South Dakota Sample Corporate Consulting Agreement between David C. Weevil and Unilab Corporation This Corporate Consulting Agreement (hereinafter referred to as the "Agreement") is entered into as of [date], by and between David C. Weevil (hereinafter referred to as the "Consultant") and Unilab Corporation, a corporation organized and existing under the laws of the State of South Dakota, with its principal place of business located at [address] (hereinafter referred to as the "Company"). 1. Scope of Services: The Consultant shall provide expert corporate consulting services to the Company, including but not limited to strategic planning, market analysis, financial forecasting, and business development. The specific services to be rendered shall be outlined in the attached Exhibit A. 2. Term and Termination: This Agreement shall be effective as of [effective date] and shall remain in full force and effect for a period of [duration]. Either party may terminate this Agreement upon written notice to the other party, in case of material breach or if the services become unnecessary for the Company. 3. Compensation: The Consultant shall be compensated for their services, as detailed in Exhibit B. The payment terms, method, and frequency shall be as mutually agreed upon by the Consultant and the Company. 4. Confidentiality: The Consultant agrees to maintain the confidentiality of any proprietary or sensitive information obtained during the course of consulting services. This includes, but is not limited to, trade secrets, financial data, client lists, and any other information deemed confidential by the Company. This obligation shall survive the termination of this Agreement. 5. Intellectual Property: Any work product, inventions, or intellectual property created or developed by the Consultant during the engagement with the Company shall be the exclusive property of the Company. The Consultant hereby assigns all rights, title, and interest in and to any such work product to the Company. 6. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. Any dispute arising out of or relating to this Agreement shall be settled through mediation or, if necessary, through binding arbitration in the State of South Dakota. 7. Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject herein and supersedes all prior agreements, understandings, or representations. Any modifications to this Agreement shall be in writing and signed by both parties. IN WITNESS WHEREOF, the parties have executed this Corporate Consulting Agreement as of the effective date first written above. ----------------------------------------- David C. Weevil (Consultant) ----------------------------------------- Unilab Corporation (Company) Exhibit A: Scope of Consulting Services Exhibit B: Compensation Terms