Pennsylvania Consulting Services Agreement

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Pennsylvania Consulting Services Agreement Powered By Docstoc
					Consulting Services
                           Agreement
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                           This Consulting Services Agreement is to be used when a Consultant will be
                           providing professional consulting services. This document lays out the terms and
                           conditions of hiring a consultant to perform specific tasks. This document is a
                           general and universal agreement suitable for nearly all types of consulting
                           services.

                               ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
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                                                                                                      Attorney Drafted
                         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 an address of _________________________ [Instruction:
Insert     address      of   the    independent     client]   (hereinafter     “Client”),    and
________________________ [Instruction: Insert the name of consultant] having an address
of _________________________ [Instruction: Insert address of the independent consultant]
(hereinafter “Consultant”). Client and 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 Paragraph 6, 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. 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 Consultant in connection with such Services, nor any right to
      or interest in any copyright therein. 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 Client 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, Consultant 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. Consultant agrees to execute such instruments as Client may
      from time to time deem necessary or desirable to evidence, establish, maintain, and
      protect 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.

8. 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.

9. Governing Law

   This Agreement shall be governed by the laws of the State of __STATE__. This Agreement
   is to be performed in (and venue shall lie exclusively in) ________________________
   [Instruction: Insert the County], __STATE__. 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.

10. 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.

11. 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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Description: This is for an agreement between a company and a consultant located in Pennsylvania. 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.
This document is also part of a package Essential Pennsylvania Legal Documents 86 Documents Included