Building Safety Consulting Agreement

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Building Safety Consulting Agreement Powered By Docstoc
					This document sets forth a template agreement to be entered into between a consultant
and an architecture firm (or individual architect) for the provision of certain consulting
services. As drafted, the agreement anticipates the architect already being engaged on
a project. This form is for use by an individual consultant when providing services, by
an architect or architecture firm when hiring a consultant, or legal counsel to either of
these parties.
                         CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the ___ day of _____, 20__, [Instruction: Insert date.] by and among _____
[Instruction: Insert company name.], a _____ [Instruction: Insert company
formation information.] ("Architect"), and _____ [Instruction: Insert consultant’s
name.] ("Consultant").
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
WHEREAS, the Architect has been retained by ____, for the following project _____ to
be located at _____ (“Project”); [Instruction: Insert applicable project information.]
WHEREAS, the Architect desires to retain Consultant to provide services related to and
in support of efforts in which Consultant has expertise and which Architect is required to
provide for the Project; and
WHEREAS, Consultant is in the business of providing such consulting services and
has agreed to provide the services in accordance with the terms and conditions set forth in
this agreement.
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
   1. Consultant shall furnish the Architect with his best advice, information, judgment
      and knowledge with respect to the services related to and in support of efforts in
      which Consultant has expertise which is to be provided in accordance with this
      Agreement and which Architect is required to provide for the Project.
      Specifically, Consultant shall _____. [Comment: Insert specific duties
      Consultant shall have under Agreement.]
   2. The Consultant will _____ [Instruction: Insert broad details of what
      consultant will do.] Consultant, in its sole discretion, may retain the services of a
      qualified _____ [Instruction: Insert any additional professionals, e.g., specific
      engineers which Consultant may retain to perform services.] to assist with or
      to provide the required services. [Comment: Parties should state here who will
      pay for additional required services.]
   3. It is the understanding of the parties that Architect has been retained in connection
      with the Project as set forth above [Comment: If details of Project must be
      described in further detail, parties may wish to include same on a Schedule to
      the Agreement, which should be referenced here.] and, to the best of
      Architect’s knowledge, has provided Consultant with the complete program and
      requirements with respect to the Project. Consultant hereby acknowledges his
      understanding of the nature and scope of work to be provided by Consultant. Any
      reference between the Consultant and Architect with respect to the agreement
      between Architect and the owner of the project for the performance of work on
      the Project shall be referred to and known as the “Prime Agreement.”

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   4. The term of this Agreement shall begin on _____ [Instruction: Insert
      commencement date.] and shall, subject to the provisions for termination set
      forth herein, continue until and terminate on _____ [Instruction: Insert
      termination date.]. Further, the proposed timeframe for completion of Project
      work is as follows: _____ [Instruction: Insert any applicable timeframe for specific
      work to be done by consultant.]
   5. For all services that Consultant renders to the Architect or any of its subsidiaries
      or affiliates during the term hereof, the Architect will pay Consultant $_____,
      payable within thirty (30) days of the receipt of Consultant’s invoice. Consultant
      agrees that during the term he/she will devote up to ____ (__) days per month to
      his/her Duties. The Architect will periodically provide the Consultant with a
      schedule of the requested hours, responsibilities and deliverables for the
      applicable period of time. The duties will be scheduled on an as-needed basis.
      [Instruction: Insert applicable payment agreement, including any revision to
      the hours/days of services.] Late payments by Architect shall be subject to late
      penalty fees of _____% [Instruction: insert number] per month from the due
      date until the amount is paid.
   6. [Optional: If expenses are to be paid, same should be carefully set forth in
      this paragraph. See the remainder of the paragraph for sample expense
      language.] Architect also agrees to pay Consultant’s fees for all third party
      charges incurred on Architect’s behalf. Architect shall reimburse Consultant for
      all travel expenses, including but not limited to hotels, meals, etc., in connection
      with work on the Project. Such reimbursement shall not be limited to the above,
      and may include special services and charges originated on Architect’s behalf by
      Consultant, incurred in servicing Architect’s account.
   7. Except as authorized by the Architect, the Consultant shall not directly contact the
      owner of the Project property or any other consultant or contractor working on the
   8. The Consultant shall obtain and maintain at all times during the term of this
      Agreement, the following insurance coverages: _____ [Instruction: Insert
      applicable required insurance coverages.]
   9. Confidential Information and Intellectual Property.
          1. Consultant shall maintain in strict confidence, and not use or disclose
             except pursuant to written instructions from the Architect, any Architect
             Trade Secret (as defined below), for so long as the pertinent data or
             information remains a Trade Secret, provided that the obligation to protect
             the confidentiality of any such information or data shall not be excused if
             such information or data ceases to qualify as such as a result of the acts or
             omissions of Consultant. For purposes regarding Architect’s Confidential
             Business Information and Intellectual Property rights, "Architect" shall
             include the Architect and all of its direct and indirect subsidiaries and any
             predecessors of the Architect. [Comment: Parties may wish to consider
             include predecessors of Architect’s direct and indirect subsidiaries for

