4. ***Place Where Services Will be Rendered.***The Consultant will perform most Services at alocation to be determined in Consultant’s sole discretion.  In addition, the Consultant willperform Services by telephone and at such other places as reasonably necessary to perform theServices, including the Company’s offices and the offices of potential acquisition targets.5. ***Payment to Consultant.***The Company will pay the Consultant at a rate of $200.00 per hour asconsideration for the Services. The Company will also reimburse the Consultant for his reasonableout-of-pocket expenses incurred in providing the Services; provided that any such expenses havebeen previously approved in writing by the Company.  Promptly after the end of each calendar month,the Consultant will submit an itemized monthly invoice setting forth the hours for which Consultantprovided Services and the type of services provided, along with the out-of-pocket expenses incurredin the preceding month with original receipts. The Company will pay the Consultant the amounts dueas indicated by invoices submitted by the Consultant within 30 days of receipt.6. ***Independent Contractor.***By this Agreement, the parties intend to create the relationship ofindependent contractor and not that of an employer-employee and hereby acknowledge that, withrespect to the Services, the Consultant has been engaged as an independent contractor and not anemployee of the Company. Accordingly, the Consultant shall be responsible for payment of all taxesincluding U.S. Federal, State and local taxes arising out of the Consultant’s activities inaccordance with this Agreement, including by way of illustration but not limitation, Federal andState income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes orbusiness license fee or insurance as required. Neither party is the agent of the other and neitherparty shall have the right to bind the other by contract or otherwise, except as expressly providedin this Agreement.7. ***Work for Hire.***Work Product (as defined below) is “work made for hire” for purposes of thecopyright laws of the United States and will be the Company’s sole and exclusive property. Further,to the extent that (i) any Work Product may not by operation of law be deemed works made for hire,or (b) ownership rights with respect to any Work Product may not vest in Client as contemplated bythis Agreement, then, in each case, this Agreement will automatically operate as an irrevocablegrant, transfer, sale and assignment by Consultant to Company of all right, title and interest insuch Work Product. The term “Work Product” means all original material created by the Company forBaumbach under this Agreement, including ideas, concepts, drawings, information, works ofauthorship, documents and tangible items.8. ***Employment of Others.***The Company may from time to time request that the Consultant arrangefor the services of others.  All costs to the Consultant for those services will be paid by theCompany but in no event shall the Consultant employ others without the prior authorization of theCompany.9. ***Confidentiality.***The terms and conditions of that certain mutual nondisclosure agreementbetween the Company and Baumbach dated September 28, 2009 is incorporated herein by reference as ifsuch terms and conditions were fully set forth in this Agreement.10. ***No Assignment*****.**Subject to the immediately following sentence, this Agreement shall bebinding upon and inure to the benefit of the parties hereto and their respective successors andpermitted assigns, each of which such successors and permitted assigns shall be deemed to be aparty hereto for all purposes hereof.  No party may assign, delegate or otherwise transfer eitherthis Agreement or any of his or its rights, interests, or obligations hereunder without the priorwritten approval of the other parties.
 
 

 
11. ***Miscellaneous.***This Agreement, together with each statement of work now or hereinafterexecuted, constitutes the entire agreement and understandings of the parties concerning theServices to be provided by Baumbach to the Company. This Agreement expressly supersedes all prioragreements and commitments of the parties, whether oral or written, regarding the Services. Nothingcontained in this Agreement shall constitute a commitment by the Company or any of its affiliatesto into any other arrangement or agreement relating to the Services. This Agreement may not beamended, supplement or modified, except in a writing signed by both of the parties. This Agreementshall be governed by and construed in accordance with the laws of the State of Minnesota, withoutgiving effect to its choice of law principles. This Agreement shall bind and inure to the benefitof the parties hereto and their respective heirs, legal representatives, successors and assigns.The terms and conditions of paragraphs 7 and 9 shall survive the termination of this Agreement.This Agreement may be executed by facsimile or email transmission and in one or more counterparts,each of which shall constitute an original and all of which together shall constitute oneinstrument. The parties agree to execute such other document or instruments and take such otheractions as are necessary to consummate the transactions contemplated by this Agreement.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 

 
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