CONSULTANT SERVICE, CONFIDENTIALITY, AND

NON-COMPETE AGREEMENT

Effective Date:

This Consultant Service, Confidentiality, and Non-Compete Agreement (“Agreement”) is entered into
by and between the following Parties:

“Company” , a [state] corporation (including subsidiaries and affiliates)

Principle Business Address:

“Consultant:” (including subsidiaries and affiliates)

Principle Business/Residential Address:

which Parties agree to the following as of the Effective Date.

1. Consulting Relationship. During the term of this Agreement, Consultant will provide services to the
Company as requested by the Company from time to time as set forth on Exhibit A (the “Services”). Consultant
represents that Consultant has the qualifications, the requisite experience and the ability to properly perform the
Services. Consultant shall perform the Services in a professional manner reasonably satisfactory to the Company.

2. Fees. As consideration for the Services to be provided by Consultant and other obligations, the Company
shall pay to Consultant as set forth on Exhibit A which shall be due and payable twice per month.

3. Expenses. Consultant shall not be authorized to incur on behalf of the Company any expenses without the
prior written consent of supervisor designated in Exhibit A as Consultant’s supervisor (the “Supervisor”). As a
condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable evidence
that the amount involved was expended and related to services provided under this Agreement. Expenses must be
submitted within 30 days of the end of the calendar month in which they were incurred to be subject to
reimbursement.

4. Term. This Agreement will remain in effect from the first date indicated for so long as Consultant shall
serve as a consultant to the Company. The Company reserves the right to terminate the Agreement at any time upon
10 days’ prior written notice to Consultant.

5. Independent Contractor. Consultant’s relationship with the Company will be that of an independent
contractor and not that of an employee and the Company shall have the right to request information from Consultant
to verify independent contractor status as set forth on Exhibit A.

a. Method of Provision of Services. All Services shall be performed by the Consultant personally
and no part of Consultant’s Services will infringe upon any patents, copyrights or any other rights of third parties.

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 b. No Authority to Bind the Company. Consultant has no authority to enter into any material
contracts that bind the Company or create material obligations on the part of the Company without the prior written
consent of the Company.

c. No Benefits. Consultant acknowledges and agrees that the Consultant will not be eligible for any
of the Company employee benefits as a result of or in connection with the performance of the Services or the
execution and performance of the Agreement and, to the extent consultant otherwise would be eligible for any of the
Company employee benefits but for the express terms of the Agreement, Consultant hereby expressly declines to
participate in such Company employee benefits.

d. Withholding; Indemnification. Consultant shall have full responsibility for applicable

withholding taxes for all compensation paid to Consultant, its partners, agents or its employees and consultants
under this Agreement, and for compliance with all applicable labor and employment requirements with respect to
Consultant’s self-employment, sole proprietorship or other form of business organization, and Consultant’s partners,
agents and employees, including state worker’s compensation insurance coverage requirements and any US
immigration visa requirements. Consultant agrees to indemnify, defend and hold the Company harmless from any
liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment
requirements, including any liability for, or assessment f, withholding taxes imposed on the Company by the
relevant taxing authorities with respect to any compensation paid to Consultant or Consultant’s partners, agents or its
employees.

e. Policies and Procedures. Consultant agrees to abide by the Company’s policies and procedures
regarding security of the Company’s facilities, computing resources and as necessary, customers of the Company.
Consultant further agrees to submit to background verification and drug and alcohol testing, as may be requested or
conducted pursuant to Company policy.

6. Supervision of Consultant’s Services. All of the services to be performed by Consultant, including but not
limited to the Services, will be as agreed between Consultant and the Company. Consultant will be required to
report to the Supervisor concerning the Services performed under this Agreement. The nature and frequency of
these reports will be left to the discretion of the Supervisor. The Company has the right to inspect work at anytime,
stop work require changes to the work, and request modifications to the Services.

