Partner Resource Agreement

This PARTNER RESOURCE 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 maintains an information retrieval system which contains information about a large number of information technology personnel, and the Exchange will make every effort to identify such personnel who meet the specific requirements of Partner, and make arrangements for such personnel to be available to assist on Partner’s projects, whether or not such project was originally referred to Partner by the Exchange.

1.2 Term and Termination. This Agreement will become effective on the date first shown above, and will continue in effect through the completion of each Work Order (as described in Section 2.3 hereof).

1.3 Termination of Work Orders. Partner may, at its sole option, terminate any Work Order, or any portion thereof, upon advance written notice. The Exchange shall present invoicing to Partner for all hours worked prior to termination, and Partner shall pay the Exchange for all such work, subject to the usual payment schedule described herein.

2.1 Qualification. When requested by Partner, the Exchange shall search it’s information retrieval system, seek to contact prospective personnel, and otherwise make every effort to provide information regarding qualified personnel for review and consideration by Partner. In so doing, the Exchange may seek the assistance, if necessary, of other agencies who specialize in the recruiting of such personnel.

2.2 Assignment of Personnel. Partner has the option of selecting or rejecting any person who may be referred by the Exchange, and the Exchange will continue its efforts to provide such personnel to the extent that such efforts are productive. However, the Exchange shall not be liable if it is unable to meet Partner’s resource requirements.

2.3 Work Orders. All work to be performed by the Exchange’s personnel for Partner shall be documented in a Work Order executed by the Exchange and Partner. Each Work Order shall set forth the persons assigned, the estimated duration of each assignment, fees for services to be rendered and any out-of-pocket expenses to be reimbursed by Partner. Partner may negotiate such fees within the parameters of this Agreement, but the Exchange shall have the right to accept or decline any proposed Work Order.

3.1 Compensation of the Exchange’s Personnel. The Exchange shall bear sole responsibility for payment of compensation to its personnel. Such personnel shall have no claim as to coverage by Partner’s health or disability insurance, retirement benefits or other welfare or pension benefits. The Exchange agrees to defend, indemnify and hold Partner harmless from an claims, liabilities or expenses relating to such matters; provided that Partner shall promptly notify the Exchange of each such claim, cooperate with the Exchange in the defense and resolution of such claim and shall not settle or otherwise dispose of such claim without the Exchange’s prior written consent.

3.2 Employee Personnel. For all personnel who are employees of the Exchange, the Exchange shall pay and report federal and state income tax withholding, social security taxes and unemployment insurance applicable to such employees, and shall provide workers’ compensation and liability insurance as required. The Exchange shall bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which such employees may be entitled.

3.3 Independent Contractors. Independent contractors who may be assigned to Partner’s work are not employees, agents, joint venturers or partners of either Partner or the Exchange. Nothing shall be construed as creating or establishing the relationship of employer and employee between a contractor and either Partner or the Exchange.

3.4 Restrictions on Hiring Exchange’s Personnel. For so long as this Agreement is in effect, and for a period of one (1) year afterwards, Partner agrees not to knowingly recruit or hire, directly or by assisting others, any personnel of the Exchange, including, but not limited to, any such personnel who have been assigned to Partner’s projects.

4.1 Work Acknowledgment. Partner shall provide work acknowledgments to the Exchange weekly or otherwise as requested by the Exchange, indicating time worked and related expenses (if any), with approval for payment to the Exchange’s personnel and invoicing of Partner by the Exchange.

4.2 Invoices. The Exchange shall submit invoices to Partner weekly or biweekly, at the Exchange’s option, for services provided by the Exchange’s personnel, including related expenses (if any). Such invoices shall indicate a breakdown and distribution of charges by name and expense item.

4.3 Payment of Invoices. Partner agrees to pay each invoice in full within five (5) days after receiving the corresponding payment from its client, or otherwise as agreed in writing between Partner and the Exchange.

4.4 Expenses. Except as otherwise agreed in this Agreement or related Work Order, the Exchange shall be responsible for all costs and expenses incident to the performance of services for Partner, including all costs incurred by the Exchange to do business.

5.1 Partner’s Client. For so long as this Agreement is in effect, and for a period of one (1) year afterwards, the Exchange agrees not to knowingly solicit or otherwise offer its services directly or indirectly to any client of Partner for whom the Exchange’s personnel have been assigned by Partner.

5.2 Ownership of Work Product. All copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes or works of authorship developed or created by the Exchange’s personnel during the course of assisting Partner (collectively the "Work Product"), shall belong exclusively to the Partner or the client, as they mutually may agree (the "Owner"), and shall be considered a work made for hire for the Owner within the meaning of Title 17 of the United States Code. The Exchange automatically assigns, and shall cause its personnel automatically to assign to the Owner, without any requirement of further consideration, any right, title or interest it or they may have in such Work Product.

5.3 Confidentiality. The Exchange shall require its personnel to agree to maintain in strict confidence, and to use and disclose only as authorized by Partner, all information of a competitively sensitive or proprietary nature which they receive in connection with their work for Partner. These restrictions shall not be construed to apply to (1) information generally available to the public, (2) information released generally without restriction or (3) information independently developed or acquired by the Exchange or its personnel without reliance in any way on other protected information of the client.

6.1 Disclaimer. The Exchange does not make any warranty, express or implied, with respect to 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. 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 a particular service.

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 Exchange’s personnel who may be made available to Partner to assist with assignments, and contains all the covenants and agreements between the parties with respect to 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.

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