Docstoc
EXCLUSIVE OFFER FOR DOCSTOC USERS
Try the all-new QuickBooks Online for FREE.  No credit card required.

Information Technology Consulting Agreement

Document Sample
Information Technology Consulting Agreement Powered By Docstoc
					This Information Technology Consulting Agreement sets forth a template contract to be
entered into between a consultant and a company for the provision of information
technology consulting services. This document in its draft form contains numerous of
the standard clauses commonly used in these types of agreements, as well as optional
language to allow for customization to ensure the specific terms of the parties’
agreement are addressed. This form is for use by an individual consultant when
providing services, by a company when hiring consultants, 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.]
(“Company”), and _____ [Instruction: Insert consultant’s name.] (“Consultant”).
                                        WITNESSETH:
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 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 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. Company shall retain Consultant as set forth in this Agreement with respect to _____
      [Instruction: Insert what Consultant will do for Company.].
   3. Consultant will provide software design, planning and development services to Client
      [Instruction: Revise as necessary to reflect broad details of what Consultant will do.]
      Consultant, in its sole discretion, may retain the services of a qualified _____
      [Instruction: Insert any additional services which Consultant may retain to perform
      services.] firm to assist with or to provide the required services. [Comment: Parties
      should state here who will pay for additional required services.]
   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 _____. This Agreement can be extended by mutual consent of the
      parties hereto upon the same terms and conditions for a period of time as agreed upon by
      the parties. [Instruction: Insert termination date. Typically, these type of agreements
      last 12 months and then are renewed, so that any changes may be made to fees, etc.].
   5. For all services that Consultant renders to Company or any of its subsidiaries or affiliates
      during the term hereof, Company will pay Consultant $_____ per hour. 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 paid.



© Copyright 2013 Docstoc Inc.                                                            2
   6. Client shall pay Consultant the sum of ___________________ ($___.00) [Instruction:
      Insert amount.] per hour for travel time when such travel is authorized by Client. Travel
      time includes all time spent between departure from origination and arrival at destination,
      inbound and outbound, minus any time therein during which billable services are
      performed.
   7. Client shall pay all expenses reasonably incurred by Consultant in the course of
      performing services under this Agreement, as mutually agreed upon in advance by the
      parties hereto.
   8. Consultant shall present an invoice to Client each month for services performed, travel
      time, and expenses. Payment shall be due in full within thirty (30) days of the date of the
      invoice.
   9. The parties hereto agree this Agreement is for consulting services within _____.
      [Instruction: Insert geographical region, for example, the United States.] Any
      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.
   10. Confidential Information and Intellectual Property.
          A. Consultant shall maintain in strict confidence, and not use or disclose except
             pursuant to written instructions from Company, any Company 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 Company’s Confidential Business Information and Intellectual Property
             rights, “Company” shall include Company and all of its direct and indirect
             subsidiaries and any predecessors of Company. [Comment: Parties may wish to
             consider include predecessors of Company’s direct and indirect subsidiaries
             for fuller protection. Consideration should also be taken with respect to
             inclusion of any assigns of any of the above.]
          B. Consultant shall maintain in strict confidence and, except as necessary to perform
             his duties hereunder, not to use or disclose any Company 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.
          C. 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
             Company pursuant to the notice provisions of this Agreement in sufficient time to
             allow Company to seek an appropriate protective order.



© Copyright 2013 Docstoc Inc.                                                            3
   11. “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
       Company, including (without limitation) oral and written information concerning
       Company'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, any data stored on Company
       hard-drives or other similar technology 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 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 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 cons
				
DOCUMENT INFO
Shared By:
Tags:
Stats:
views:2864
posted:6/1/2012
language:English
pages:8
Description: This Information Technology Consulting Agreement sets forth a template contract to be entered into between a consultant and a company for the provision of information technology consulting services.  This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties’ agreement are addressed.  This form is for use by an individual consultant when providing services, by a company when hiring consultants, or legal counsel to either of these parties.
Customize This Document Instantly download your personalized document Guided Fill-in-the-Blank Process