Common use of Services of Consultant Clause in Contracts

Services of Consultant. Consultant shall provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman of the Scientific Advisory Board. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical and resource requirements, analysis of research and development data, and the management of intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSM. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall shall, in its sole discretion, provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman of the Scientific Advisory BoardAdvisor. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical and resource requirements, analysis of research and development data, and the management of developing intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSMHNEI. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the The Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman Member of the Scientific Advisory Board. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical and resource requirements, analysis of research and development data, and the management of intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSMas Professor of Electrical and Computer Engineering at the University of California, San Diego. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman Member of the Scientific Advisory Board. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical and resource requirements, analysis of research and development data, and the management of intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSMas Professor of Physics and Astronomy at the University of Denver, Denver, Colorado. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall shall, in its sole discretion, provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman of the Scientific Advisory BoardAdvisor. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical and resource requirements, analysis of research and development data, and the management of developing intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSM. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the The Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. 4.1. Upon the request of the Company, Consultant shall provide consultancy render advice and advisory services as a member assistance to the Company on business-related matters and in connection therewith shall: 4.1.1 Attend meetings of the XsunX Scientific Advisory Company's Board under of Directors or Executive Committee(s) when requested by the title of Chairman Company; 4.1.2 Attend meetings and at the request of the Scientific Advisory BoardCompany review, analyze and report on proposed business opportunity; 4.1.3 Consult with the Company concerning on-going strategic corporate planning and long-term investment policies, including any revision of the Company's business plan; 4.1.4 Consult with and advise the Company with regard to potential mergers and acquisitions whether the Company be the acquiring company or the target of the acquisition. 4.1.5 Develop, run and maintain an Internet home page. 4.2. Notwithstanding In performing hereunder, Consultant may, but need not, use the foregoing title Consultant shall remain an independent contractorfacilities or resources of the Company. Consultant shall provide be solely and exclusively responsible for determining when, where, how and by whom the services are to be performed hereunder, subject only to such services incident thereto matters as may be necessary specifically addressed in written communications from time the Company. 4.3. In connection with the services to time which services be rendered by Consultant, Consultant shall includereport to and be responsible to the Board of Directors, without limitation, providing President and others of the Company and shall consult with his best efforts in chairing the advisory board and providing technical expertise in advising those individuals on behalf of the Company in connection with the areas development of research & a marketing plan for product development, process developmentmanagement, planning, third party technical advertising and resource requirements, analysis of research and development data, and the management of intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such all other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreementareas. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSM. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make himself available to the Company evaluate all proposals related to any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to financing undertaken by the Company. 3.44.4. Consultant shallagrees to exercise his best efforts, at skill and diligence in the performance of his own costservices hereunder and shall perform all services in a good and workmanlike fashion. 4.5. Consultant shall keep accurate records showing the quantity and date of time devoted to the services provided for herein and a description thereof, prepare for and attend shall present such meetings as may records to the Company on request. 4.6. Anything to the contrary herein notwithstanding, it is agreed that Consultant's services will not include any service that constitute the rendering of legal opinions, performance of work that is in the ordinary purview of a certified public accountant or any work that is the ordinary purview of a registered broker/dealer. 4.7. The services to be reasonably requested provided by the Company, provided, however, that Consultant to the Company shall pay for the reasonable travel and lodging costs incurred by Consultant hereunder are not in regard connection with or related to the foregoing. In addition to incidental communication offer or sale of data, questions, and progress updates provided to Consultant via email for comment by Consultant, securities of the Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.in a capital raising transaction.

Services of Consultant. 4.1. Upon the request of the Company, Consultant shall provide consultancy render advice and advisory services as a member assistance to the Company on business-related matters and in connection therewith shall: 4.1.1 Attend meetings of the XsunX Scientific Advisory Company's Board under of Directors or Executive Committee(s) when requested by the title of Chairman Company; 4.1.2 Attend meetings and at the request of the Scientific Advisory BoardCompany review, analyze and report on proposed business opportunity; 4.1.3 Consult with the Company concerning on-going strategic corporate planning and long-term investment policies, including any revision of the Company's business plan; 4.1.4 Consult with and advise the Company with regard to potential mergers and acquisitions whether the Company be the acquiring company or the target of the acquisition. 4.2. Notwithstanding In performing hereunder, Consultant may, but need not, use the foregoing title Consultant shall remain an independent contractorfacilities or resources of the Company. Consultant shall provide be solely and exclusively responsible for determining when, where, how and by whom the services are to be performed hereunder, subject only to such services incident thereto matters as may be necessary specifically addressed in written communications from time the Company. 4.3. In connection with the services to time which services be rendered by Consultant, Consultant shall includereport to and be responsible to the Board of Directors, without limitation, providing President and others of the Company and shall consult with his best efforts in chairing the advisory board and providing technical expertise in advising those individuals on behalf of the Company in connection with the areas development of research & a marketing plan for product development, process developmentmanagement, planning, third party technical advertising and resource requirements, analysis of research and development data, and the management of intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such all other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreementareas. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSM. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make himself available to the Company evaluate all proposals related to any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to financing undertaken by the Company. 3.44.4. Consultant shallagrees to exercise his best efforts, at skill and diligence in the performance of his own costservices hereunder and shall perform all services in a good and workmanlike fashion. 4.5. Consultant shall keep accurate records showing the quantity and date of time devoted to the services provided for herein and a description thereof, prepare for and attend shall present such meetings as may be reasonably requested by the Company, provided, however, that records to the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard on request. 4.6. Anything to the foregoing. In addition to incidental communication contrary herein notwithstanding, it is agreed that Consultant's services will not include any service that constitute the rendering of datalegal opinions, questions, and progress updates provided to Consultant via email for comment by Consultant, performance of work that is in the Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for ordinary purview of a certified public accountant or any work that is the purpose ordinary purview of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.a registered broker/dealer.

