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(b) Termination. This Agreement may be terminated by the Company, without cause and
without liability, by giving [insert number in words] ([insert number]) calendar days written
notice of such termination to the Consultant. This Agreement may be terminated by either Party
by giving [insert number in words]([insert number]) calendar days written notice of such
termination to the other Party in the event of a material breach by the other Party. “Material
breach” shall include:(i) any violation of the terms of Articles 1 (d), 3, 4, 5, 6, 8, 10and 11,
(ii) any other breach that a Party has failed to cure within [insert number in words]([insert
number]) calendar days after receipt of written notice by theother Party, (iii) the death or
physical or mental incapacity of Consultant or any key person performing the Services on its
behalf as a result of which the Consultant or such key person becomes unable to continue the
proper performance of the Services, (iv) an actof gross negligence or wilful misconduct of a
Party, and (v) the insolvency, liquidation or bankruptcy of a Party.
(c)Effect of Termination. Upon the effective date of termination of this Agreement, all legal
obligations, rights and duties arising out of this Agreement shall terminateexcept for such legal
obligations, rights and duties as shall have accrued prior tothe effective date of terminationand
except as otherwise expressly provided in this Agreement.
3. ConsultancyFee and Expenses
(a) ConsultancyFee. In consideration of the Services to be rendered hereunder, the Company
shall pay Consultant a Consultancyfee [alternative 1: of [insert number in words] ([insert
number]) [insert currency] for each hour of Services provided to the Company]
[alternative 2: at the rates and payable at the time and pursuant to the procedures set forth in
Exhibit A] (the “ConsultancyFee").
(b) Expenses. Consultant shall be entitled to reimbursement for all pre-approved expenses
reasonably incurred in the performance of the Services, upon submission and approval of written
statements and receipts in accordance with the then regular procedures of the Company.
(c) Payment. The Consultant shall submit to the Company a monthly invoice detailing the
Services performed during the preceding month and the amount due. All such invoices shall be
due and payable within [insert number in words]([insert number]) calendar days after receipt
thereof by the Company.
4. Work Product and License
(a)Defined. In this Agreement the term "Work Product" shall mean all work product
generated by Consultant solely or jointly with others in the performance of the Services,
including, but not limited to, any and all information, notes, material, drawings, records,
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