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Information Technology Safety Consultant Agreement

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Information Technology Safety Consultant Agreement Powered By Docstoc
					This document sets forth the template contract to be entered into between a consultant
and a company for the provision of information technology security 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 having expertise in the area of information
technology (“IT”) security; and
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
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 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 provide review and assessment of Company’s current
      security formats and design and implement new IT security as necessary.
      [Instruction: Revise as necessary to reflect broad details of what Consultant
      will do.]
   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 _____. 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.].
   4. For all services that Consultant renders to the Company or any of its subsidiaries
      or affiliates during the term hereof, the 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 2012 Docstoc Inc.                                                             2
   5. 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.
   6. 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.
   7. 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.
   8. 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. Notwithstanding the foregoing, so long as
      Consultant may perform its services hereunder in a secure manner, Consultant
      need not be located in the foregoing area when performing any services
      hereunder.
   9. Confidential Information and Intellectual Property.
          a. Consultant shall maintain in strict confidence, and not use or disclose
             except pursuant to written instructions from the 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 the Company and all of its direct and indirect
             subsidiaries and any predecessors of the 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.




© Copyright 2012 Docstoc Inc.                                                            3
          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 the Company to seek an
             appropriate protective order.
   10. "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 the Company, including (without
       limitation) oral and written information concerning the 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
       the Company. Consultant, at the Company's request and sole expense, will assign
       to the 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
       the Company. Should the Company elect to register claims of copyright to any
       such works of authorship, Consultant will, at the expense of the Company, do
       such things, sign such documents and provide such reasonable cooperation as is
       necessary for the 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 the Company without the express, prior
       written consent of the Company regarding each use, except as otherwise s
				
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Description: This document sets forth the template contract to be entered into between a consultant and a company for the provision of information technology security 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.