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              fuller protection. Consideration should also be taken with respect to
              inclusion of any assigns of any of the above.]
          2. Consultant shall maintain in strict confidence and, except as necessary to
             perform his duties hereunder, not to use or disclose any Architect
             Confidential Business Information (as hereinafter defined) during the term
             of this Agreement and for a period of one (1) year thereafter, so long as
             such Confidential Business Information remains Confidential Business
             Information during such term. The obligation to protect the
             confidentiality of such Confidential Business Information shall not be
             excused if such Confidential Business Information ceases to qualify as
             such as a result of the acts or omissions of Consultant.
          3. Consultant may disclose Trade Secrets or Confidential Business
             Information pursuant to any order or legal process requiring the disclosing
             party (in its legal counsel's reasonable opinion) to do so, provided that the
             request or order to so disclose the Trade Secrets or Confidential Business
             Information is provided to Architect pursuant to the notice provisions of
             this Agreement in sufficient time to allow the Architect to seek an
             appropriate protective order.
   10. "Trade Secret" shall mean any information, including, but not limited to, technical
       or non-technical data, a formula, a pattern, a compilation, a program, a plan, a
       device, a method, a technique, a drawing, a process, financial data, financial
       plans, product plans, or a list of actual or potential customers or suppliers which
       (i) derives economic value, actual or potential, from not being generally known
       to, and not being readily ascertainable by proper means by, other persons who can
       obtain economic value from its disclosure or use, and (ii) is the subject of efforts
       that are reasonable under the circumstances to maintain its secrecy. "Confidential
       Business Information" shall mean any nonpublic information of a competitively
       sensitive or personal nature, other than Trade Secrets, acquired by Consultant in
       connection with performing services for the Architect, including (without
       limitation) oral and written information concerning the Architect's financial
       positions and results of operations (revenues, margins, assets, net income, etc.)),
       annual and long-range business plans, marketing plans and methods, account
       invoices, oral or written customer information, and personnel information. (b) All
       original works of authorship resulting from Consultant’s performance of his
       duties hereunder, are deemed to be "works made for hire" under the copyright
       laws of the United States, and will be and will remain the sole and exclusive
       property of the Architect. Consultant, at the Architect's request and sole expense,
       will assign to the Architect in perpetuity all proprietary rights that he may have in
       such works of authorship. Such assignment shall be done by documents as
       prepared by the Architect. Should the Architect elect to register claims of
       copyright to any such works of authorship, Consultant will, at the expense of the
       Architect, do such things, sign such documents and provide such reasonable
       cooperation as is necessary for the Architect to register such claims, and obtain,
       protect, defend and enforce such proprietary rights. Consultant shall have no right
       to use any trademarks or proprietary marks of the Architect without the express,

