Common use of COMPENSATION TO CONSULTANT Clause in Contracts

COMPENSATION TO CONSULTANT. For and in consideration of the work performed hereunder, CITY agrees to pay to CONSULTANT for satisfactory completion of all services included in Exhibit “A”. In consideration of the services provided by CONSULTANT as included in Exhibit “A”, CITY shall pay a fee to the Contractor in the sum not to exceed Eighty Thousand and No/100 Dollars ($80,000). An hourly rate of $300 per hour is established for any litigation except that the first four hours of litigation consultation shall be included without cost to the CITY. CONSULTANT shall invoice CITY on a monthly basis for work completed within each month. Invoices shall show the progress of assigned projects, the percentage of completion on each work element or task, and the number of hours expended during the month. If additional services, trips or expenses are requested, CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed. The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess of the amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. Within thirty (30) days of receipt of each such invoice, CITY shall make payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default. If CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the nature of the dispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiously.

COMPENSATION TO CONSULTANT. For and in consideration of the work performed hereunder, CITY agrees to pay to CONSULTANT for satisfactory completion of all services included in Exhibit “A”. In consideration of the services provided by CONSULTANT as included in Exhibit “A”, CITY shall pay a fee to the Contractor in the sum not to exceed Eighty Sixty-Five Thousand and No/100 Dollars ($80,00065,000). The City shall also reimburse CONSULTANT for any reasonable travel expenses approved by CITY up to an amount not to exceed $7,000. An hourly rate of $300 225 per hour is established for any litigation except that the first four five hours of litigation consultation shall be included without cost to the CITYcity. CONSULTANT shall invoice CITY City on a monthly basis for work completed within each month. Invoices shall show the progress of assigned projects, the percentage of completion on each work element or task, and the number of hours expended during the month. If additional services, trips or expenses are requested, CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed. The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess of the amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. Within thirty (30) days of receipt of each such invoice, CITY shall make payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default. If CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the nature of the dispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiously.

COMPENSATION TO CONSULTANT. For and in consideration of the work performed hereunder, CITY agrees to pay to CONSULTANT for satisfactory completion of all services included in Exhibit “A”. In consideration of the services provided by CONSULTANT as included in Exhibit “A”, CITY shall pay a total fee to the Contractor in the sum not to exceed Eighty Thousand and No/100 amount of thirty-five thousand, seven hundred fifty-eight Dollars ($80,00035,758.00), including expenses. An hourly rate of $300 per hour is established for any litigation except that The consultant, or consultant team, will furnish all required labor, materials, supplies and travel required in connection with the first four hours of litigation consultation shall be included without cost to the CITYproject. CONSULTANT will xxxx CITY from time to time in accordance with work accomplished during the billing period; provided however that this Contract shall invoice CITY on a monthly basis for control in the event of any conflict between the language in Exhibit "A" and the language in this Contract. In no case will xxxxxxxx exceed the actual amount of work completed within each monthperformed. Invoices shall show the progress of assigned projects, the project and the percentage of completion on each work element or task, and the number of hours expended during the month. If additional services, trips or expenses are requested, CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed. The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess of the amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. Within thirty (30) days of receipt of each such invoice, CITY shall make payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default. If CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the nature of the dispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiously.

COMPENSATION TO CONSULTANT. For CONSULTANT shall submit semi-annual invoice for services rendered and CITY shall make payments in consideration the amount provided in Attachment "A". No interest shall accrue for late payments. Each invoice shall show a brief summary of the work performed hereunderperformed, and the total of the invoice amount as well as running total balance. CITY agrees to pay to CONSULTANT for satisfactory completion of all services included in Exhibit “A”. In consideration of the services provided by CONSULTANT as included in Exhibit “A”, CITY shall pay this Contract a total fee to the Contractor in the sum not to exceed Eighty Thousand and No/100 SIXTY-FOUR THOUSAND ONE HUNDRED AND SIXTY-SIX Dollars ($80,00064,166.00). An hourly rate The cost estimate for accomplishing the specified Scope of $300 per hour Services is established for any litigation except that the first four hours of litigation consultation included in Attachment "A" and billing shall be included without cost according to the CITYschedule in Attachment "A". CONSULTANT shall invoice CITY on a monthly basis for work completed within each month. Invoices shall show the progress of assigned projects, the percentage of completion on each work element or task, and the number of hours expended This amount will not change during the monthterm of the Contract. If In the cases where additional services, trips or expenses tasks are requested, CONSULTANT CONSULT ANT will not provide such additional services initiate work until authorized by CITY in writing to proceed. If CONSULTANT receives commission (including Tier II commissions) from one or more insurance companies and/or intermediaries for the placement of insurance policies for the coverages described in Attachment “A” (a “Commission”), the Fee will be reduced by the amount of such Commission. Final adjustments to the Fee amount will be made by CONSULTANT after the determination and receipt by CONSULTANT of all Commissions, net of any adjustments pursuant to any audit, endorsement, accounting reconciliation or other applicable business process. The scope Scope of services Services shall be strictly limited. The CITY shall not be required to pay any amount in excess of the original amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of or additional amounts. Within thirty (30) days of receipt of each such invoice, If at any time it becomes evident that the cost estimates provided to CITY shall make payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall will not be deemed a waiver of any subsequent default. If sufficient to complete the authorized work, CONSULTANT will immediately notify CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the nature of the dispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiouslysaid fact.

