This document sets forth an agreement between a consultant and a client for the provision of editorial consulting services. It contains the material terms and conditions of the agreement including the scope of services to be provided, the term of the agreement and payment details. The draft form includes numerous standard provisions and optional language to ensure many common issues between parties are addressed. This agreement should be used when a company engages the services of an editorial consultant.
This document sets forth an agreement between a consultant and a client for the provision of editorial consulting services. It contains the material terms and conditions of the agreement including the scope of services to be provided, the term of the agreement and payment details. The draft form includes numerous standard provisions and optional language to ensure many common issues between parties are addressed. This agreement should be used when a company engages the services of an editorial consultant. 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. If Client is an entity, insert entity state and formation information also.] ("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.] of Client’s _____ [Instruction: Insert Client’s products and services to be advertised.] (“Products and Services”). [Comment: This paragraph should be retained in the event Consultant will be providing broad editorial consulting for a Company, e.g., assisting in developing new multi-platform content and publications. Otherwise, it may be deleted.] 3. The Consultant will _____ [Instruction: Insert broad details of what consultant will do, e.g., assess and provide comments to written content.] Consultant, in its sole discretion, may retain the services of a qualified _____ 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 during the term hereof, the Client will pay Consultant $_____. Consultant agrees that during the term he/she will devote up to ____ (__) hours per month to his/her Duties. The Client will periodically provide the Consultant with any written content to be edited. The duties will be scheduled on an as-needed basis. [Instruction: Insert applicable payment agreement, including any revision to the hours/days of services.] © Copyright 2012 Docstoc Inc. 2 Payment shall be made within thirty (30) calendar days of the date of the invoice. Late payments by Client shall be subject to late penalty fees of _____% [Instruction: Insert number.] per month from the due date until the amount is paid. 6. Consultant shall provide its own office space and sufficient staff and equipment (including but not limited to any necessary internet, telephone or facsimile equipment) necessary to perform the services hereunder. [Comment: This paragraph may be revised as necessary to set forth the applicable agreement between the parties.] 7. Client shall pay Consultant the sum of ___________________ ($___.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. 8. 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. 9. Consultant shall present an invoice to Client each month for services performed, travel time, and expenses. Payment shall be due in full within 30 days of the date of the invoice. 10. 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. [Optional language in event Consultant is permitted to provide services via internet or otherwise telecommute: Notwithstanding the foregoing, Consultant may perform the services hereunder in a region outside that set forth herein, and same shall not require a separate agreement, or modification or amendment hereto.] 11. Except as required in the performance of its obligations under this Agreement or with the prior written authorization of the Client, 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 any manuscript or other written material of Client. Upon termination or expiration of this Agreement for any reason whatsoever, Client 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. 12. Any material or ideas prepared or submitted to Consultant, will remain Client’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 Consultant shall make no claim of authorship regarding same [Comment: This language should be reviewed based upon the actual agreement of the © Copyright 2012 Docstoc Inc. 3 parties and may be revised to reflect any alternate arrangement, including whether or not Consultant should receive editorial credit for work performed.]. 1. In the event Consultant shall violate or threaten to violate the confidential information and intellectual property provisions of this Agreement, damages at law will be an insufficient remedy and the Client 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 the Client 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 Consultant may have against the Client will not at any time constitute a defense to the enforcement by the Client 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. 13. In no event shall Consultant be liable to Client for Client’s lost profits, or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages). Further, Consultant shall bear no liability for the failure of any work of Client to be published or otherwise accepted for publication. 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 Client under this Agreement. Client 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 Client’s performance under this Agreement. Consultant shall promptly notify Client in writing of such claim or suit and Client shall have the right to fully control the defense and any settlement of the claim or suit. 14. 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. 15. 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. 16. 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. © Copyright 2012 Docstoc Inc. 4 17. 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. 18. 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. 19. [Optional language if Client is a corporate entity.] 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. 20. 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. 21. [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. 22. 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: © Copyright 2012 Docstoc Inc. 5 If to the Client: [Instruction: Insert Client notice information here.] If to the Consultant: [Instruction: Insert Consultant notice information here.] 23. 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. 24. 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.] 25. 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. 26. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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. © Copyright 2012 Docstoc Inc. 6 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. 7
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