This is an agreement between a consultant and a company for tourism consultation
services. This agreement can be customized to specify the duties of the consultant, the
length of the agreement, the compensation rate, and the territory the services will be
rendered. In addition, the consultant must specify the number of days they will devote
their time to serving the company under this agreement. This agreement can be used
by small businesses that want to hire a tourism consultant, or by small businesses that
offer tourism consultation and want to provide their clients with a clear agreement.
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the ___ day of _____, 20__, [Instruction: Insert date.] by and among _____
[Instruction: Insert entity name.], a _____ [Instruction: Insert entity formation
information.] ("Company"), and _____ [Instruction: Insert consultant’s name.]
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
WHEREAS, the 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
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 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 increased tourism marketing strategy.]
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
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
4. For all services that Consultant renders to the Company, the 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. [Instruction: Insert applicable payment agreement, including any
revision to the hours/days of services.] 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.
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5. [Optional: If expenses are to be paid, same should be carefully set forth in
this paragraph.] 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 advertising materials and programs, including,
without limitation, typography, engraving, printing, photographs, artwork,
comprehensive layouts, paste-ups, mechanicals, photo boards, research, film,
video tapes, editing, musical compositions and arrangements, radio and television
programs and facilities, 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 account.
6. The parties hereto agree this Agreement is for consulting services within _____.
[Instruction: Insert geographical region, for example, the State of New York.]
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
7. Any material or ideas prepared or submitted to Company, which Company has
chosen not to produce will remain Consultant’s property (regardless of whether
the physical embodiment of creative work is in your possession in the form of
copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other
clients for their use.
8. All plans, drawings, specifications, software, designs, reports, data or similar
information produced by or for Company pursuant to this Agreement shall
become the property of Company. Consultant may retain a copy of any of same
for business use, however, written consent must be provided by Company prior to
any future disclosure of same. Such written consent shall be in Company’s sole
discretion and may be unreasonably withheld.
9. 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.
10. 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
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promptly notify Company in writing of such claim or suit and Company shall
have the right to fully control the defense and any settlement of the claim or suit.
11. Consultant shall not bear any liability for failure to consider or otherwise project
marketing or other strategies to achieve the tourism objectives set forth in this
Agreement whether or not Consultant knows of or has reason to know of any such
marketing or other strategies.
12. Consultant makes no representations or warranties with respect to whether or not
Client will achieve the tourism objectives set forth herein, notwithstanding that
any other client of Consultant may achieve such objectives. Consultant shall bear
no liability for failure of Client to actually achieve such objectives.
13. 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.
14. 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.
15. The rights and obligations of the Company under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of the
Company. The rights, obligations and duties of Consultant hereunder may not be
assigned or delegated without the Company's prior written consent except that
Consultant may assign its interest to a company formed by Consultant for the
purpose of providing such services.
16. The Company 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.
17. The Consultant represents and warrants to the Company 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.
18. 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 Company for any governmental authority with respect to the
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19. Pursuant to this Agreement, Consultant shall have no right to receive any
Company employee benefits including, but not limited to, health and accident
insurance, life insurance, sick leave and/or vacation.
20. The Consultant acknowledges and agrees that it shall be solely responsible to pay
any and all incomes taxes on any moneys earned from Company while
performing services contemplated under this Agreement. The Consultant further
acknowledges that the Company will not at any time withhold any taxes from the
Company’s payments to the Consultant under this Agreement for the purposes of
income tax or any other applicable taxes.
21. 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 Company:
[Instruction: Insert Company notice information here.]
If to the Consultant:
[Instruction: Insert Consultant notice information here.]
22. 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
23. 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.
24. 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.
25. The pronouns used herein shall include, where appropriate, either gender or both,
singular and plural.
26. The terms of this Agreement are confidential and no press release or other written
or oral disclosure of any nature regarding the terms of this Agreement shall be
made by either party without the other party’s prior written approval; however,
approval for such disclosure shall be deemed given to the extent such disclosure is
required to comply with governmental rules or a valid court order.
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27. 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
28. 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.
29. 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.
30. 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 Company signature block]
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