AGENCY AGREEMENT

This AGENCY AGREEMENT (“Agreement”) is hereby made and entered into, as of this

______Day of ______, 2010 (the Effective Date), by and between Telechoice Consulting, Inc. (“Company”) a Corporation organized and existing under the laws and the State of New York with it’s principal offices located at 260 Hawkins Avenue, Ronkonkama, NY 11779 and ______(“Agent”) a Corporation organized and existing under the laws of ______with it’s principal offices located at ______. Company and Agent are also referred to herein each as a “Party” and collectively as the “Parties”.

  1. Appointment. Subject to the terms and conditions to this Agreement, Telechoice Consulting authorizes Agent to serve as a non-exclusive independent contractor to procure customers for Telechoice Consultings various telecommunications carriers and provided represented. Agent agrees to use its best efforts to solicit and procure orders of “End-Users” on behalf of Telechoice Consulting.
  1. Term.

(a)This agreement shall commence on the date set forth at the beginning and shall continue in full force and effect until terminated (i) by either party on thirty (30) days prior written notice to the other or (ii) as provided below.

(b)If either party breaches any provision of this agreement, the other party may give written notice of such breach. If the breach is not cured within ten (10) days of receipt of this notice, the non-breaching party may immediately terminate this agreement without liability for such termination.

(c)Telechoice Consulting shall have the right to terminate immediately upon written notice to Agent in the event of (i) any misrepresentation made by Agent to any Customer or prospective customer elating to Telechoice Consulting products or services; (ii) any fraudulent activity on the part of Agent; or (iii) any violation of section 5 of this Agreement by Agent.

  1. Acceptance of Orders. All orders procured by Agent for Telechoice Consulting products and services shall be subject to written acceptance of Telechoice Consulting before such orders shall become final and binding. Agent shall have no signatory authority to bind Telechoice Consulting to any agreement, and Telechoice Consulting reserves the right to reject any order submitted by Agent.
  1. Pricing/Terms of Service. The prices and terms and conditions of sale of Telechoice Consulting and all its affiliates products and services shall be set by Telechoice Consulting and all its affiliates. Agent agrees and recognizes the pricing, terms, and conditions of the sale vary from each provider Telechoice Consulting represents, and can be changed or modified at any time without prior written notice to Agent.
  1. Customers.All customers accepted by Telechoice Consulting under this Agreement shall remain customers of Telechoice Consulting with respect to Telechoice Consulting services. Agent shall not terminate, attempt to terminate, or otherwise interfere in any way with Telechoice Consulting relationship with any such customer without prior written consent of Telechoice Consulting. If Agent violates this prohibition during the term of this Agreement, Telechoice Consulting may terminate this Agreement pursuant to section 2(c) above. If Agent violates this prohibition after this Agreement has been terminated, any obligation of Telechoice Consulting to pay residual commissions to Agent shall immediately and irrevocably terminate.
  1. Commissions. Agent shall be compensated as per Options A or B below, of all up-front and residual commissions paid to Telechoice Consulting by the various carriers and providers in which Telechoice Consulting represents. Agent agrees and acknowledges commissions vary contingent upon the carriers and provider Telechoice Consulting represents. Agent shall not receive commissions on unpaid invoices from some providers and carriers of Telechoice Consulting, and/or can be charged back for commissions received if any customer is greater than ninety (90) days in arrears for unpaid invoices. Except in cases where this Agreement is terminated by Telechoice Consulting in accordance with section 2(b) or 2(c), Agent shall be entitled to receive commission for products and services provided by Telechoice Consulting to customers procured hereunder for as long as such customers remain customers of Telechoice Consulting and its carriers and providers remain contracted with Telechoice Consulting.
  1. Independent Contractors. The relationship of this Agreement shall be that of independent contractor and not of employer and employee or partners. As independent contractors, the parties shall not have, or hold themselves out as having, the power of authority to bind or create liability for the other by their intentional or negligent acts. Agent shall be solely responsible for the payment of all taxes payable with respect to commissions earned by it pursuant to this Agreement.
  1. Non-Solicitation. With respect to the products and services marketed by Agent through Telechoice Consulting and all its affiliates, Agent agrees that, for as long as Agent s entitled to receive commissions pursuant to this Agreement, Agent shall not solicit in competition with Telechoice Consulting and its affiliate partners and providers, or solicit any Telechoice Consulting customer directly or indirectly. Agent shall not, during the term of this Agreement, or at any time following the termination of this Agreement, make use of any list of Telechoice Consulting and all its affiliate partners and providers or otherwise divulge any trade secrets or other confidential information of Telechoice Consulting and all its affiliate partners and providers. In the event of a violation by Agent of any of the prohibitions set forth in this Agreement, Telechoice Consulting may immediately and irrevocable terminate the payment of any and all commissions that may be payable to Agent.

Option A: Procurement of Sales and Orders by Agent: 80% of MRC Up-Front and 10% MRC Residual Commissions. Agent Initials ______

Option B: Procurement of Sales and Orders, Including Post Install Support by Telechoice: 30% of TOTAL Up-Front and Residual Commissions. Agent Initials ______

The assent of the parties to this Agreement as of the date set forth at the beginning is established by the following signatures of their duly authorized representatives.

Agent Telechoice Consulting, Inc

By:______By:______

Print Name:______Print Name:______

Title:______Title:______

Tax ID/SS#:______