This is an agreement between a consultant and a company for venture capital
consultation services. This agreement can be customized to provide for the specific
duties of the consultant. These duties can include determining appropriate individuals
or entities for investment capital and developing a procedure implemented by the
company to approach such individuals or entities. Additionally, this document includes
the length of the agreement as well as providing compensation details. This agreement
should be used by small businesses or other entities that want to engage the services of
a consultant to attract venture capitalists.
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 targeting and
approaching appropriate capital investors for companies seeking capital investments
[Instruction: Insert area of expertise.]; and
WHEREAS, 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
1. Consultant shall furnish 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. Consultant will _____ [Instruction: Insert broad details of what Consultant will do,
e.g., assist Company in determining appropriate individuals or entities for
investment capital and develop plan to be implemented by Company to approach
such individuals or entities.]
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 Company during the term hereof, Company
will pay Consultant $_____. [Instruction: Insert applicable payment agreement,
including any revision to the hours/days of services. Please note that this type of
agreement is usually performed with Company stock as payment. If same is to be
the payment method, revise accordingly, and delete reference to late payments.]
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.
5. [Optional: If expenses are to be paid, same should be carefully set forth in this
paragraph.] 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.
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6. Confidential Information and Intellectual Property.
a. Consultant shall maintain in strict confidence, and not use or disclose except
pursuant to written instructions from 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 Company and all of its direct and indirect
subsidiaries and any predecessors of 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.]
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 Company to seek an appropriate protective order.
7. “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
Company, including (without limitation) oral and written information concerning
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 Company.
Consultant, at Company's request and sole expense, will assign to Company in perpetuity
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all proprietary rights that he may have in such works of authorship. Such assignment
shall be done by documents as prepared by Company. Should Company elect to register
claims of copyright to any such works of authorship, Consultant will, at the expense of
Company, do such things, sign such documents and provide such reasonable cooperation
as is necessary for 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 Company without the express, prior written consent of Company
regarding each use, except as otherwise set forth herein.
8. Any material or ideas prepared or submitted to Company, which Company has chosen
not to produce will remain Consultant’s property (regardless of whether the physical
embodiment of creative work is in your possession in the form of copy, artwork, plates,
recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided
that such submission or use does not involve the release of any Confidential Business
Information. For purposes hereof, “produce” shall be defined as any material which is
created in tangible form pursuant to a signed production estimate.
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 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 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
Company will not at any time constitute a defense to the enforcement by
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.
9. 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 b