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This document sets forth an agreement whereby a company hires a consultant for the provision of marketing services. This short-form sample agreement sets forth standard terms and conditions for a consulting agreement. The specific duties to be performed by the consultant can be listed and described in the scheduled exhibit at the end of the document. The consultant performs all services as an independent contractor. This agreement can be customized to best fit the needs of the contracting parties.
This document sets forth an agreement whereby a company hires a consultant for the provision of marketing services. This short-form sample agreement sets forth standard terms and conditions for a consulting agreement. The specific duties to be performed by the consultant can be listed and described in the scheduled exhibit at the end of the document. The consultant performs all services as an independent contractor. This agreement can be customized to best fit the needs of the contracting parties. CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT (the “Agreement”) made as of ___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Company], ___________ [Instruction: Insert Address] (“Company”) and ___________ [Instruction: Insert Name of Marketing Consultant], ___________ [Instruction: Insert Address] (“Consultant”). WHEREAS, Consultant is an independent contractor skilled at creating and implementing marketing strategies and offering other valuable business services; WHEREAS, Company desires to engage Consultant and, subject to the terms and conditions hereof, Consultant agrees to such accept such engagement. NOW, THEREFORE, in consideration of the promises and other good and valuable consideration set forth, the parties agree as follows: 1. Engagement. Throughout the duration of the Term, as such term is defined in paragraph 3 hereof, Consultant shall provide, on a non-exclusive basis, the Services, set forth in Exhibit “A”, attached hereto and incorporated herein. Consultant shall use Consultant's best efforts to perform the Services in a manner satisfactory to Company. 2. Compensation. A. Provided that Consultant fully performs all of Consultant’s material obligations hereunder, in full consideration of all rights granted herein, Company hereby agrees to pay Consultant the Fee, as such term is defined in Exhibit “A” hereof. B. Consultant shall not be authorized to incur any expenses on Company’s behalf, without the prior written consent of Company. In the event that Company approves any expenses, Company shall reimburse Consultant upon Company’s receipt of reasonable evidence that the amount involved was expended and related to Services rendered hereunder, C. Any compensation due hereunder shall be due and payable within thirty (30) days of Company’s receipt of an itemized invoice from Consultant. In the event Company fails to make full payment of the amounts due hereunder within said thirty (30) day period Consultant may charge a late payment penalty of ___________ percent (___%) [Instruction: Insert Percentage], compounded [Instruction: Choose One: monthly // annually], on any unpaid balance. 3. Term and Termination. Consultant shall serve as a marketing consultant for Company for a period (the “Term”) commencing on the date hereof, and terminating upon the earlier of (A) the date that Consultant completes the Services, or (B) thirty (30) days following either parties’ written notice of their intention to terminate the Term. 4. Restrictive Covenants. A. Despite the non-exclusive nature of Consultant’s engagement, Consultant agrees that during the Term of this Agreement and for a period of ___________ (___) [Instruction: Insert Duration] [Instruction: Choose One: months // years] thereafter, Consultant will refrain from performing any consulting or other services for any company, person or entity whose business or proposed business is directly competitive with the products or services or proposed products or services of Company. B. Consultant shall keep Company's Confidential Information, including but not limited to: business secrets, customer, supplier, logistical, financial, research, and development information, confidential and shall not disclose them to any third party without the prior written consent of Company. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information which: (i) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Consultant; (ii) can be demonstrated in writing to have been rightfully in the possession of Consultant prior to the disclosure of such information to Consultant by Company; (iii) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Consultant; or (iv) is supplied to Consultant by a third party without binder of secrecy, so long as that such third party has no obligation to Company or any of its affiliated companies to maintain such information in confidence. C. Consultant agrees that any breach by Consultant of this paragraph would cause irreparable damage to Company, and in the event of such breach, Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Consultant's obligations hereunder. 5. Representations, Warranties and Indemnification. A. Consultant represents and warrants to Company that: (i) Consultant is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with Consultant’s performance of Consultant’s Services; and (ii) Consultant’s Services shall be performed in a competent fashion in accordance with applicable standards of the profession and all of Consultant’s Services are subject to approval by Company. Consultant shall conduct Consultant’s services with the highest amount of professionalism and integrity. B. Consultant hereby indemnifies and holds harmless Company, its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any kind or nature whatsoever which may in any way arise from the Services performed by Consultant hereunder, or any breach or alleged breach by Consultant of this Agreement, including the representations, warranties and agreements set forth herein. 6. Miscellaneous. A. Consultant agrees that Consultant’s Services will be rendered by Consultant as an independent contractor and that this Agreement does not create an employer-employee relationship between Consultant and Company. Consultant shall have no right to receive any employee benefits including, but not limited to, health insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay all taxes including, self-employment taxes due in respect of the Commission and to indemnify Company in the event Company is required to pay such taxes on behalf of Consultant. B. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof. C. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. D. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void. Notwithstanding the foregoing, it is expressly understood by the parties hereto that Company may unilaterally modify the Products hereunder, by providing to Consultant an updated Product List. E. This Agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns of the parties hereto. Company may assign any or all of Company’s rights and/or obligations hereunder to any assignee, licensee or designee of Company, and all succeeding assignees, licensees or designees. Consultant may not assign any of Consultant’s rights and/or obligations hereunder without Company’s prior written consent. F. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. G. This Agreement shall be governed in accordance with the laws of the State of _____________ [Instruction: Insert State], applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in the County of _____________ [Instruction: Insert County], State of ______________ [Instruction: Insert State]. \ \ \ \ \ \ \ \ IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. CONSULTANT: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] COMPANY: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] Exhibit “A” Particulars of Contract 1. Services. Consultant shall devote his attention, energies and best efforts, as an non- exclusive, independent contractor, marketing Consultant for Company and shall perform the following duties (“Services”): A. _____________ [Instruction: Insert Duty]; B. _____________ [Instruction: Insert Duty] C. _____________ [Instruction: Insert Duty] D. _____________ [Instruction: Insert Duty] E. Perform such other and further duties as Company may, from time to time, specifically assign to Consultant. 2. Fee. _____________ [Instruction: Insert Method of Compensation For Consultant];
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