Social Media Consultant Agreement

VIEWS: 2,318 PAGES: 8

More Info
									This is an agreement between a consultant and a company or individual for social
media consultation services. The consultant is hired to provide the company with their
best advice, information, judgment, and knowledge pertaining to mass exposure on
social media websites. In addition, this agreement can be customized to include the
specific duties or services the consultant will provide. This agreement can be used by
small businesses or other entities that want to hire a consultant to help manage and
market their social media accounts.
                             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 having expertise in the area of social media relations
and consulting; 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
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
   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.] These tasks include, but are not limited to, assisting with
      the development of a social media strategy, coaching on best practices for leveraging
      social media technologies, and the development of tools and resources to measure
      success in using social media tools. The Consultant shall set his own general hours of
      work and shall provide his own workspace, office equipment and computer equipment to
      perform the services hereunder, the Company being interested only in Consultants timely
      and full completion of tasks assigned.
   2. The Consultant agrees to keep Company advised as to Consultant’s progress in
      performing the services hereunder and the Consultant will, as requested by the Company,
      prepare written reports with respect thereto. The time required to prepare any such
      written reports will be considered time devoted to the performance of the services
   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 ___________ ($___)
      dollars. Company shall pay such amount within thirty (30) calendar days of receipt of
      any invoice from 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
      changes.] Late payments by Company shall be subject to late penalty fees of

© Copyright 2013 Docstoc Inc.                                                              2
      ___________ (_____%) percent [Instruction: Insert number.] per month from the due
      date until the amount is paid.
   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. In view of the Consultant’s access to the Company's confidential information
      (“Confidential Information”), the Consultant further agrees that the Consultant will not,
      without Company's prior written consent, design, write, develop or otherwise create,
      directly or indirectly, any software or computer code that is similar in any way to that
      provided, developed, modified or otherwise tested and maintained under this Agreement
      for any third party during the term of this Agreement and for a period of two (2) years
      after the termination of this Agreement. Except as specifically authorized by the
      Company, the Consultant will not for two (2) years after the termination of this
      Agreement: (i) request or advise any supplier, customer or other person, firm,
      partnership, association, corporation or business organization, entity or enterprise having
      business dealings with the Company or any subsidiary or affiliate of the Company to
      withdraw, curtail or cancel such business dealings; or (ii) induce or attempt to influence
      any employee or consultant of the Company or any subsidiary or affiliate of the Company
      to terminate his or her employment or consulting relationship with the Company or such
      subsidiary or affiliate. “Confidential Information” means information in any form, not
      generally known to the public, disclosed to or acquired by the Consultant directly or
      indirectly from the Company or any clients, customers, business partners or affiliates of
      the Company during the term hereof, including, without limitation: (i) information
      relating to the research, developments, systems, operations, clients, customers, and
      business activities and business plans and planning of the Company; (ii) information
      received from any clients, customers, business partners or Affiliates of the Company; (iii)
      information specifically designated by the Company as confidential; and, (iv) information
      relating to the Company’s products, including software products, and all computer code
      relating to such products, and specifically to include all computer code disclosed to or
      developed by the Consultant during the term hereof. The Consultant agrees not, at any
      time, to disclose any Confidential Information to any person not an employee or
      recognized consultant of the Company, nor will the Consultant use Confidential
      Information for any purpose other than as required to perform his services hereunder.
      Further, the Consultant agrees not, at any time, or in any way, to take or reproduce
      Confidential Information unless required by the Company for the Consultant to perform
      services hereunder. The Consultant will, upon the termination hereof, return to the
      Company all Confidential Information in his possession or under his control whether
      such Confidential Information. The Consultant hereby acknowledge and agree that all
      original works of authorship, inventions, developments, improvements, or trade secrets,
      including computer code, which are or shall be created by the Consultant, solely or

© Copyright 2013 Docstoc Inc.                                                           3
      jointly with others, during the term of or within the scope of this engagement, whether
      protectable by copyright or patent, are/shall be “works made for hire” as that term is
      defined in the United States Copyright Act (17 U.S.C. Section 101), and shall be owned
      exclusively by the Company. Consultant shall promptly disclose to the Company, shall
      hold in trust for the sole right and benefit of the Company, and shall assign to the
      Company all his right, title and interest in and to, such works of authorship, inventions,
      developments, improvements, or trade secrets, including computer code. The Consultant
      hereby agrees to timely and fully cooperate with the Company, including providing
      signatures and testimony, to protect such works of authorship, inventions, developments,
      improvements, or trade secrets, including computer code, under applicable foreign and
      domestic patent and copyright laws, and from unauthorized use by third parties.
                  i. 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 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 __________ ($_____) dollars [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.
                  ii. 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 action.
   7. 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.
   8. 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.
   9. Optional language: This Agreement shall terminate in the event Consultant
      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

© Copyright 2013 Docstoc Inc.                                                             4
      termination date shall be deemed to be the date on which such services ceased to be
   10. 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.
   11. 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.
   12. 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.
   13. 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. 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.
   14. 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 any policies or procedures of any
       other person or entity for which he/she performs services concurrently with those
       performed herein.
   15. 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.
   16. 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.
   17. 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
   18. [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

© Copyright 2013 Docstoc Inc.                                                             5
      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.
   19. 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.]
   20. 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.
   21. 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.]
   22. 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.
   23. The pronouns used herein shall include, where appropriate, either gender or both,
       singular and plural.
   24. 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.

© Copyright 2013 Docstoc Inc.                                                             6
   25. 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.
   26. 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.
   27. 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.
   28. 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.


[Instruction: Insert Company signature block.]

© Copyright 2013 Docstoc Inc.                                                           7

To top