Consulting Partner Agreement

This CONSULTING PARTNER AGREEMENT ("Agreement"), made and entered into this _____ day of ___________________, 20____, between ______________________, having a principal place of business at ______________________________________, ("Partner"), and Consultants Exchange, Inc., having a principal place of business at 2555 Marietta Hwy., Ste 205, Canton, GA 30114 ("Exchange").

1.1 Background. The Exchange is in the business of marketing the services of its Partners, arranging for multiple Partners to work together, and providing subcontractors and employees to assist Partners, thereby forming virtual companies with the capabilities to obtain and complete client projects. Through its promotional activities and services, the Exchange therefore provides valuable services to its Partners.

1.2 Scope of Agreement. This Agreement provides the terms by which the Exchange will work with Partners to refer prospective clients, introduce other Partners, and/or provide subcontractors or employees to assist Partners. The Exchange reserves the right in its sole discretion to accept, decline or discontinue doing business with each Partner.

1.3 Term and Termination. This Agreement will become effective on the date it is signed by both parties, and will continue in effect through the completion of each project obtained thereunder. Either party may terminate this Agreement at any time, but such termination will not affect the continued applicability of the Agreement to any referrals, introductions or other services provided by the Exchange prior to such termination date.

2.1 Partner Qualifications. Partners will be enabled to provide their company profile to the Exchange via the Internet Web Site provided by the Exchange, and/or otherwise as mutually agreed. The sole responsibility of the Exchange for any information or transmission errors will be to take reasonable steps to correct such errors when identified.

2.2 Promotional Activities. The Exchange will promote and advertise the use of its referral service so that prospective clients who need such services and expertise as provided by the Partners will be apprised and enabled to contact the Exchange.

2.3 Referral Process. The Exchange reserves the right to determine which Partner to refer, based on the prospective client's needs and the Partners' expertise and qualifications. The Partner to whom a client is referred shall be identified as the "Managing Partner", and shall be responsible to the client for completion of the project, client billing, payment of referral fees to the Exchange, etc. A referral by the Exchange will be presumed if the Partner begins working for the client within twelve (12) months after the initial referral. Partners are required to advise the Exchange of any new clients thereby obtained, and further of any additional projects which may be obtained from that same client for a period of three (3) years following the start of work on the initial referred project. Partners are required to provide the Exchange with information concerning the size and value of each project, time schedules, payment frequencies and other information the Exchange may require.

2.4 Prior Work. In the event the Partner has done significant work for the client within the last six (6) months prior to the Exchange's referral, it is the Partner's responsibility to make such assertion prior to accepting the referral, so that the Exchange may verify this with the client and determine the suitability of said referral. Otherwise, the client shall be deemed to be a new referral by the Exchange.

2.5 Referral Fees. Partners shall pay referral fees to the Exchange as shown on the Referral Fee Schedule published by the Exchange, as in effect at the time a Partner accepts the referral. The Exchange reserves the right to revise such Fee Schedule, but such revision shall not alter the fees due on referrals made prior to such revision. Referral fees are due and payable to the Exchange within ten (10) days after a Partner receives any payment from its client, regardless of whether payments are periodic or based on progress or completion.

3.1 Assisting Partners. Whenever Managing Partners need assistance from other Partners, the Exchange will notify prospective Partners by e-mail, and post details of the Managing Partner's project needs on the Exchange's web site. Managing Partners will be enabled to contact any Partners who express an interest from the web listing, and arrange directly for their participation on the project.

3.2 Partner Responsibilities. Other Partners who may be introduced to the Managing Partner to assist with the project, shall be responsible to bill the Managing Partner for their services, and to pay referral fees to the Exchange as specified on the Referral Fee Schedule. Managing Partners shall be responsible for reporting hours worked by such assisting Partners as well as rates paid for their services.

3.3 Referral Fee Adjustment. Since assisting Partners pay referral fees to the Exchange, the Managing Partner is authorized to reduce the client billing amount on which he bases computation of referral fees, by the amounts paid to assisting Partners.

4.1 Availability of Personnel. The Exchange maintains a database of subcontractors and employees who can be made available to Partners on an "as needed" and "as available" basis.

4.2 Terms & Conditions. Terms and conditions for using Exchange personnel on Partner projects are governed by a separate agreement. However, when a Partner uses Exchange personnel for assistance on a project, the same referral fee adjustment applies as when other Partners are used for assistance.

5.1 Intention of Parties. It is the intention of the parties that the Partner is an independent contractor and not an employee, agent, joint venturer or partner of the Exchange. The Exchange shall have no right to, and shall not, control the manner or determine the method of accomplishing any Partner's services. Whenever Partners assist other Managing Partners on a project, the assisting Partner shall be a subcontractor for the Managing Partner, and not a contractor of the client directly. The Exchange and its personnel shall have no obligation or liability to the client; and the Partner agrees to defend, indemnify and hold harmless the Exchange and its personnel from any such claims, liabilities or expenses relating to the Partner's work and responsibilities, except to the extent resulting from their willful misconduct or gross negligence.

5.2 Partner Responsible for Own Personnel. Each Partner shall bear sole responsibility for payment of compensation to its staff, as well as all applicable withholding taxes, social security taxes, unemployment insurance, and workers' compensation insurance. Each Partner shall bear sole responsibility for any health or disability insurance, retirement benefits, or other benefits (if any) to which its staff may be entitled. Each Partner agrees to defend, indemnify and hold harmless the Exchange and its personnel from any such claims, liabilities or expenses relating to such matters.

6.1 Disclaimer. The Exchange does not make any warranty, express or implied, with respect to the operation or accuracy of its web site or other systems, the services rendered by its personnel or the results obtained from their work, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. In no event shall the Exchange be liable for consequential, incidental, special or indirect damages, or for acts of negligence which are not intentional or reckless in nature, regardless of whether it has been advised of the possibility of such damages.

6.2 Total Liability. The Partner agrees that the Exchange's liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid for services under the applicable estimate or in the authorization for the particular service if no estimate is provided.

6.3 Force Majeure. The Exchange shall not be liable to the Partner for any failure or delay caused by events beyond the Exchange's control, including, without limitation, the Partner's failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.

7.1 Notices. Any notices to be given hereunder by either party to the other may be effected in writing by either e-mail, fax or postal mail, addressed to the parties at their last known address.

7.2 No Discrimination. The parties agree that in the performance of this Agreement they will not discriminate or permit discrimination against any person or group of persons on the grounds of sex, race, religion, national origin, age, or physical or mental handicap.

7.3 Entire Agreement of the Parties. This Agreement supersedes any and all prior agreements, between the parties hereto with respect to the rendering of services by the Exchange for the Partners, and contains all the covenants and agreements between the parties with respect to the rendering of such services. Any modification of this agreement will be effective only if it is in writing, signed by the party to be charged.

7.4 Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.

7.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia.

7.6 Successors. This Agreement shall inure to the benefit of, and be binding upon, the Exchange and the Partner, their successors and assigns.

7.7 Freedom of Action. Nothing in this Agreement shall be construed to limit the ability of the Exchange or any Partner to do business with whomever it chooses. Neither the Exchange nor any Partner gives any assurance regarding the results or success of their cooperation hereunder, it being expressly acknowledged that this Agreement provides a basis for a good faith mutual accommodation as circumstances permit.

CONSULTANTS EXCHANGE, INC.		CONSULTING PARTNER
		Company: _____________________
By: _________________________		By: __________________________
_________________________           Typed or Printed Name		__________________________           Typed or Printed Name
__________________________           Title		__________________________           Title
__________________________           Date		__________________________           Date