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      prior written consent of the Architect regarding each use, except as otherwise set
      forth herein.
   11. Any material or ideas prepared or submitted to Architect, which Architect has
       chosen not to produce will remain Consultant’s property (regardless of whether
       the physical embodiment of creative work is in your possession in the form of
       copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other
       clients for their use, provided that such submission or use does not involve the
       release of any Confidential Business Information. For purposes hereof, "produce'
       shall be defined as any material which is created in tangible form pursuant to a
       signed production estimate.
                  1. In the event Consultant shall violate or threaten to violate the
                     Confidential Business Information and Intellectual Property
                     provisions of this Agreement, damages at law will be an
                     insufficient remedy and the Architect shall be entitled to equitable
                     relief including but not limited to injunction, monetary damages,
                     punitive damages, and specific liquidated damages in the amount
                     of $_____ [Instruction: Insert dollar amount.] for disclosure of
                     such information and/or for unauthorized use of such information.
                     In addition, other remedies or rights available to the Architect and
                     no bond or security will be required in connection with such
                     equitable relief.
                  2. The existence of any claim or cause of action that Consultant may
                     have against the Architect will not at any time constitute a defense
                     to the enforcement by the Architect of the restrictions or rights
                     provided herein, but the failure to assert such claim or cause of
                     action shall not be deemed to be a waiver of such claim or cause of
   12. Consultant shall at all times refer to Architect and its operating units, if any, and
       the Project in terms that further its business objectives. Consultant shall not at
       any time refer to Architect or its operating units, if any, or the Project in a manner
       that damages Architect's or the Project’s position in the marketplace. Any such
       reference shall be deemed a material breach of this Agreement.
   13. Optional language: This Agreement shall terminate in the event Consultant
       voluntarily ceases performing his/her duties and such cessation continues for
       a period of more than thirty (30) days after notice from Architect, if
       Consultant becomes physically or mentally unable to perform his/her duties.
       In such event, the termination date shall be deemed to be the date on which
       such services ceased to be performed.
   14. In the event of a breach hereunder and a failure to cure such breach within thirty
       (30) days of written notice of such breach, this Agreement may be terminated by
       either party upon written notice.
   15. The provisions of this Agreement are severable, and if any one or more provisions
       may be determined to be illegal or otherwise unenforceable, in whole or in part,

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      the remaining provisions, and any partially enforceable provision to the extent
      enforceable in any jurisdiction, shall nevertheless be binding and enforceable.
   16. The rights and obligations of the Architect under this Agreement shall inure to the
       benefit of and shall be binding upon the successors and assigns of the Architect.
       The rights, obligations and duties of Consultant hereunder may not be assigned or
       delegated without the Architect's prior written consent except that Consultant may
       assign its interest to a company formed by Consultant for the purpose of
       providing such services.
   17. The Architect and Consultant are independent contractors. Both parties
       acknowledge and agree that Consultant's engagement hereunder is not exclusive
       and that either party may provide to, or retain from others similar services to those
       provided hereunder by Consultant, provided that it does so in a manner that does
       not otherwise breach this Agreement. Neither party is, nor shall claim to be, a
       legal agent, representative, partner or employee of the other, and neither shall
       have the right or authority to contract in the name of the other nor shall it assume
       or create any obligations, debts, accounts or liabilities for the other.
   18. The Consultant represents and warrants to the Architect that he/she is under no
       contractual or other restrictions or obligations which are inconsistent with the
       execution of this Agreement, or which will interfere with the performance of
       his/her duties or provision of services hereunder. Consultant represents and
       warrants that the execution and performance of this Agreement will not violate
       any policies or procedures of any other person or entity for which he/she performs
       services concurrently with those performed herein.
   19. In performing the services, Consultant shall comply, to the best of his/her
       knowledge, with all business conduct, regulatory and health and safety guidelines
       established by the Architect for any governmental authority with respect to the
       Architect’s business.
   20. Pursuant to this Agreement, Consultant shall have no right to receive any
       Architect employee benefits including, but not limited to, health and accident
       insurance, life insurance, sick leave and/or vacation.
   21. The Consultant acknowledges and agrees that it shall be solely responsible to pay
       any and all incomes taxes on any moneys earned from Architect while performing
       services contemplated under this Agreement. The Consultant further
       acknowledges that the Architect will not at any time withhold any taxes from the
       Architect’s payments to the Consultant under this Agreement for the purposes of
       income tax or any other applicable taxes.
   22. [Comment: This language is optional, but also should be carefully reviewed if
       used to ensure the drafter language is correct as applied to the particular
       situation of the parties.] The Architect acknowledges that this Agreement
       was prepared by counsel for the Consultant and that it may contain terms
       and conditions onerous to Architect. The Architect expressly acknowledges
       that Consultant has given it adequate time to review this agreement and to
       seek and obtain independent legal advice, and represents to Consultant that
       it has in fact sought and obtained independent legal advice and is satisfied

