Editorial Consultant Agreement


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									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
                         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").
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
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
   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
                   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
   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
   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.


[Instruction: Insert Client signature block]

© Copyright 2012 Docstoc Inc.                                                  7

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