Business Networking Consultant Agreement


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									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 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").
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
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
   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.

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   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

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       party's right to assert all other legal remedies available to him or it under the
   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
   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.


[Instruction: Insert Client signature block]

© Copyright 2012 Docstoc Inc.                                                                6

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