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      with the terms and conditions of this Agreement. Any terms herein which
      may be determined to be ambiguous shall not be construed against the
      Consultant. Rather, the parties shall be deemed to have equal bargaining
      power and such terms shall be deemed to have been negotiated by and
      between the parties.
   23. Any notices or other communications required or permitted under this Agreement
       shall be in writing and shall be deemed to have been duly given and delivered
       when delivered in person, two (2) days after being mailed postage prepaid by
       certified or registered mail with return receipt requested, or when delivered by
       overnight delivery service or by facsimile to the recipient at the following address
       or facsimile number, or to such other address or facsimile number as to which the
       other party subsequently shall have been notified in writing by such recipient:
          If to the Architect:
                  [Instruction: Insert Architect notice information here.]
          If to the Consultant:
                  [Instruction: Insert Consultant notice information here.]
   24. Either party's failure to enforce any provision or provisions of this Agreement
       shall not in any way be construed as a waiver of any such provision or provisions
       as to prior or future violations thereof or of any other provision of this Agreement,
       nor prevent that party thereafter from enforcing each and every other provision of
       this Agreement. The rights granted the parties herein are cumulative and the
       waiver by a party of any single remedy shall not constitute a waiver of such
       party's right to assert all other legal remedies available to him or it under the
   25. This Agreement will be governed by and interpreted in accordance with the
       substantive laws of the State of _____ [Instruction: Insert state.] without
       reference to conflicts of law. [Comment: Parties may wish to consider
       including alternative dispute resolution provisions.]
   26. The various captions and section headings contained in this Agreement are
       inserted only as a matter of convenience and in no way define, limit or extend the
       scope or intent of any of the provisions of this Agreement.
   27. The pronouns used herein shall include, where appropriate, either gender or both,
       singular and plural.
   28. The terms of this Agreement are confidential and no press release or other written
       or oral disclosure of any nature regarding the terms of this Agreement shall be
       made by either party without the other party’s prior written approval; however,
       approval for such disclosure shall be deemed given to the extent such disclosure is
       required to comply with governmental rules or a valid court order.
   29. With respect to its subject matter, this Agreement constitutes the entire
       understanding of the parties superseding all prior agreements, understandings,
       negotiations and discussions between them whether written or oral, and there are

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       no other understandings, representations, warranties or commitments with respect
   30. This Agreement may be signed in one or more counterparts, each of which when
       exchanged will be deemed to be an original, binding upon the parties as if a single
       document had been signed by all, and all of which when taken together will
       constitute the same agreement. Any true and correct copy of this Agreement
       made by customary, reliable means (e.g., photocopy or facsimile) shall be treated
       as an original.
   31. No modification to this Agreement, nor any waiver of any rights, will be effective
       unless assented to in writing by the party to be charged.
   32. The person(s) executing this agreement hereby represent and warrant that each
       respectively has the authority to execute this agreement on behalf of the party for
       which he is executing.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.


[Instruction: Insert Architect signature block]

© Copyright 2012 Docstoc Inc.                                                                8

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Description: This document sets forth a template agreement to be entered into between a consultant and an architecture firm (or individual architect) for the provision of certain consulting services. As drafted, the agreement anticipates the architect already being engaged on a project. This form is for use by an individual consultant when providing services, by an architect or architecture firm when hiring a consultant, or legal counsel to either of these parties.