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.
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”). WITNESSETH: 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 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.] 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 hereunder. 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 performed. 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 taxes. 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. _________________________ Consultant _________________________ [Instruction: Insert Company signature block.] © Copyright 2013 Docstoc Inc. 7
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