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Software Training Consultant Agreement

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Software Training Consultant Agreement Powered By Docstoc
					This is an agreement between a software consultant and a company for training
services. The consultant agrees to train the company’s employees on how to properly
use the software in return for a fee. This document provides that if the company finds
any of the consultants to be unacceptable, they can have the consultant changed. This
agreement should be entered into between small businesses and other entities that
want to provide software training services to their employees.
                         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 training persons with
respect to certain software developed, installed or utilized by Company; 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., conduct training of all Company personnel on XYZ
      program.]. Consultant will provide adequate staff to render the services as set
      forth in this Agreement. In the event that any Consultant staff member(s) is found
      to be unacceptable to Company, Company shall notify Consultant of such fact and
      Consultant shall work with Company to resolve the problem including removal of
      such staff member(s) and providing a replacement acceptable to Company.
   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. Consultant shall determine the time, place, method, details, and means of
      performing the services. Customer agrees to furnish any facilities, personnel and
      equipment necessary to facilitate Consultant's providing the services.
   5. 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 $_____,
      payable within thirty calendar days of an 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


© Copyright 2012 Docstoc Inc.                                                             2
      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.
   6. Company shall designate a project manager, who shall act as a liaison between
      Consultant and Company, and shall advise Consultant from time to time of the
      name and contact information of such person.
   7. The parties acknowledge that Company and Consultant each own valuable trade
      secrets, and other confidential information. Such information may include
      software code, routines, data, know-how, designs, inventions and other tangible
      and intangible items. Any or all such information, independently and/or
      collectively, owned by either of the parties is defined as “Confidential
      Information”. This provision does not apply to Confidential Information that is 1)
      in the public domain through no fault of the receiving party, 2) was independently
      developed as shown by documentation, 3) is disclosed to others without similar
      restrictions, or 4) was already known by the receiving party. The parties agree
      that they will not, at any time during or after the term of this Agreement, disclose
      any Confidential Information to any person, and that upon termination of this
      Agreement, each party will return any tangible representation of Confidential
      Information that belongs to the other party. All services provided under this
      agreement and all materials, products, inventions, works, and deliverables
      developed or prepared by Consultant under this Agreement are the property of
      Consultant and all title and interest therein shall vest in Consultant. These rights
      include patent rights, copyright, derivative rights, trade secrets, and trademarks.
      All intellectual property owned by Customer shall belong to Customer.
      Consultant grants Customer a non-exclusive, worldwide, perpetual, royalty free
      license to make, use, or sublicense any of Consultant's intellectual property
      developed or prepared under this Agreement.
                  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
                     action.



© Copyright 2012 Docstoc Inc.                                                           3
   8. 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.
   9. 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.
   10. Consultant warrants that each of its employees assigned to perform services under
       this agreement shall have the proper skill, training and background to perform in a
       competent and professional manner. Company acknowledges that the services
       include unknown and unforeseen problems and Consultant shall attempt to solve
       such problems. Company acknowledges that Consultant does not warrant that
       there will be a satisfactory solution to all problems. COMPANY AGREES
       THAT CONSULTANT WARRANTS ITS SERVICES 'AS IS' AND THAT
       CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
       IMPLIED.
   11. 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 notic
				
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Description: This is an agreement between a software consultant and a company for training services. The consultant agrees to train the company’s employees on how to properly use the software in return for a fee. This document provides that if the company finds any of the consultants to be unacceptable, they can have the consultant changed. This agreement should be entered into between small businesses and other entities that want to provide software training services to their employees.