7. Confidentiality.

a. Confidential Information. For the purposes of this Agreement, “Confidential Information”

means all trade secrets and confidential and proprietary information relating to the Company, including, without
limitation: (a) supplier and customer lists, supplier and customer-specific information, user lists, vendor lists and
content provider lists; (b) planning data and selling and marketing strategies; (c) product and process designs,
formulas, processes, plans, drawings, concepts, techniques, systems, strategies, software programs and works of
authorship; (d) manufacturing and operating methods; (e) research and products, materials or manufacturing and
other processes; (f) financial and accounting and forecasts; (g) all industrial and intellectual property rights,
including, without limitation, patents, patent applications, patent rights, trademarks, trademark applications, trade
names, service marks, service mark applications, copyrights, copyright applications, databases, algorithms,
computer programs and other software, know-how, trade secrets, proprietary processes and formulae, inventions,
trade dress, logos, design and all documentation and media constituting, describing or relating to the above; and (h)
other information with respect to the Company, which is or should reasonably by understood to be confidential or
proprietary and which, if divulged to the Company’s competitors, would impair the Company’s ability to compete in
the marketplace.

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 b. Protecting Confidential Information and Non-Competition. Consultant agrees at all times on
and after the date hereof to preserve and protect the confidentiality of the Confidential Information and all its
physical forms, whether disclosed to it before or after this Agreement is signed. In addition, Consultant agrees not
to (a) disclose or disseminate Confidential Information to anyone, including employees, consultants or other
affiliates who lack a need to know, or (b) use Confidential Information for its or any third party’s benefit.

c. Exclusions. The foregoing obligations will not apply to any information that Consultant can
establish to have (a) become known to Consultant from a source other than the Company, (b) been given to
Consultant by a third party who is not obligated to maintain confidentiality, (c) been developed by Consultant prior
to signing this Agreement, as established by documentary evidence, or (d) been disclosed under operation of law,
except that Consultant will notify the Company prior to such disclosure, disclose only such information as is legally
required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so
disclosed.

d. Return of Confidential Information. Consultant shall not take, use or permit to be used any
notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data documentation
or other materials of any nature relating to any matter within the scope of the business of the Company or
concerning any of its dealings or affairs otherwise than for the benefit of the Company. Consultant shall not use or
permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software
programs, data, documentations or other materials, it being agreed that all of the foregoing shall be and remain the
sole and exclusive property of the Company and that immediately upon request by the Company, Consultant shall
deliver all of the foregoing, and all copies thereof, to the Company. In addition, upon request, Consultant shall
execute and deliver a document certifying that all such Confidential Information of the Company has been returned
and all copies of such Confidential Information in Consultant’s possession or control have been destroyed.

e. Consultant Employees. Consultant hereby represents and warrants to the Company that any of
Consultant’s employees, independent contractors or affiliates, if any, having access to Confidential Information is
subject to a confidentiality agreement that is no less protective of the confidentiality of the Confidential Information
than as provided herein.

8. Assignment of Compilation. If at any time or times Consultant shall (either alone or with others) make,
conceive, discover or reduce to practice any invention, modification, discovery, design, development, improvement,
process, software programs, work-of-authorship, documentation, formula, data, technique, know-how, secret or
intellectual property right whatsoever or any interest therein (whether or not patentable or subject to registration
under copyright or similar statues or subject to analogous protection) (herein called “Compilation”) that (a) relates to
the business of the Company or any customer of or supplier to the Company or any of the products or services being
developed, manufactured, sold or provided by the Company or which may be used in relation therewith and (b)
results from tasks assigned to Consultant by the intangible or (c) results from the use of premises or personal
property (whether tangible or intangible) owned, leased or contracted for by the Company, such Compilation and the
benefits thereof shall immediately become the sole and absolute property of the Company and its assigns, and
Consultant Shall promptly disclose to the Company (or any persons designated by it) each such Compilation and
hereby assigns any rights Consultant may have or acquire in the Compilation and benefits and/or rights resulting
therefrom to the Company and its assigns without further compensation and shall communicate, without cost or
delay, and without publishing the same, all available information relating thereto (with all necessary plans and
models) to the Company.

Upon disclosure of each Compilation to the Company, Consultant will at the request and cost of the Company, sign,
execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may
reasonably require: (i) to apply for, obtain and vest in the name of the Company alone (unless the Company

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otherwise directs) letters patent, copyrights, trademarks, service marks or other analogous protection in any country
throughout the world and when so obtained or vested to renew and restore the same; and (ii) to defend any
opposition proceedings in respect of such applications and any opposition proceedings or petitions or applications
for revocation of such letters patent, copyrights, trademarks, service marks, or other analogous protection.

