CAP CONSULTING SERVICES AGREEMENT

CAP CONSULTING SERVICES AGREEMENT This Agreement is made on this day of, by and between the College of American Pathologists, a not-for-profit Illinois corporation with offices at 325 Waukegan Road, Northfield, Illinois 60093 ("CAP") and, an independent consultant with offices at ("Consultant"). Consultant represents that it has expertise providing certain services ("Services") as more fully described in the attached Statement of Work, dated, or Statement(s) of Work attached hereto and signed by both parties. Based on Consultant's expertise and experience, CAP wishes to engage the consulting services of Consultant, and in consideration of the covenants and agreements set forth herein, the parties agree as follows: 1. CONSULTING SERVICES A. Engagement of Consultant The CAP hereby engages Consultant to perform the Services described in the attached Statement of Work (SOW) or Statement(s) of Work (SOW) attached hereto as signed by both parties and Consultant hereby accepts the engagement(s), and agrees to perform the Services upon the terms and conditions set forth herein and the applicable SOW. B. Term The engagement of Consultant hereunder shall commence on (SOW number and date or, if multiple statement(s) of work as stated on the specific Statement of Work attached hereto and signed by both parties and shall continue for a period indicated on the specific Statement of Work ) unless terminated sooner in accordance with the provisions of this Agreement. C. Delivery and Completion Schedule Consultant agrees to perform the Services in the timelines set forth in the specific SOW attached hereto, and as otherwise specified by the CAP. Consultant understands that time is of the essence in performing the Services. D. Fiduciary Standards and Conflict of Interest In the performance of Consultant's duties under this Agreement, Consultant shall adhere to the highest fiduciary standards, ethical practices and standards of care and competence. Consultant affirms that to the best of its knowledge there exists no actual or potential conflict between Consultant's family, business or financial interest or its Services under this Agreement. - 1 -

E. Staffing and Reporting i. All personnel assigned by Consultant to perform the Services shall be fully qualified to perform the tasks assigned to them, and shall perform the Services in a competent and professional manner. At a minimum, Consultant agrees that the project team personnel listed in the specific SOW, shall be the key personnel performing the Services on behalf of Consultant. Consultant agrees not to remove any such personnel from performance of the Services without CAP'S prior written approval, unless an individual leaves the employ of Consultant or becomes ill. CAP shall have the right to approve any replacements for such individual. ii. In the performance of Consultant s duties under this Agreement, Consultant shall report to CAP S Project Director, as indicated on the specific SOW. iii. During the term of this Agreement, Consultant agrees to observe all CAP rules while working at CAP S premises. F. Independent Consultant i. The relationship of the Consultant to the CAP is that of an independent contractor and nothing herein shall be construed as creating an employment, agency or representative relationship. The Consultant may adopt such arrangements as he/she may desire with regard to the details of the Services performed hereunder, the hours during which the Services are to be provided, and the place or places where the Services are to be furnished, provided that the services shall be performed in a manner calculated to attain the most satisfactory results for the CAP. The Consultant shall be obligated to pay any and all applicable local, state and federal taxes. ii. Consultant shall not be considered an agent of the CAP for any purpose whatsoever, nor shall Consultant have the right to, and shall not, commit the CAP to any agreement, contract or undertaking. Consultant shall not use the CAP'S name on its business cards nor in its promotional material. iii. Consultant shall not be entitled to any benefits accorded to the CAP'S employees including, without limitation, worker's compensation, disability insurance, vacation or sick pay. Consultant shall be responsible for providing, at its own expense, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services hereunder. Consultant shall be obligated to pay any and all applicable local, state and federal payroll and other taxes incurred as a result of Consultant s fees hereunder. Consultant hereby indemnifies CAP for any claims, losses, costs, fees, liabilities, damages or penalties suffered by the CAP arising out of Consultant's breach of this provision. 2. CONSULTING FEES AND EXPENSES - 2 -