Services of Consultant. Consultant shall shall, in its sole discretion, provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman of the Scientific Advisory BoardAdvisor. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical and resource requirements, analysis of research and development data, and the management of developing intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSMUW. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the The Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall shall, in its sole discretion, provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman of the Scientific Advisory Board. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, product specifications, third party technical and resource requirements, analysis of research and development datascheduling, and the management of developing intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.12.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement or the Technology Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business of the Company, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSMMVS. 3.22.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.32.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations recommendation which Consultant believes will be of benefit to the Company. 3.42.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the The Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman Member of the Scientific Advisory Board. Notwithstanding the foregoing title Consultant shall remain an independent contractor. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process and product development, planning, third party technical and resource requirements, analysis of research and development data, and the management of intellectual assets pertaining to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as such. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's best efforts, skills, and technical expertise to the business Business of the CompanyXsunX, to do Consultant's utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's duties to CSMas an independent consultant. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the Company may request at least one teleconference review meeting per month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development and business matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.

Services of Consultant. Consultant shall shall, in its sole discretion, provide consultancy and advisory services as a member of the XsunX Scientific Advisory Board under the title of Chairman of the Scientific Advisory Board. Notwithstanding the foregoing title Consultant and shall remain an independent contractor. Attached hereto as Exhibit “A”, and incorporated herein by reference, is a service request form specifying the initial scope of work to be rendered by Consultant. The Company may, but is not obligated to, provide additional project and/or service requests to Consultant. Any subsequent service request will be governed by this Agreement. Consultant shall provide such services incident thereto as may be necessary from time to time which services shall include, without limitation, providing the Company with his best efforts in chairing the advisory board and providing technical expertise in advising the Company in the areas of research & development, process development, planning, third party technical strategic financial and resource requirements, analysis accounting services similar to those of research a Chief Financial Officer as well as maintenance of the Company’s books and development data, records and the management financial regulatory compliance which is of intellectual assets pertaining interest to the Business of XsunX and the XsunX Field of Use. Consultant is not a corporate officer or director of XsunX and will not be represented as suchCompany. 3.1. Consultant shall provide such other related services as may be requested of Consultant by the Company and as are not inconsistent with the provisions of this Agreement. Consultant agrees to devote Consultant's ’s best efforts, skills, and technical expertise to the business of the Company, to do Consultant's ’s utmost to further enhance and develop the interests and welfare of the Company, and to devote necessary time and attention to the business of the Company, while recognizing Consultant's ’s duties to CSMits other professional responsibilities. 3.2. Consultant shall truthfully and accurately make, maintain and preserve all records and reports that the Company may, from time to time, request or require, and shall fully account for all money, records, equipment, materials or other property belonging to the Company of which Consultant may have custody and shall pay over and deliver same promptly whenever and however Consultant may be directed to do so. 3.3. Consultant shall make available to the Company any and all information of which Consultant has knowledge that is relevant to the Company's business, but is not otherwise prohibited from disclosing, and make all suggestions and recommendations which Consultant believes will be of benefit to the Company. 3.4. Consultant shall, at his own cost, prepare for and attend such meetings as may be reasonably requested by the Company, provided, however, that the Company shall pay for the reasonable travel and lodging costs incurred by Consultant in regard to the foregoing. In addition to incidental communication of data, questions, and progress updates provided to Consultant via email for comment by Consultant, the The Company may request at least one teleconference review meeting per calendar month and one meeting requiring attendance per calendar quarter for the purpose of planning, analysis, and collaborative discussion of the development matters referenced hereinabove, and the conformance or variance of the foregoing to or with the Business of XsunX.