Docstoc Legal Agreements
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
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other
kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms
are not a substitute for the advice of your own attorney. Subject to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here
(http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. This document is
not approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
Entire document © Docstoc, Inc., 2010, 2011
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
WHEREAS, Client agrees to pay to Consultant the consultant services fee, as more fully
NOW, THEREFORE, in consideration of the premises and mutual obligations contained
herein, and intending to be legally bound, the parties hereto agree as follows:
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
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
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.
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
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.
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
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.
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.
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and that you have read and agree to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
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