This document sets forth the template contract to be entered into between a consultant and an individual for certain consulting services for business networking purposes. The draft form contains numerous comments and optional language to ensure many common issues between parties are addressed. The form is for use by an individual consultant when providing consulting services.
This document sets forth the template contract to be entered into between a consultant and an individual for certain consulting services for business networking purposes. The draft form contains numerous comments and optional language to ensure many common issues between parties are addressed. The form is for use by an individual consultant when providing consulting services. BUSINESS NETWORKING 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 individual’s name.], a _____ [Instruction: Insert company formation information.] ("Client"), and _____ [Instruction: Insert consultant’s name.] ("Consultant"). WITNESSETH: WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.]; and WHEREAS, the Client desires to retain Consultant to provide services related to and in support of efforts in which Consultant has expertise; 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 Client 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. Specifically, Consultant shall _____. [Comment: Insert specific duties Consultant shall have under Agreement.] 2. Client shall retain Consultant as set forth in this Agreement with respect to _____ [Instruction: Insert what Consultant will do for Client.]. 3. The Consultant will _____ [Instruction: Insert broad details of what consultant will do, e.g., provide introductions to set number of business contacts, etc..]. 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.]. 5. For all services that Consultant renders to the Client, the Client will pay Consultant $_____, payable within thirty (30) days of receipt of Consultant’s invoice. [Instruction: Insert applicable payment agreement, including reference to number of hours/days of service agreement covers, if applicable.] Late payments by Client shall be subject to late penalty fees of _____% [Instruction: insert number] per month from the due date until the amount is paid. 6. Confidential Information and Intellectual Property. 1. Consultant and Client shall mutually maintain in strict confidence, and not use or disclose except pursuant to written instructions from the other, any respective Trade Secret (as defined below), for so long as the pertinent © Copyright 2012 Docstoc Inc. 2 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 such party. 2. Consultant and Client shall mutually maintain in strict confidence and, except as necessary to perform his duties hereunder, not to use or disclose any respective 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 such party. 3. Consultant or Client, as the case may be, 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 the owner of such Trade Secrets or Confidential Business Information, as the case may be, pursuant to the notice provisions of this Agreement in sufficient time to allow such party to seek an appropriate protective order. 7. "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 a party in connection with this Agreement, including (without limitation) oral and written information concerning the Client'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, client lists, contact lists and personnel information. Any such Confidential Business Information and/or Trade Secrets shall at all times remain the property of the owner thereof, except pursuant to a separate written agreement entered into between the parties and/or any other party. 1. In the event either party 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 damaged party shall be entitled to equitable relief including but not limited to injunction, monetary damages, punitive damages, and specific liquidated damages in the © Copyright 2012 Docstoc Inc. 3 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 damaged party 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 either party may have against the other will not at any time constitute a defense to the enforcement by the damaged party 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 action. 8. The parties hereto shall at all times mutually refer to the other and its respective operating units, if any, in terms that further its business objectives. Neither party shall at any time refer to the other or its operating units, if any, in a manner that damages such party’s respective position in the marketplace. Any such reference shall be deemed a material breach of this Agreement. 9. 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. 10. 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, the remaining provisions, and any partially enforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable. 11. The rights and obligations of the Client under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Client. The rights, obligations and duties of Consultant hereunder may not be assigned or delegated without the Client's prior written consent except that Consultant may assign its interest to a company formed by Consultant for the purpose of providing such services. 12. The Client 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. 13. The Consultant represents and warrants to the Client 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. © Copyright 2012 Docstoc Inc. 4 14. 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 Client for any governmental authority with respect to the Client’s business. 15. Pursuant to this Agreement, Consultant shall have no right to receive any Client employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation. 16. The Consultant acknowledges and agrees that it shall be solely responsible to pay any and all incomes taxes on any moneys earned from Client while performing services contemplated under this Agreement. The Consultant further acknowledges that the Client will not at any time withhold any taxes from the Client’s payments to the Consultant under this Agreement for the purposes of income tax or any other applicable taxes. 17. [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 Client acknowledges that this Agreement was prepared by counsel for the Consultant and that it may contain terms and conditions onerous to Client. The Client 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 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. 18. 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 Client: [Instruction: Insert Client notice information here.] If to the Consultant: [Instruction: Insert Consultant notice information here.] 19. 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 © Copyright 2012 Docstoc Inc. 5 party's right to assert all other legal remedies available to him or it under the circumstances. 20. 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.] 21. 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. 22. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. 23. 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 no other understandings, representations, warranties or commitments with respect thereto. 24. 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. 25. 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. 26. 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. _________________________ Consultant _________________________ [Instruction: Insert Client signature block] © Copyright 2012 Docstoc Inc. 6
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