This document sets forth a template contract to be entered into between a consultant
and a company for the provision of human resources consulting services. The draft
form contains numerous comments and optional language to ensure that many common
issues between the parties are addressed. This agreement is designed for use by an
individual consultant when providing services, or by a company when hiring a
consultant, or legal counsel to either of these parties.
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.]
(“Company”), and _____ [Instruction: Insert consultant’s name.] (“Consultant”).
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.]; and
WHEREAS, Company 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
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
1. Consultant shall furnish Company 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. The Consultant will _____ [Instruction: Insert broad details of what consultant will
do, e.g., develop Company’s application and hire process, review and revise
3. 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.].
4. For all services that Consultant renders to Company or any of its subsidiaries or affiliates
during the term hereof, Company will pay Consultant a retainer of $_____ per month,
payable on the first day of the month. If this agreement terminates on a date other than the
first of a month, a prorated share of the minimum fee will be due for the final month.
Consultant agrees that during the term he/she will devote up to ____ (__) days per month
to his/her Duties. Company 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. Parties
may also wish to consider whether or not such payment includes work for any of
Company’s subsidiaries or affiliates, or just Company and make necessary
appropriate changes.] Late payments by Company shall be subject to late penalty fees
of _____% [Instruction: insert number] per month from the due date until the amount is
5. [Optional: If expenses are to be paid, they should be carefully set forth in this
paragraph. See the remainder of the paragraph for sample expense language,
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which may be tailored to the specifics anticipated by Consultant and/or Company.]
Company also agrees to pay Consultant’s fees for all third party charges incurred on
Company’s behalf for the production and purchase of items including but not limited to
typography, engraving, printing, photographs, artwork, comprehensive layouts, paste-ups,
mechanicals, photo boards, research, film, video tapes, editing, talent, props, scenery,
sound and lighting effects, rights, royalties, producers' or packagers' fees, at our net cost.
Company shall reimburse Consultant for all travel expenses, including but not limited to
hotels, meals, etc., in connection with servicing Company’s account. Such
reimbursement shall not be limited to the above, and may include special services and
charges originated on Company’s behalf by Consultant, incurred in servicing Company’s
6. The parties hereto agree this Agreement is for consulting services within _____.
[Instruction: Insert geographical region, for example, the United States. This
language will be particularly useful if Company has more than one location.
Otherwise, it may be tailored to state the specific location at which Consultant will
perform services.] Any material to be created by Consultant or services to be performed
by Consultant on Company’s behalf for any area outside the foregoing shall be pursuant
to a separate agreement, or a modification or amendment of this Agreement.
7. Consultant shall make reasonable efforts to inform Company of changes in human
resources law or regulation applicable to this Agreement, and shall notify Company in the
event any of Company’s practices shall become illegal during the term of this Agreement.
Consultant shall not be required to knowingly perform any services hereunder which are
or become illegal during the term of this Agreement. Any such failure to perform such
illegal Outsourced Services by Consultant shall not be considered a breach or default
hereunder and shall not give rise to a right of termination for cause by Company.
8. Except as required in the performance of its obligations under this Agreement or with the
prior written authorization of Company, Consultant (including for purposes hereof, its
employees, agents, representatives, consultants and contractors) shall not directly or
indirectly use, disclose, disseminate or otherwise reveal any confidential information,
including but not limited to information regarding Company personnel, and shall
maintain confidential information in confidence for a period of five (5) years from the
date of termination or expiration of this Agreement, for whatever reason. Upon
termination or expiration of this Agreement for any reason whatsoever, Company and
Consultant shall leave with or return to the other all documents, records, notebooks,
computer files, and similar repositories or materials containing confidential information
of the other party and such other party's affiliates, including any and all copies thereof.
9. All original works of authorship resulting from Consultant’s performance of his duties
hereunder, including any employment manual compiled or written by Consultant, if any,
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 Company. Consultant,
at Company's request and sole expense, will assign to Company in perpetuity all
proprietary rights that he may have in such works of authorship. Such assignment shall
be done by documents as prepared by Company. Should Company elect to register
claims of copyright to any such works of authorship, Consultant will, at the expense of
Company, do such things, sign such documents and provide such reasonable cooperation
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as is necessary for Company 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 Company without the express, prior written consent of Company
regarding each use, except as otherwise set forth herein.
A. In the event Consultant shall violate or threaten to violate the
confidentiality or intellectual property provisions of this Agreement,
damages at law will be an insufficient remedy and Company 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 Company and no bond or
security will be required in connection with such equitable relief.
B. The existence of any claim or cause of action that Consultant may have
against Company will not at any time constitute a defense to the
enforcement by Company 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.
10. Consultant shall at all times refer to Company and its operating units, if any, in terms that
further its business objectives. Consultant shall not at any time refer to Company or its
operating units, if any, in a manner that damages Company's position in the marketplace.
Any such reference shall be deemed a material breach of this Agreement.
11. In no event shall Consultant be liable to Company for Company’s lost profits, or special,
incidental or consequential damages (even if Consultant has been advised of the
possibility of such damages). Consultant's total liability under this Agreement for
damages, costs and expenses, regardless of cause, shall not exceed the total amount of
fees paid to Consultant by Company under this Agreement. Company shall indemnify
Consultant against all claims, liabilities and costs, including reasonable attorney fees, of
defending any third party claim or suit, other than for infringement of intellectual
property rights, arising out of or in connection with Company’s performance under this
Agreement. Consultant shall promptly notify Company in writing of such claim or suit
and Company shall have the right to fully control the defens