A. Consulting Fees i. CAP shall pay Consultant at the rate of $ per hour, or as indicated on the specific Statement of Work), for up to 40 hours per week. Any hours in excess of 40 hours per week require pre-approval by CAP. ii. The fees set forth herein includes all costs of operation, including benefits attributable to payroll, overhead, wages and salaries of Consultant's employees, if any, and all applicable taxes. iii. Consultant shall submit (weekly, bi-weekly, monthly or upon commencement of services and/or upon completion/acceptance or services) invoices to CAP on the (Friday/Monday) for all Consultants work in the prior (week or month or period), detailing hours and actual work performed. After CAP has approved the invoice, payment will be due within thirty (30) days thereafter. In addition and accompanying each invoice, Consultant agrees to submit weekly time sheets and to itemize the Services rendered by individual, including rate, days, and hours worked. B. Expenses The CAP shall reimburse Consultant for reasonable out pocket expenses required and actually incurred in performing Services, provided Consultant has obtained CAP'S prior written approval and Consultant submits supporting documentation satisfactory to CAP. If Consultant is required to travel, it must first obtain the CAP'S written consent. Time spent in local travel to and from CAP'S offices shall not be considered time worked. C. Audit Rights Consultant agrees that, during the term of this Agreement and for a period of twelve (12) months after its termination, CAP shall have access to and the right to examine any directly pertinent books, documents, and records of Consultant relating to the invoices submitted by Consultant pursuant to this Agreement. 3. INVENTIONS AND PROPRIETARY RIGHTS A. Consultant agrees to promptly disclose to CAP all ideas, inventions, discoveries and improvements (whether patentable or not), that are made, conceived or reduced to practice by Consultant, solely or jointly with others, that are related to the performance of, or arising out of, the Services furnished to CAP under this Agreement. Consultant further agrees to assign to CAP all right, title and interest to all such ideas, inventions, discoveries and improvements and other works which are created, compiled or collected for CAP in connection with this Agreement. Consultant understands and agrees that all new developments, Services and deliverables which are subject to copyright protection under the United States Copyright Act of 1976, as amended, shall be considered "works made for hire" within the meaning of Section 101 of the Copyright Act and that such - 3 -

works constitute and contain valuable proprietary assets and trade secrets of CAP. In the event that, notwithstanding the foregoing, title to and ownership of the work initially vests in Consultant, Consultant agrees to execute, at CAP'S request, all documents as may be necessary to grant, transfer and assign all such title and ownership to CAP. Consultant agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to the terms hereof. B. Consultant represents and warrants to CAP that none of the Services performed or work developed hereunder will in any way infringe upon the proprietary rights of others. 4. CONFIDENTIALITY AND NONDISCLOSURE A. Consultant acknowledges that in performing the Services hereunder, CAP may have to disclose to Consultant orally and in writing certain confidential information that CAP considers proprietary and has developed at great expense and effort. As used herein, the term "Confidential Information" means any scientific or technical data, marketing, operating, financial, or any other information, design, process, procedure, formula or improvement that is valuable to CAP and not generally known. Consultant further acknowledges that the Services and any deliverables may incorporate Confidential Information. Consultant agrees that all items of Confidential Information are proprietary to the CAP and shall remain the sole property of the CAP. B. Consultant agrees as follows: i. To use the Confidential Information only for the purposes described herein; to not reproduce the Confidential Information; to hold in confidence and protect the Confidential Information from dissemination to and use by anyone not a party to this Agreement; and to not use the Confidential Information to benefit itself or others. ii. To restrict access to the Confidential Information to personnel of Consultant who (a) have a need to have such access and (b) have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement. iii. To return all Confidential Information in Consultant's possession upon termination of this Agreement or upon CAP'S request, whichever occurs first. iv. To hold in confidence information and materials, if any, developed pursuant to the consulting Services hereunder. C. Consultant agrees to insure that any Consultant employee, agent or subcontractor permitted access to any portion of the Confidential Information in the course of his or her employment is advised of the proprietary nature of the Confidential Information; and that any such person shall be required to sign a Non Disclosure Agreement. - 4 -

D. The provisions of this Paragraph shall survive termination or expiration of this Agreement. 5. INSURANCE It is understood and agreed that CAP shall have no responsibility to Consultant and shall make no deductions from fees paid to Consultant for any federal or state taxes, FICA, or worker s compensation. Consultant shall not be entitled to any benefits from CAP, including but not limited to group insurance, liability insurance, disability insurance, vacation, leave, retirement plans, health plans or premium overtime pay and the like. 6. WARRANTIES Consultant warrants that: i. it has the authority and right to enter into this Agreement and to perform Services and provide information and deliverables hereunder and that its obligations hereunder are not in conflict with any other Consultant obligations; ii. all Services will be performed in a competent and professional manner; iii. neither any information or deliverables, nor the performance of any Services by Consultant infringe upon the rights of any third party and CAP shall receive free and clear title to all works, information and deliverables prepared and/or developed under this Agreement; and iv. at the time of acceptance, each deliverable will conform to its specifications and CAP'S requirements and that for a period of thirty (30) days following CAP's acceptance, Consultant shall correct and repair, at no cost to CAP, any defect, malfunction or nonconformity that prevents such deliverable from conforming and performing as warranted. 7. NO SOLICITATION OF CUSTOMERS/ NONCOMPETITION A. Consultant shall not, during the term of this Agreement and for a period of one (1) year immediately following termination of this Agreement, or any extension hereof call on, solicit, or take away any of CAP'S customers or employees about whom Consultant became aware as a result of Consultant's Services to the CAP. B. During Consultant's engagement by the CAP, Consultant shall not engage in any business activity or provide services to any person or organization which is competitive with the business of the CAP, but Consultant shall not otherwise be prohibited from providing consulting services to other persons and organizations. 8. INTELLECTUAL PROPERTY INDEMNIFICATION - 5 -

