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.
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
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
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
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
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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
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
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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
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 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.
12. 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.
13. 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.
14. 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.
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15. 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.
16. 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.
17. 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
18. 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.
19. 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.
20. [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.
21. 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
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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.]
22. 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
23. 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.]
24. 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.
25. The pronouns used herein shall include, where appropriate, either gender or both,
singular and plural.
26. 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.
27. 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
28. 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.
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29. 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.
30. 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.]
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