULTANT is an independent contractor and not an employee of CARENODES or CLIENT.  As such CONSULTANT will not be considered an eligible participant in any CARENODES or CLIENT benefit plan other than benefits CONSULTANT was entitled to prior to the execution of this AGREEMENT.  Moreover, CONSULTANT disclaims all other disability programs and unemployment compensation programs in connection with CONSULTANT’s work with CARENODES or CLIENT.  In light of CONSULTANT’s status as a consultant, CONSULTANT understands that it is CONSULTANT’s personal responsibility to report CONSULTANT’s earnings under this AGREEMENT to both the Federal and any appropriate State or Local Governments.  Under some circumstances, however, CARENODES may be required to report payments made to CONSULTANT and/or withhold Income and/or Social Security taxes.  It is further understood and agreed that CONSULTANT is not a partner or joint venturer with CARENODES or CLIENT and has no authority to bind CARENODES or CLIENT to any contract with third parties. 

• Inventions.  CONSULTANT agrees to disclose promptly and fully to an authorized representative of CLIENT all information, discoveries, works of authorship, designs, software, and inventions, whether or not patentable, conceived or reduced to practice by CONSULTANT as a result of CONSULTANT’s performance under this AGREEMENT (“INVENTIONS”).  All INVENTIONS will be the property of CLIENT.  Accordingly, CONSULTANT will assign outright to CLIENT the entire right, title and interest, both in the United States and abroad, to INVENTIONS, without payment other than that herein provided.  CONSULTANT will execute any documents which CLIENT deems reasonably necessary to secure its proprietary rights as set forth herein, such as to obtain patents, worldwide, or other protection covering INVENTIONS and to fully cooperate as requested to do so in the prosecution of such patents or other applications.  CLIENT will have the above-mentioned documents drafted at its own expense, as will also be the case with any patent or other applications which are filed, and with the prosecution and maintenance thereof.  CONSULTANT warrants that CONSULTANT has appropriate ownership rights in INVENTIONS to carry out CONSULTANT’s obligations under this paragraph.

• Work for Hire.  Work done by CONSULTANT for CLIENT of a custom design and custom tailored nature will be considered work for hire.  Any materials, such as worksheets, exercises, case studies and videos, created by CONSULTANT for CLIENT as part of such custom design and/or custom tailored work, will be wholly owned by CLIENT, with all copyrights being obtained and retained by CLIENT.  

• Personally Identifiable Information. CONSULTANT warrants that CONSULTANT will not be collecting or handling any personally identifiable information (“PII”) as a result of CONSULTANT’s consultations performed under this AGREEMENT.  PII means any information relating to a person that is sufficient to cause that person to be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to physical, physiological, mental, economic, cultural, or social identity.  If the scope of consultations under this AGREEMENT changes such that the collecting or handling of PII becomes necessary, CONSULTANT will promptly notify CLIENT in writing regarding such change. 

• Indemnification.  CONSULTANT will indemnify, hold harmless and defend CLIENT and its AFFILIATES and CLIENTS’s officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, losses, expenses (including, without limitation, fines, forfeitures, reasonable attorney’s fees, disbursements and administrative or court costs), penalties or damages (collectively, the “LIABILITIES”) from any third party claim arising from a breach of CONSULTANT’s privacy representations and warranties provided in the article entitled “Personally Identifiable Information”.

• Compliance with Applicable Government Laws and Regulations. CONSULTANT will fully comply with all applicable governmental, legal, regulatory and professional requirements, including but not limited to anti-corruption and anti-bribery laws, such as the Foreign Corrupt Practices Act (collectively “LAWS”).   If CONSULTANT has operations physically located in the territorial United States which are involved in CONSULTANT’s performance under this AGREEMENT, then CONSULTANT will fully comply with the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A and any applicable equal opportunity laws including the provisions in 41 CFR § 60-1.4 (a) (1)-(7), 41 CFR § 60-741.5(a), and 41 CFR § 60-250.5.  CONSULTANT will promptly notify CARENODES and CLIENT if CONSULTANT receives any notice, demand, summons or complaint from any governmental or regulatory authority, agency or other body relating to the subject matter of this AGREEMENT, and will take all steps, at CONSULTANT’s expense, to resolve any issues as promptly as practicable.

• Anti-Corruption Compliance.  In addition to any other measures necessary to comply with LAWS as described above, CONSULTANT will not, and will ensure that any person or entity acting on its behalf will neither (i) offer to pay, pay, promise to pay, or authorize the payment of money or anything of value nor (ii) give or offer any “facilitating” or “grease” payments (i.e. payments given or offered in order to expedite or secure the performance of a routine government action) whether or not those payments may be considered lawful under the applicable anti-bribery laws to any (a) officer, employee or any person acting in an official capacity for or on behalf of a government or an entity owned or controlled by a government, or of a public international organization; or (b) political party or their officials; (c) candidate for a political office (“PUBLIC OFFICIAL”) in order to influence any act or decision of the PUBLIC OFFICIAL in his or her official capacity or to secure any other improper advantage in order to obtain or retain business or obtain any other business advantage.

• AFFILIATES.  As used herein, the term “AFFILIATES” refers to any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with CLIENT, either currently or during the term of this AGREEMENT.  As used in this definition, the terms “owns”, “owned”, or “ownership” mean the direct or indirect possession of more than fifty percent (50%) of the voting securities, income interest, or a comparable equity in such business entity.

• Entire Agreement.  This AGREEMENT constitutes the entire understanding between the PARTIES with respect to the subject matter contained herein and supersedes all prior agreements, understandings and arrangements whether oral or written between the PARTIES relating to the subject matter hereof, except as expressly set forth herein.  Nothing in this AGREEMENT may be changed or modified, nor may anything be added to this AGREEMENT, except as may be specifically agreed to in a subsequent writing executed with the same formalities as this AGREEMENT.  For their convenience, the PARTIES may use, from time to time, their standard purchase orders, invoices, or other similar preprinted forms.  The terms of this AGREEMENT shall take precedence over any standard Terms and Conditions language set forth in those forms.

• Governing Law.  This AGREEMENT will be governed and construed in accordance with the laws of the State of California, United States of America.

• Headings.  The headings or titles of articles, sections or paragraphs appearing in this AGREEMENT are provided for convenience and are not to be used in construing this AGREEMENT.

• Notices.  All notices, authorizations, etc. relevant to this AGREEMENT may be personally served or sent by first class mail, postage pre-paid, to the respective PARTIES at the addresses provided and/or via email.