Sales Consulting Agreement

					This is an agreement between a consultant and a company for sales consultation
services. This agreement can be customized to include the specific duties the
consultant will undertake for the company. In addition, this agreement specifies the
length of the agreement, the compensation rate, and the region the services will be
rendered. This document contains numerous standard provisions that are commonly
included in these types of agreements, and may be customized to fit the specific needs
of the contracting parties. This agreement can be used by individuals or small
businesses that want to enter into an agreement for sales consultation services in order
to boost the company’s revenues.
                          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").
WHEREAS, Consultant is recognized as an independent sales consultant; 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 to the best of his ability, and in compliance with all applicable
        laws, and the terms and conditions set forth herein, perform the duties required of
        a Company sales consultant conscientiously and devote reasonable efforts and
        abilities to such duties during the term of this Agreement. At all times,
        Consultant shall conduct business so as to maintain and increase the Company’s
        goodwill and reputation, and in full compliance with the provisions of this
        Agreement and all policies, procedures, and guidelines that we may issue from
        time to time (“Policies & Procedures”). Consultant understands that this
        Agreement incorporates the Policies & Procedures by reference, as if same were
        fully set forth herein, and that Company may amend this Agreement (including
        such Policies & Procedures) at any time in our sole discretion, provided that
        Company will not amend any provisions for compensation to Consultant
        retroactively (but may amend the terms, methods and procedures for your
        compensation prospectively).
   2. Company shall retain Consultant as set forth in this Agreement with respect to the
      sale [Instruction: Insert what Consultant will do for Company.] of Company’s
      _____ [Instruction: Insert Company’s products and services to be
      advertised.] (“Products and Services”).
   3. The Consultant will _____ [Instruction: Insert broad details of what
      consultant will do, e.g., develop marketing strategy.] Consultant, in its sole
      discretion, may retain the services of a qualified workforce to perform such
      services, at Consultant’s sole cost and expense. In such instance, Consultant shall
      bear sole responsibility and liability to ensure any such workforce is properly
      trained and 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

© Copyright 2012 Docstoc Inc.                                                             2
      termination date.]. This Agreement may be extended and/or renewed in
      accordance with the Policies and Procedures.
   5. For all services that Consultant renders to the Company during the term hereof
      (including any extension and/or renewal), the Company will pay Consultant
      $_____. [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
   6. [Optional language, which may be revised to reflect actual agreement between
      the parties. Consultant shall pay all third party charges incurred in providing
      the services hereunder, as well as all travel fees.]
   7. Consultant shall provide Company with any and all orders obtained (on forms
      provided by Company) in accordance with the Policies and Procedures.
      Company shall be responsible for obtaining payment for any and all such orders.
      Company shall pay Consultant the fees due hereunder as set forth in the Policies
      and Procedures, notwithstanding that Company may not fully collect on such
      orders. [Comment: If Consultant is responsible for obtaining payment, set
      forth the same here, along with procedures for same, including turning such
      moneys over to Company. Revise remaining language as necessary to reflect
      agreement between the parties.]
   8. The parties hereto agree this Agreement is for consulting services within _____.
      [Instruction: Insert geographical region, for example, the United States.] 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 Agreement.
      [Comment: If Consultant is prohibited from providing services outside this
      area, as in exclusive sales territory situations, same should be set forth here
   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.
             Also, care should be taken to consider whether or not Consultant

© Copyright 2012 Docstoc Inc.                                                            3
              must disclose any such information in order to sell any Company
              product pursuant to this Agreement.]

          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
             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.
          d. Consultant shall be permitted a non-exclusive license to utilize Company’s
             logo, trademark or other intellectual property in performing its duties
             hereunder. Such license shall terminate upon the termination of this
   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, 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

© Copyright 2012 Docstoc Inc.                                                            4
      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.
                  a. In the event Consultant shall violate or threaten to violate the
                     Confidential Business Information and Intellectual Property
                     provisions of this Agreement, damages at law will be an
                     insufficient remedy and the Company 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 Company and
                     no bond or security will be required in connection with such
                     equitable relief.
                  b. The existence of any claim or cause of action that Consultant may
                     have against the Company will not at any time constitute a defense
                     to the enforcement by the Company 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
   11. 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.
   12. 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
       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.
   13. Optional language. Care should be taken when making a determination of
       inclusion, considering that independent sales consultants often perform these
       services part time or less than part time, and may at times take long hiatus in
       providing services: This Agreement shall terminate in the event Consultant

© Copyright 2012 Docstoc Inc.                                                              5
      voluntarily ceases performing his/her duties and such cessation continues for
      a period of more than thirty (30) days after notice from Company, if
      Consultant becomes physically or mentally unable to perform his/her duties.
      In such event, the termination date shall be deemed to be the date on which
      such services ceased to be performed, and compensation shall be paid
      through such termination date. Thereafter, Consultant shall have no right to
      any compensation derived from any of Consultant’s personnel or personal
      group sales or activities. In the event of your death, the Agreement will
      terminate, and compensation that you earned hereunder through the end of
      the month of your death will be paid to your estate. Thereafter, your estate
      will have no rights to your personal group or to any compensation derived
      from the sales and other activities of your personal group, nor to any other
      rights that may be lost upon your death as set forth in the Policies &
   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 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.
   17. 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. [Comment: Parties
       may wish to consider whether or not this Agreement shall be exclusive on the
       part of Consultant, and whether or not that exclusivity is territorial.] Neither
       party is, nor shall claim to be, a legal agent, representative, partner or employee of
       the other (except as necessary to perform the services hereunder), and neither
       shall have the right or authority to contract in the name of the other nor shall it
       assume or create any obligations (other than on the part of Company to
       reasonably perform on its obligation to provide supply to fulfill any order
       Consultant may obtain from customers), debts, accounts or liabilities for the other.
   18. 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

© Copyright 2012 Docstoc Inc.                                                               6
      any policies or procedures of any other person or entity for which he/she performs
      services concurrently with those performed herein.
   19. 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
       Company’s business.
   20. 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.
   21. 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. Notwithstanding the foregoing,
       Company shall bear all liability and responsibility for submission of applicable
       documentation and payment of any and all applicable taxes due and owing as a
       result of any sales of products generated by Consultant in performing the services
   22. [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 Company acknowledges that this Agreement
       was prepared by counsel for the Consultant and that it may contain terms
       and conditions onerous to Company. The Company 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.
   23. 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.]

© Copyright 2012 Docstoc Inc.                                                             7
   24. 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
   25. 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.]
   26. 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.
   27. The pronouns used herein shall include, where appropriate, either gender or both,
       singular and plural.
   28. 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.
   29. 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
   30. 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.
   31. 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.
   32. 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.

© Copyright 2012 Docstoc Inc.                                                                8

[Instruction: Insert Company signature block.]

© Copyright 2012 Docstoc Inc.                    9

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Description: This is an agreement between a consultant and a company for sales consultation services. This agreement can be customized to include the specific duties the consultant will undertake for the company. In addition, this agreement specifies the length of the agreement, the compensation rate, and the region the services will be rendered. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement can be used by individuals or small businesses that want to enter into an agreement for sales consultation services in order to boost the company’s revenues.
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