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Organizational Consultant Agreement

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Organizational 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 organizational consulting services. The draft form
contains numerous comments and optional language to ensure many common issues
between parties are addressed. This form is for use by an individual consultant when
providing services, or 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 organizational
consulting and assisting companies with maximizing company profits and employee
productivity, among other things; 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 _____ [Instruction: Insert broad details of what
      consultant will do, e.g., review current company policy and staffing, assess
      company needs with respect to same and develop a plan to be implemented
      by Company to maximize profits and employee productivity.]
   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
      termination date.].
   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 $_____.
      The duties will be scheduled at mutually agreeable times; however, Consultant
      shall endeavor to meet with any necessary Company employees during normal
      business hours. [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.] Company shall pay all invoices within thirty (30) calendar days of
      receipt of any such invoice. 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. [Optional: If expenses are to be paid, same should be carefully set forth in
      this paragraph. See the remainder of the paragraph for sample expense
      language (this particular language is from an agreement for advertising
      services, but can be tailored to any other industry).] Company also agrees to
      pay Consultant’s fees for all third party charges incurred on Company’s behalf 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. 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. Notwithstanding the foregoing, Company shall
             provide a list of Company personnel with whom Consultant may discuss
             such Trade Secrets for purposes of providing the services hereunder.
             [Alternate language for previous sentence: Notwithstanding the
             foregoing, Consultant shall be permitted to communicate with any
             Company personnel (which for purposes of this sentence, shall include
             personnel of any of Company’s affiliates or subsidiaries) with respect
             to any Company Trade Secret or Confidential Business Information.]
             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.
          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


© Copyright 2012 Docstoc Inc.                                                             3
              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.
   7. "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, 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 set
      forth herein.
   8. Any material 
				
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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 organizational consulting services. The draft form contains numerous comments and optional language to ensure many common issues between parties are addressed. This form is for use by an individual consultant when providing services, or by a company when hiring consultants, or legal counsel to either of these parties.