Consulting Agreement
This
Consulting Agreement is made on _________________, by and between
______________ (“Consultant”) and _______________________ (“Customer”).
Whereas Customer requires certain services
Consultant can provide, and Consultant wishes to provide services to Customer,
the parties agree as follows:
1.
Description of Services.
Starting on ___________ (“Date”), Consultant shall provide the following
services (“Services) for Customer:
___________________________________.
2.
Performance of Services.
The manner in which the Services are to be performed and the hours to be
worked by Consultant shall be determined by Customer. Consultant shall get prior approval from
Customer for the hours to be worked and billed by Consultant.
3. Expense
Reimbursement. Consultant shall get
prior approval for the kinds, types, and amounts of expenses to be reimbursed,
if any, by the Customer.
4.
Payment. Customer will pay
Consultant bi-weekly for Services performed and Expenses incurred according to
this Agreement.
5.
Support Services by Customer. Customer shall provide the following support
staff, office space, and services support to Consultant while on Customer
premises (“Premises”):
_______________________________________________________________.
6. Termination. Either party may terminate this Agreement at
any time, with or without cause.
7. Relationship of the Parties. Consultant is an independent contractor with
respect to, and not an employee of, Customer.
Therefore, Customer is not responsible for providing any fringe benefits
to Consultant including, but not limited to, health insurance, paid vacation,
or any other employee benefit.
8.
Disclosure. Consultant
must disclose any outside activities or interests, including ownership or
participation in the development of prior inventions, that conflict or may
conflict with the best interests of Customer.
Prompt disclosure is required under this paragraph if the activity or
interest is related, directly or indirectly, to the business of Customer.
9. Employees. Consultant’s employees, if any, who perform
services for Customer under this
Agreement, directly or indirectly, shall also be bound by the provisions of
this Agreement. Consultant shall make
take all necessary steps to effect compliance with this condition of the
Agreement.
10. Insurance. Consultant shall obtain all necessary insurance
and other benefits required by law for its employees or subcontractors. Consultant shall show such evidence to
Customer prior to beginning work on Customer’s premises.
11. Assignment. Consultant's obligations under this Agreement
may not be assigned or transferred to any other person, firm, or corporation
without the prior written consent of Customer.
This consent may be withheld for any reason whatsoever.
12. Intellectual Property. The
following provisions shall apply with respect to copyrightable works, ideas,
discoveries, inventions, applications for patents, and patents (collectively,
"Intellectual Property"):
A. Consultant's Intellectual Property. Interest in the
Intellectual Property that is described on the attached Exhibit 1 is not
subject to this Agreement.
B. Development of
Intellectual Property. Any
improvements to Intellectual Property items listed on Exhibit 1, further
inventions or improvements, and any new items of Intellectual Property
discovered or developed by Consultant or their Employees, if any, during the
term of this Agreement shall be the property of Customer. Consultant shall sign all documents necessary
to perfect the rights of
in such Intellectual Property, including the filing and/or prosecution
of any applications for copyrights or patents.
Upon request, Consultant shall sign all documents necessary to assign
the rights to such Intellectual Property to Customer.
13. Confidentiality. Consultant
recognizes that Customer will disclose certain proprietary information of a
broad nature. Consultant agrees to hold
all such information in confidence by itself, and by its employees, if
any. This clause shall be interpreted
broadly in favor of the Customer.
14. Unauthorized Disclosure
of Confidential or other Information.
If it appears that Consultant has disclosed, or threatened disclosure,
of Information in violation of this Agreement, Customer shall be
entitled to an injunction to restrain Consultant or any of its employees, if
any, from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such
Information has been disclosed or may be disclosed. Customer shall not be prohibited by this
provision from pursuing other remedies, including a claim for losses and
damages.
15. Confidentiality after Termination. The confidentiality and non-disclosure
provisions of this Agreement shall remain in full force and effect after the
termination of this Agreement.
16.
Return of Records. Upon
termination of this Agreement, Consultant shall deliver all records, notes,
memos, email, equipment, and any other related materials to Customer. Consultant will eliminate, erase, and
otherwise dispose of any copies under its, or its employees, if any,
possession, custody, or control.
17.
Notices.
Any notice required by this Agreement or given in
connection with it, shall be in writing and shall be given to the appropriate
party by personal delivery or a recognized over night delivery service such as
FedEx.
If
to the Consultant: _____________________________________________________.
If
to the Customer: ___________________________________________________.
18. No Waiver.
The
waiver or failure of either party to exercise in any respect any right provided
in this agreement shall not be deemed a waiver of any other right or remedy to
which the party may be entitled.
19. Entirety
of Agreement.
The terms and conditions set forth herein constitute the
entire agreement between the parties and supersede any communications or
previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings
directly or indirectly related to this Agreement that are not set forth
herein. No change can be made to this
Agreement other than in writing and signed by both parties.
20. Governing Law.
This
Agreement shall be construed and enforced according to the laws of the State of
____________________ and any dispute under this Agreement must be brought in
this venue and no other.
21. Headings in this Agreement
The
headings in this Agreement are for convenience only, confirm no rights or
obligations in either party, and do not alter any terms of this Agreement.
22. Severability.
If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
In
Witness whereof, the parties have executed this Agreement as of the date
first written above.
_________________________ _______________________
Customer Consultant
___________________
Date
Consulting Agreement
Review List
This review list is
provided to inform you about this document in question and assist you in its
preparation. Customers should always get
a consulting agreement signed to limit their exposure to expense and disclosure
of confidential information. If the
consultant will not sign such an Agreement, don’t do the deal. If you are a consultant, a signed deal can
benefit you to get terms and conditions agreed to so you can be assured of
proper payment and treatment on the job.
1. Sign
in multiple copies. Keep one copy with
your file for the other party.
- If Consultant only has one or two employees/contractors, get them to sign this Agreement as well. If you are the Consultant, you are well advised to get your employees/contractors to sign this Agreement so they are bound by its terms as well—and you are not left holding the proverbial “bag” should something go wrong.
- This is a form of well care that will serve you well over time if you get these agreements signed on a regular basis.
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