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Interim Agreement

This Interim Agreement ("Agreement") is made and entered into as of the ________ day of ________, 20__ and is by and between Company A, with its principal place of business located at ______________________________ ("A") and Company B, with its principal place of business located at ______________________________ ("B").

For the purpose of defining the terms and conditions under which the parties will work together on the ______________________________ project ("Project"), the parties hereby agree as follows:

1. Engagement. A hereby engages B, and B hereby accepts such engagement, to provide ______________________________ services to A in connection with the Project.

2. Term. The term of this Agreement shall begin on the date hereof and continue until ______________________________ ("Term"), unless earlier terminated as provided herein.

3. Compensation. As full and complete consideration for the services to be rendered by B pursuant to this Agreement, A shall pay to B ______________________________ in accordance with the payment schedule attached hereto as Exhibit A.

4. Expenses. A shall reimburse B for all reasonable out-of-pocket expenses incurred by B in connection with the performance of its obligations under this Agreement, provided that B submits to A contemporaneous documentation of such expenses in accordance with A's then-current expense reimbursement policy.

5. Confidentiality. During the Term and at all times thereafter, B shall hold in strictest confidence and shall not use for B's benefit or for the benefit of any person, firm, corporation or other entity, any Confidential Information (as defined below) of A. "Confidential Information" means any and all information or material that has or could have commercial value or other utility in the business in which A is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. 6. Ownership of Work Product. All documents and other tangible things (and all intellectual property rights therein) prepared by B pursuant to this Agreement and all modifications thereof shall be the sole and exclusive property of A (or its designee). To the extent that, at law or in equity, any of the foregoing is not the sole and exclusive property of A, B hereby assigns to A (or its designee), to the fullest extent permitted by law or in equity, any and all of its right, title and interest therein.

6. No Binding Obligations. This Agreement does not create any binding obligations between the Parties, and neither Party shall be bound by any obligations, commitments or agreements unless and until a definitive agreement is reached and executed by the Parties.

7. Independent Contractor. It is expressly agreed that B is an independent contractor with respect to A, and not an employee of A. B and its employees shall not be eligible for any of the benefits that A makes available to its employees, including without limitation group health or life insurance, profit-sharing or retirement benefits.

8. Compliance with Laws. B shall comply with all applicable laws, ordinances, codes and regulations of governmental entities in performing its obligations under this Agreement.

9. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

10. Amendment. This Agreement may not be amended, modified or supplemented except in writing signed by each party hereto.

11. Waiver. The failure of either party to require performance by the other party of any provision of this Agreement shall not affect in any way the full right to require such performance at any time thereafter. The waiver by either party of a breach of any provision of this Agreement shall not be taken or held by the other party to be a continuing waiver of any such breach or as a waiver of any other breach.

12. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

13. Applicable Law. This Agreement, for all purposes, shall be construed in accordance with and governed by the laws of the State of ________ without regard to the conflict of laws principles thereof.

14. Assignment. Neither this Agreement nor any rights, interests or obligations hereunder may be assigned by either party without the prior written consent of the other party; provided, however, that either party may assign this Agreement in connection with a merger, consolidation, corporate reorganization, or the sale of all or substantially all of its assets.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A facsimile signature shall have the same authority as an original signature.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

COMPANY A _________________________

Signature _________________________

Typed or Printed Name Title

COMPANY B _________________________

Signature _________________________

Typed or Printed Name _________________________

Title _________________________