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CONSULTING AGREEMENT

BETWEEN

THE RECTOR AND VISITORS OF THE

UNIVERSITY OF VIRGINIA

THIS Agreement is entered into by and between The Rector and Visitors of the University of Virginia (the"University"), a not for-profit educational institution of the Commonwealth of Virginia located at 1001 NorthEmmet Street, Charlottesville, Virginia 22903, and _____________ (the "Company"), a for-profit [state]corporation with its principal place of business at ________________.

WHEREAS University has agreed to perform the consulting services described herein;

THEREFORE, the parties mutually agree as follows:

1. SERVICES: University agrees to use reasonable efforts to accomplish the services in ATTACHMENT A

(“Services”). Any changes to the Services must be made by mutual agreement in writing. University’sPrincipal Contact for the Services will be [insert name of consultant].

2. COMPENSATION: In full and complete compensation for all services provided by University under thisAgreement, Company shall pay to the University of Virginia the amount of $____ [per hour or lump sum],[not to exceed $ [total authorized amount] in total]. Invoices shall be prepared monthly and mailed to:[Name and address of Company contact]. Company shall pay University within thirty (30) days of receiptof University’s invoice. Checks shall be made payable to the University of Virginia and mailed to: Officeof Sponsored Programs, P.O. Box 400195, Charlottesville, Virginia 22904-4195. The payment mustreference the University Principal Contact for purposes of identification.

3. TERM: This Agreement shall be for a term of [ ___________________] commencing on [ date ] andterminating [ date ] unless the period is further extended under terms as may be mutually agreed upon inwriting.

4. CONFLICT OF INTEREST: As of the date of this Agreement, University represents that it is not a partyto any oral or written contract or understanding or legal or regulatory obligation that will in any way limitor conflict with its ability to fulfill the terms of the Agreement.

5. TERMINATION: This Agreement may be terminated by either party upon not less than sixty (60) dayswritten notice to the other party. Upon termination, Company shall be responsible for payment of all costsincurred by University in the performance of the Agreement prior to termination.

6. NOTICES: Any notice required to be given under this Agreement, and any invoice, payment, or communication associated with the performance of this Agreement shall be deemed made, if deliveredeither to the address given below or to such other address as may hereafter be specified in writing by the

Parties:

If to Company: If to University:

____________________ Michael G. Glasgow, Jr. ____________________ Office of Sponsored Programs ____________________ University of Virginia ____________________ Charlottesville, VA 22904-4195

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Notice shall be deemed to have been made, if by hand upon the date so delivered; if by registered or certified mail, postage prepaid and return receipt requested, upon third day after deposit in the UnitedStates mail; if by express currier service on the date actually delivered; and if by facsimile upon receipt.

7. MODIFICATIONS AND NEGOTIATIONS: No waiver, alteration or modification of the provisions inthis Agreement shall be binding unless in writing and mutually agreed upon. Any modifications or additions to this Agreement must be negotiated and approved through the Office of Sponsored Programs,

P.O. Box 400195, Charlottesville, Va. 22904-4195 (phone: 434-924-4270; fax: 434-982-3096). ThisAgreement may be executed in one or more counterparts, each of which shall be deemed an original but allof which together shall constitute one and the same document. This Agreement may be executed byFacsimile. The parties agree that Facsimile copies of signatures have the same effect as original signatures.

8. APPLICABLE LAWS: This Agreement shall be governed in all respects by the laws of the Commonwealthof Virginia and applicable Federal laws, rules and regulations. Any legal action involving this Agreementwill be adjudicated in the Commonwealth of Virginia.

9. SEVERABILITY: Each paragraph and provision of this Agreement is severable from the entireAgreement; and if any provision is declared invalid, the remaining provisions shall nevertheless remain ineffect.

THE RECTOR AND VISITORS OF

THE UNIVERSITY OF VIRGINIA _____________________________

By:__________________________ By:__________________________ Gerald J. Kane Administrative Official Authorized toDirector of Grants and Contracts Bind CompanyOffice of Sponsored Programs

Date:__________________________ Date: __________________________

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