Consultant Engagement Letter

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									This Consultant Engagement Letter lays out the legal relationship between a consultant
and a client. This letter sets forth the scope of the engagement, the terms of
compensation, and many other crucial terms. The user's unique details can be easily
inserted into this form, making it fully customizable to fit the needs of the user. Use this
form if one wants to engage a consultant or if one is a consultant who wishes to work for
an individual or company.
                                Consultant Engagement Letter

_______________________ [Instruction: insert date]

_______________________ [Instruction: insert client’s name and address]

Dear _______________________: [Instruction: insert name of recipient]

This letter confirms the engagement of _______________________ [Instruction: insert name
of consultant] (“Consultant”) by _______________________ [Instruction: insert name of
Client] (“you,” “your” or “Client”) to provide certain consulting services to you as described

1.   Services to be provided. Consultant shall provide _______________________ [Instruction:
     insert description of services] for the Client. Specific services provided by Consultant and
     the rates for those services are as follows:

     A. _______________________ [Instruction: insert specific services and rates]

     B. _______________________ [Instruction: insert specific services and rates]

     [Comment: include all services. Insert additional lines if necessary]

     This Agreement shall not be exclusive. Changes to the scope of the Services shall be made
     only in a writing executed by authorized representatives of both parties. Consultant shall
     have no obligation to commence work in connection with any change until the fee and/or
     schedule impact of the change is agreed upon by the parties in writing.

2.   Term and Termination. This Agreement commences upon signing by both parties, and will
     continue for a period of _______________________ [Instruction: insert term of contract].
     Either party to this Agreement may terminate this Agreement upon delivery of _____ [thirty
     (30)] [Comment: This number is not provided for by law, but can be any number the
     user chooses] days prior written notice to the other party. Client is liable only for the
     payment of services received up to the effective date of the termination.

3.   Payment. Consultant will promptly submit invoices on a _____ [monthly] [Comment: This
     timeframe is not provided for by law, but can be any number the user chooses] basis
     accompanied by client approved time sheets indicating billable hours completed on a daily
     basis. Client shall pay for all taxes, including any interest and penalties from any related
     deficiency, in connection with this Agreement (except taxes based on or measured by
     Consultant's net income) including any sales, use, excise, value-added, services,
     consumption, withholding and other taxes and duties assessed on the provision of services
     by Consultant to Client or on Consultant's charges to Client under this Agreement, including
     the reimbursement of expenses.

4.   Confidential Information. While on assignments, the Consultant will be exposed to Client's
     proprietary information. Consultant agrees to protect the confidentiality of the information in
     the same manner that it protects the confidentiality of its own proprietary and confidential
     information of like kind, but in no event shall Consultant exercise less than reasonable care in
     protecting such information.

5.   Proprietary Rights. Consultant agrees that any Client property created, developed, adapted,
     or improved under this Agreement is properly owned by the Client.

6.   Duties. Consultant may provide Consultant’s services to other persons and entities other than
     Client. Client shall retain responsibility for its compliance with all applicable federal, state
     and local laws and regulations.

7.   Limitation of Liability. The complete liability of Consultant shall not exceed an amount
     equal to the total payments actually paid by the Client to Consultant during the term of this
     Agreement. Without limiting the generality of the forgoing, in no event shall Consultant
     have any liability for any consequential damages.

8.   Warranties. Consultant will make every effort to guarantee that Consultant will be qualified
     by training and experience to perform services in a competent and professional manner.
     Notwithstanding the above, Consultant agrees to timely correct errors in services that are
     identified by the Client.

9.   Force Majeure. Neither party shall be liable for any loss or damage, or for nonperformance
     due to causes not reasonably within her control.

10. Miscellaneous.

     A. Notices. Any notice or approval required or permitted to be given hereunder by one party
        to the other shall be in writing, shall be effective upon actual delivery on the address
        specified, and shall be hand delivered, sent by overnight delivery service or by registered
        or certified mail, return receipt requested, or by facsimile transmission with a “hard”
        copy delivered the next business day, addressed to the party at the addresses hereinafter

        __________________________________ [Instruction: insert party and address]

        __________________________________ [Instruction: insert party and address]

© Copyright 2013 Docstoc Inc.                                                                           3
    B. Choice of Law. This Agreement shall be governed by the laws of the State of
       _______________ [Instruction: insert state], without regard to principles of conflicts of

    C. Waiver of Covenants, Conditions, or Remedies. Waiver by party of performance of any
       covenant or condition under this Agreement shall not invalidate this Agreement nor shall
       it be considered a waiver of any other covenant or condition under this Agreement.

    D. Time. Time is of the essence in the performance of Services under this Agreement.

    E. Amendment. This Agreement may be amended, at any time, by the written Agreement of
       the parties. All amendments, changes, revisions and discharges of this Agreement shall
       be binding upon the parties despite any lack of legal consideration, as long as it shall be
       in writing and executed by the parties.

    F. Further Acts. Each party agrees to perform any further acts and to execute, acknowledge
       and deliver any documents, which may be reasonably necessary to carry out the
       provisions of this Agreement.

We look forward to working together in the future on this matter. Please return an executed copy
of this letter signifying your agreement with the terms herein. If you have any questions, please
contact ____________________ [Instruction: insert name of contact] at
____________________ [Instruction: insert contact information].

Very truly yours,

By ____________________ [Instruction: insert name]
Its ____________________ [Instruction: insert name of position]

By ____________________ [Instruction: insert name]
Its ____________________ [Instruction: insert name of position]

© Copyright 2013 Docstoc Inc.                                                                   4

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