In the event the Company is unable, after reasonable effort, to secure Consultant’s signature on any letters patent,
copyrights, trademarks, service marks or other analogous protection relating to a Compilation, for any other reason
whatsoever, Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers
and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant’s behalf and stead to execute and
file any such application or applications and to do all other lawfully permitted acts to further the prosecution and
issuance of any such letters patent, copyrights, trademarks, service marks, and other analogous protection thereon
with the same legal force and effect as if executed by Consultant.

9. Conflicts with this Agreement. Consultant represents and warrants that neither Consultant nor any of
Consultant’s partners, employees or agents, if any, is under any pre-existing obligation in conflict or in any way
inconsistent with the provisions of this Agreement. Consultant represents and warrants that Consultant’s
performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary
information acquired by Consultant in confidence or in trust prior to commencement of this Agreement. Consultant
warrants that Consultant has the right to disclose and/or use all ideas, processes, techniques and other information, if
any, which Consultant has gained from third parties, and which Consultant discloses to the Company or uses in the
course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing,
Consultant agrees that Consultant shall not bundle with or incorporate into any deliveries provided to the Company
herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval
of the Company. Consultant represents and warrants that Consultant has not granted and will not grant any rights or
licenses to any intellectual property right of any former client, employer or third party in the performance of the
Services required by this Agreement.

10. Miscellaneous.

a. Amendments and Waivers. Any term of this Agreement may be amended or waived only with
the written consent of the parties.

b. Sole Agreement. This Agreement, the Agreements referenced herein and the Exhibit hereto,
constitute the sole agreement of the parties and supersedes all oral negotiations prior writings with respect to the
subject matter hereof.

c. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed
facsimile, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or
facsimile number as set forth below, or as subsequently modified by written notice.

d. Choice of Law. The validity, interpretation, construction and performance of the Agreement shall
be governed by the laws of the State of Utah, without giving effect to the principles of conflict of laws. The parties
hereto consent to the exclusive personal jurisdiction of the state and federal courts located in Utah for any litigation
arising under this Agreement shall be entitled to recover his or its attorneys’ fees and expenses in addition to all
other available remedies.

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 e. Severability. If one or more provisions of this Agreement are held to be unenforceable under
applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach
a mutually agreeable an d enforceable replacement for such provision, then (i) such provision shall be excluded from
this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

f. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together will constitute one and the same instrument.

g. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS

AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL FO THE TERMS AND PROVISIONS OF
THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY
REASON OF THE DRAFTING OR PREPARATION HEREOF.

h. Injunctive Relief. Consultant agrees that any breach of this Agreement by it will cause irreparable
damage to the Company and that in the event of such breach the Company shall have, in addition to any and all
remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of
his, her or its obligations hereunder without the necessity of posting bond. Nothing herein contained shall be
construed as hereunder without the necessity of posting bond. Nothing herein contained shall be construed as
prohibiting the Company from pursuing any other remedy available for such breach or threatened breach.

i. Relationship of the Parties. Nothing contained herein shall be construed as to create an

exclusive relationship between the Company and Consultant for the provision of any of the services contemplated
herein, including without limitation the Services. The Company shall be free at any time, to retain the services of
other persons and entities engaged in the provision of services similar to those provided by Consultant.

The parties hereto have caused this Agreement to be duly executed as of the date indicated to be deemed effective as
of the Effective Date.

Dated: Dated:

“Company” “Consultant”

Signature Signature

Printed Name, Title Printed Name, Title

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EXHIBIT A
Professional Services

Statement of Work
A mutually agreed upon Statement of Work (SOW) will be provided for each “Consulting” project or
on going Service to be provided by Consultant. Consultant will complete the following for an on
behalf of the Company:

Consideration
Consultant will be entitled to receive the following consideration for Services performed for the sole
benefit of the Company under this Agreement:

Consultant will be paid at an hourly rate of $ per hour.

Supervisor

Consultant Supervisor will be

Independent Contractor
There are some key factors to keep in mind as we initiate a consulting relationship. In an effort to be
entirely clear about expectations, roles, etc., we always share these assumptions with contractors.
This, in turn, facilitates the consulting process and decreases the number of “surprises” that arise in
the relationship.

 Consultant will provide one or more of the following upon request:

 Business type (i.e., LLC, partnership, etc.)

 Business License Number:

 City: State:

 Proof of contract work with other entities (i.e., references who may be contacted)

Company Name Contact Name Phone Number