VIEWS: 248 PAGES: 7 CATEGORY: Freelancing and Consulting POSTED ON: 5/14/2012
This document sets forth the template contract to be entered into between a consultant and an individual seeking job search and/or career advice. The draft form contains numerous comments and optional language to ensure many common issues between parties are addressed, including protecting confidential information and the potential for optional dispute resolution provisions. The form is for use by an individual consultant or consulting company when providing services to individuals seeking job search and/or career advice.
This document sets forth the template contract to be entered into between a consultant and an individual seeking job search and/or career advice. The draft form contains numerous comments and optional language to ensure many common issues between parties are addressed, including protecting confidential information and the potential for optional dispute resolution provisions. The form is for use by an individual consultant or consulting company when providing services to individuals seeking job search and/or career advice. 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 client name.] ("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., assist Client in resume and cover letter drafting, provide contact information for networking purposes, provide list of open jobs, provide introductions to people, 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.]. [Comment: This language may not be appropriate for all job search consulting services, as many executive recruiting consultants work on an open-ended basis. In such an instance, please revise as necessary to reflect the agreement between the parties.] 5. For all services that Consultant renders to the Client or any of its subsidiaries or affiliates during the term hereof, upon obtaining a job acceptable to Client within the field set forth herein, the Client will pay Consultant twenty-five percent (25%) of the Client’s first year gross compensation, including a reasonable estimate of any commissions, yearly bonuses, signing bonuses, and other incentives, as indicated in the offer letter to the Client or as agreed upon at the time the search assignment is initiated. The fee is on a contingency basis and only paid if Client is hired at a job acceptable to Client within the field set forth herein. © Copyright 2012 Docstoc Inc. 2 Notwithstanding the foregoing, there is a $5,000 nonrefundable initiation fee to cover half of the administrative costs of conducting the search, payable upon execution of this contract. The search will continue for 6 months or until a placement is made, whichever comes first. Should Client be hired on a part-time or contract basis (instead of on a full-time basis), the fee shall be 25% of the first two year’s total Client billable hours (or other fee basis). This applies for two years for all projects or services from the start of the first project or service conducted by the Client for the organization. The calculation of fees excludes normal expenses incurred by the Client in the course of the project(s) (e.g., travel, phone, supplies, postage, etc.). Client will notify Consultant within 10 days of the acceptance of a job offer. An invoice will then be sent to the Client, and payment is due within 30 days. If Client quits the organization or is terminated for cause (not reduction in force) within 180 days, then 50% of the fee will be refunded (excluding initiation fee), or a new search will be conducted for 50% of the normal fee (50% of 25%). [Comment: The fees set forth in this paragraph are sample language only and should be tailored to reflect the parties’ fee agreement.] 6. In the event Client is offered and accepts a position with any company to whom Client was introduced or became a candidate with that company within a period of one year from the date hereof, Client shall pay the fee set forth herein. 7. Client has not applied for and is awaiting a response for any position except as follows: _____ [Instruction: Client should complete this section.]. In the event Client is offered and accepts a position with any of the foregoing, no fee shall be paid to Consultant. 8. Confidential Information and Intellectual Property. 1. Each party hereto shall maintain in strict confidence, and not use or disclose except pursuant to written instructions from the other party, any of such other party’s respective 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 such other party. 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 the disclosing party. 2. Either party 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 Secret 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. © Copyright 2012 Docstoc Inc. 3 9. "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 any party hereto in connection with the provisions of this Agreement, including (without limitation) annual and long-range business plans, marketing plans and methods or oral or written contact information. 10. In no event shall Consultant be liable to Client for Client’s failure to obtain a position or a position acceptable to Client. 11. 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. 12. 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. 13. 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 Client formed by Consultant for the purpose of providing such services. 14. The Client and Consultant are independent contractors. 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. 15. 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. Notwithstanding the foregoing, Client understands, acknowledges and agrees that Consultant may assist others with similar backgrounds to Client with career advice and/or job search services, and in so doing, such other persons may be competing with Client for similar or the same job or jobs. Consultant shall bear no liability for Client’s © Copyright 2012 Docstoc Inc. 4 failure to be offered an interview for any such job or any failure to obtain a job offer for any such job or jobs. Further, Consultant shall bear no liability for failure to recommend Client apply for any such job, even in the event Consultant recommends other clients with similar backgrounds to Client for such job or jobs. 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. 17. 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.] 18. 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 circumstances. 19. 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.] 20. 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. 21. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. 22. 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. © Copyright 2012 Docstoc Inc. 5 23. 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. 24. 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. 25. 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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