Wisconsin Consulting Services Agreement

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                             This is for an agreement between a company and a consultant located in Wisconsin. This
                             agreement sets forth the terms of the consultant's engagement and includes the main
                             provisions, such as the services to be performed, the compensation arrangement,
                             ownership of work product, and confidentiality of information. A consultant is a professional
                             who analyzes a business then creates solutions to the problems, and helps the business
                             develop an efficient plan for meeting its goals. This form contains standard terms and
                             provisions as well as opportunities for customization to fit the specific needs of the parties.
                             This document should be used by individuals or business entities when entering into a
                             consultant agreement.
             ®




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                                  CONSULTING SERVICES AGREEMENT


THIS CONSULTING SERVICES AGREEMENT (hereinafter “Agreement”) is made as of ____ [Month]
____ [Date], 20____, by and between ________________________ [Instruction: Insert the name of client],
having address at _________________________ [Instruction: Insert address of the independent client]
(hereinafter “Client”), and ________________________ [Instruction: Insert the name of consultant]
having address at _________________________ [Instruction: Insert address of the independent
consultant] (hereinafter “Consultant”). The Client and the Consultant may individually be referred
to as “Party”, or, collectively as “Parties”.


   WHEREAS, Consultant agrees to provide the services, as more fully defined below, to Client;


   WHEREAS, Client agrees to pay to Consultant the consultant services fee, as more fully defined
below;


   NOW, THEREFORE, in consideration of the premises and mutual obligations contained herein,
and intending to be legally bound, the parties hereto agree as follows:




1. Services.
   Consultant shall perform the duties and tasks outlined in the table attached to this Agreement as
   Exhibit A (the “Services”). The Services may include a development schedule and milestones.


2. Payment.
   Client shall pay the consulting services fee as outlined in the table attached to this Agreement as
   Exhibit B, and shall pay such consulting services fee according to the services fee payment
   schedule (if applicable) as outlined in the table attached to this Agreement as Exhibit C.


3. Termination.
   Either Party may without cause terminate this Agreement by delivering to the other Party
   written notice via U.S. Mail, facsimile, or personal delivery (but not by electronic             mail
   transmission) expressing a desire to terminate this Agreement (a “Termination Notice”).
   Termination shall be effective immediately upon receipt of a Termination Notice.


4. Representations and Warranties.
   The Parties to this Agreement make the following representations and warranties:
   a. Both Parties represent and warrant to the other Party that they have the full power to enter
      into this Agreement without restriction.


   b. This Agreement shall not establish an employer/employee relationship between the Parties.
      Consultant shall be an independent contractor and shall not enjoy the benefits normally
      afforded to employees provided either by Client’s policy or by law.


   c. Consultant shall not include in the material (as defined in Paragraph7, below) any
      copyrights, trade secrets, trademarks, service marks, patents, or other property that to the
      Consultant’s knowledge would or might infringe on the rights of third parties.


   d. Consultant shall not be an agent or representative of Client, except as specifically defined in
      this Agreement. Consultant shall have no authority to, and shall not attempt to, bind Client to
      contracts with third parties.


5. Confidential Information.
   Neither Party shall, at any time, either directly or indirectly, use for its own benefit, nor shall it
   divulge, disclose, or communicate any information received from the other Party that has been
   identified as confidential. Both Parties agree to execute standard nondisclosure agreements in
   connection with this Agreement.


6. Copyrights.
      a.   The Consultant acknowledges that he has no right to or interest in the work or product
           resulting from the Services performed hereunder, or any of the documents, reports or
           other materials created by the Consultant in connection with such Services, nor any right
           to or interest in any copyright therein. The Consultant acknowledges that the Services
           and the products thereof (hereinafter referred to as the “Materials”) have been specially
           commissioned or ordered by the Company as “works made-for-hire” as that term is used
           in the Copyright Law of the United States, and that the Company is therefore to be
           deemed the author of and is the owner of all copyrights in and to such Materials.
      b. In the event that such Materials, or any portion thereof, are for any reason deemed not to
           have been works made-for-hire, the Independent Contractor hereby assigns to the Client
           any and all right, title, and interest Consultant may have in and to such Materials,
           including all copyrights, all publishing rights, and all rights to use, reproduce, and
           otherwise exploit the Materials in any and all formats or media and all formats or media
           and all channels, whether now known or hereafter created. The Consultant agrees to
           execute such instruments as the Client may from time to time deem necessary or
           desirable to evidence, establish, maintain, and protect the Client’s ownership of such
           Materials, and all other rights, title, and interest therein.




7. Limitation of Damages.
   NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
   CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING,
   WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS
   AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT,
   OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN WARNED OR WARNED OF THE
   POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.




   9. Severability
   If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, (i)
   the remaining provisions shall continue to be valid and enforceable; or (ii) if by limiting such
   provision it would become valid and enforceable, then such provision shall be deemed to be
   written, construed, and enforced as so limited.


   10. Governing Law
    This Agreement shall be governed by the laws of the State of Wisconsin. This Agreement is to be
   performed in (and venue shall lie exclusively in) ________________________ [Instruction: Insert the
   County], Wisconsin. This Agreement shall not be strictly construed against any Party to this
   Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach
   thereof, shall be resolved by either (i) adjudication in a small claims court (subject to
   jurisdictional limitations) or (ii) in binding arbitration administered under the rules of the
   American Arbitration Association in accordance with its applicable rules.


   11. Entire Agreement.
   This Agreement, including all exhibits incorporated herein by reference, constitutes the entire
   Agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all
   prior and contemporaneous understandings or agreements, written or oral, regarding such subject
   matter.


   12. Amendments
   No amendment or modification of this Agreement shall be valid and binding on the Parties
   unless in writing and duly executed by the Parties.




IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and year
set forth above.
CONSULTANT                     CLIENT


____________________   ____________________
Signature                                Signature

								
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