Consultant shall defend, indemnify and hold CAP harmless from and against any claim or action which alleges that any materials, information and/or services furnished hereunder by Consultant infringe any patent, copyright, trade secret or other intellectual property right of a third party, and shall pay all costs and damages of CAP (including reasonable attorneys' fees) provided that CAP notifies Consultant promptly of any such claims. 9. TERMINATION A. CAP shall have the right to terminate this Agreement in whole or in part for its convenience at any time during the course of performance by written notice. Upon receipt of any termination notice, Consultant shall immediately discontinue services on the date and to the extent specified in the notice. Consultant shall be paid the actual costs incurred during the performance hereunder to the time specified in said notice, not previously reimbursed by CAP to the extent such costs are actual, necessary, reasonable and verifiable costs and have been incurred by Consultant prior to and in connection with discontinuing the work hereunder. In no event shall such costs include unabsorbed overhead or anticipatory profit. B. CAP may also immediately cancel for default this Agreement in whole or in part by written notice to Consultant: If Consultant becomes insolvent or makes a general assignment for the benefit of creditors; or ii. iii. iv. if a petition under the Bankruptcy Act is filed; or if Consultant is convicted of any felony or misdemeanor involving moral turpitude;or if Consultant breaches any of the terms of this Agreement. C. All CAP property in the possession or control of Consultant shall be returned by Consultant to CAP on demand, or at the termination of this Agreement, whichever occurs first. 10. GOVERNING LAW This Agreement shall be governed by and interpreted under the laws of the State of Illinois and the parties submit to jurisdiction in Cook County, in the event any action is brought in connection with this Agreement or the performance thereof. 11. GENERAL PROVISIONS A. Entire Agreement - 6 -

This Agreement constitutes the entire agreement of the parties and supersedes all prior written or oral and all contemporaneous oral agreements, understandings, and negotiations between the parties with respect to the subject matter hereof. This Agreement is intended by the parties as the final expression of their agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. B. Modifications This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by both parties. C. Assignment This Agreement and the rights, duties, and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the CAP. D. Partial Invalidity Any provision of this Agreement which is found to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions hereof. E. Notices Any notice required hereunder shall be deemed to have been given either when served personally, by facsimile, or when sent by first class mail addressed to the parties at the addresses set forth in this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above. College of American Pathologists ( CAP ) By: Printed Name Date: ( Consultant ) By: Printed Name Date: Federal Tax Identification Number (W9) - 7 -

Statement of Work Statement of Work Number Date This Statement of Work (SOW) between the College of American Pathologists ( CAP ) and ( Consultant ) shall be governed by the Consulting Services Agreement (the Agreement ) entered into by the CAP and Consultant on, a copy of which is attached hereto and incorporated herein. 1. Services: Consultant shall provide to the CAP services as set forth below: General Foundation of Services to be provided 2. Project Scope: The Services shall consist of the following modules: Define Scope 3. Project Changes: Change requests shall be in writing and signed by CAP prior to implementation. Project changes shall be in detail and describe required adjustments to Services, Deliverables, Timelines and Project Fees. Define Project Change Process 4. Project Objectives: The Services are intended to achieve the following objective: Define what is to be accomplished 5. Deliverables: Consultant shall provide to CAP the following Deliverables: Define 6. Timelines: - 8 -

The Services and Deliverables are intended to be provided according to the following timelines: Define 7. Project Schedule and Term: Anticipated start date and planned completion date for this SOW 8. Project Team: Consultant shall provide as the Project Team the following individuals to perform the following service: Define by Name, Title, Duty, and Billing Rate (if applicable) 9. CAP Responsibilities: CAP shall provide the following: Define work area, database access, etc. and name CAP Project Manager 10. Project Fees: Define Fees and Payment Terms 11. Review and acceptance of Deliverables: All deliverables described herein shall be subject to review and approval by the CAP. Such review and approval shall be for the purpose of determining compliance with the requirements of this SOW. The CAP may suspend payment for services which in its reasonable judgment, do not conform to the Agreement or the SOW until such time as, in its reasonable judgment, are conforming. In the event the CAP suspends payment on nonconforming Services from Consultant, Consultant shall proceed promptly with correction thereof. Services shall be deemed accepted if Consultant has not received notice of nonconformance from the CAP within a reasonable time after delivery of Services or Deliverables to the CAP. Payment shall not constitute an acceptance of deliverable nor shall payment impair the CAP S rights to inspect nonconforming Deliverables or impair any of the CAP S other remedies. If CAP is dissatisfied with the quality or timeliness of the services performed by Consultant under this SOW then CAP may terminate this SOWat any time without liability beyond amounts due for work already performed and expenses already reasonably incurred. - 9 -

Signed by the parties on the dates indicated below. College of American Pathologists ( CAP ) ( Consultant ) By: By: Printed Name Printed Name Date: Date: Federal Tax Identification Number (W9) - 10 -