COMPENSATION TO CONSULTANT. For The Consultant's compensation for the Consulting Services performed under this Agreement shall be the fees and compensation described on Exhibit B. All direct expenses related to the Consulting Services being performed incurred by Consultant and the broker relations consultant described in consideration Section 10 in performing the Consulting Services hereunder shall be reimbursed by the Company, including, but not limited to, telephone and other communications expenses incurred by Consultant or the broker relations consultant, photocopying, printing and postage; and for travel, lodging and entertainment. Consultant agrees to obtain prior approval from the Company for any single expense in excess of $1,000 which is not itemized on the two-year reimbursable expense budget set forth on Exhibit C. In addition, Consultant agrees to obtain prior approval, at least in concept, for any single expense or activity in excess of $1,000 regardless of whether such expense is itemized on the two-year reimbursable expense budget set forth on Exhibit C. Company and Consultant agree that all the services of the work performed hereunderbroker relations consultant, CITY agrees and cash monthly consulting fees and reimbursed expenses as budgeted on Exhibit C will not exceed 15% of the Company's net proceeds from the Series A and Series B financings described or contemplated on Exhibit A, and other financings that may be contemplated and mutually agreed upon, plus the net proceeds to pay to CONSULTANT for satisfactory completion the Company from the exercise of all services included in Exhibit “A”any warrants. In consideration the event this Agreement is extended for an additional year by the Consultant under Section 2, it is agreed that the Exhibit C budget shall serve as the reimbursable expense budget for the third year, subject to the 15% limitation described in this Section 5. For the purposes of this calculation expenditures and proceeds are agreed to be cumulative for the term of the services provided by CONSULTANT as included in Exhibit “A”, CITY contract. The Company shall pay a fee separately the costs and expenses it incurs in connection with the financing activities described on Exhibit A, including the Company's legal fees and independent due diligence reports or evaluations. The Company shall pay consulting fees to the Contractor in the sum not to exceed Eighty Thousand and No/100 Dollars ($80,000). An hourly rate of $300 per hour is established for any litigation except that the first four hours of litigation consultation shall be included without cost to the CITY. CONSULTANT shall invoice CITY Consultant on a monthly basis for work completed within basis, in advance, by the first day of each month. Invoices shall show , with the progress first monthly fee of assigned projects, the percentage $12,500 due on signing of completion on each work element or task, and the number of hours expended during the month. If additional services, trips or expenses are requested, CONSULTANT will not provide such additional services until authorized by CITY in writing to proceedthis Agreement. The scope Company shall prepay the last month's consulting fee at the earlier of (1) receipt of proceeds of at least $12,500 from the exercise of Team Warrants (as described in Section (5) of Exhibit B) or (2) upon receipt by the Company of at least $1.0 million in gross proceeds from the exercise of outstanding Warrants or proceeds from the Series A and/or Series B debt financings or, other alternate financings that may be contemplated and mutually agreed upon. Company and Consultant agree that any additional consulting or similar services performed by the Consultant for the Company not contemplated by this Agreement or agreed to by the parties shall be strictly limited. CITY shall not negotiated before performance and any fee or compensation to be required earned by Consultant from the Company or obligation to pay by Company shall be set forth in a writing signed by the obligated party. This includes any amount acquisitions that may result from introduction by Consultant or Consultant's contacts inclusive of and not limited to those defined as Consultant's confidential information in excess of the amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. Within thirty (30) days of receipt of each such invoice, CITY shall make payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default. If CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the nature of the dispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiouslySection 7.

COMPENSATION TO CONSULTANT. For and in consideration of the work performed hereunder, CITY City agrees to pay to CONSULTANT for satisfactory completion of all services included a total fee in Exhibit “A”. In consideration of the services provided by CONSULTANT as included in Exhibit “A”, CITY shall pay a fee to the Contractor in the sum an amount not to exceed Eighty Three Hundred Ninety Thousand and No/100 Dollars ($80,000390,000). An hourly rate of $300 per hour is established for any litigation except that the first four hours of litigation consultation shall be included without cost Payment to the CITYCONSULTANT will be in accordance with Attachment “B”, attached hereto and incorporated herein by reference and made a part hereof as if written word for word. CONSULTANT will bill CITY in accordance with work accomplished for each work element (i.e., Objective); provided however that this Contract shall invoice CITY on a monthly basis for control in the event of any conflict between the language in Attachment "A" and the language in this Contract. In no case will xxxxxxxx exceed the actual amount of work completed within each monthperformed. Invoices shall show the progress of assigned projects, the percentage project and the completion of completion on each work element or task, and the number of hours expended during the monthelement. If additional services, trips or expenses are requested, CONSULTANT will not provide such additional services until authorized by CITY in writing to proceed. The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess of the amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. Within thirty (30) days of receipt of each such invoice, CITY shall make payments in the amount shown by CONSULTANT’s approved statements and other documentation submitted. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONSULTANT is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default. If CITY disputes any invoice CITY shall timely pay the undisputed portion and promptly notify CONSULTANT in writing of the nature of the dispute as to the remainder, and the parties will use their best efforts to resolve the dispute expeditiously.