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CONSULTING AGREEMENT This Agreement is made effective as of CURRENT DATE, by and between Bare Beans, of 12 Charles Drive, Canton, Massachusetts 02021, and Consultant, of YOUR NAME, YOUR ADDRESS. In this Agreement, the party who is contracting to receive services shall be referred to as "Bare Beans", and the party who will be providing the services shall be referred to as "Consultant". Consultant has a background in sales and is willing to provide services to Bare Beans based on this background. Bare Beans desires to have services provided by Consultant. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Beginning on DATE, Consultant will provide the following services (collectively, the "Services"): Direct selling of Bare Beans' products through home parties. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Bare Beans will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement. 3. COMMISSION PAYMENTS. Bare Beans will make commission payments to Consultant based on a percentage of sales as outlined in Schedule A. For the purposes of this Agreement, sales as outlined in Schedule A means The Consultant will earn a percentage of sales based on commissionable sales only as outlined in Schedule A. This Schedule is subject to change at any time. 4. EXPENSE REIMBURSEMENT. Consultant shall be entitled to reimbursement from Bare Beans for the following "out-of-pocket" expenses: Expenses that are explicitly stated as reimbursable prior to date incurred.. 5. SUPPORT SERVICES. Bare Beans will provide the following support services for the benefit of Consultant: Consultants will be provided with sales support. 6. NEW PROJECT APPROVAL. Consultant and Bare Beans recognize that Consultant's Services will include working on various projects for Bare Beans. Consultant shall obtain the approval of Bare Beans prior to the commencement of a new project. 7. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party. 8. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor with respect to Bare Beans, and not an employee of Bare Beans. Bare Beans will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant. 9. DISCLOSURE. Consultant is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Bare Beans. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to: - a product or product line of Bare Beans - a manufacturing process of Bare Beans - any activity that Consultant may be involved with on behalf of Bare Beans 10. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless Bare Beans from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Bare Beans that result from the acts or omissions of Consultant, Consultant's employees, if any, and Consultant's agents. 11. ASSIGNMENT. Consultant's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Bare Beans. 12. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"): a. Consultant's Intellectual Property. Consultant does not personally hold any interest in any Intellectual Property. b. Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant (or Consultant's employees, if any) during the term of this Agreement shall be the property of Bare Beans. Consultant shall sign all documents necessary to perfect the rights of Bare Beans in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, Consultant shall sign all documents necessary to assign the rights to such Intellectual Property to Bare Beans. 13. CONFIDENTIALITY. Bare Beans recognizes that Consultant has and will have the following information: - inventions - machinery - costs - discounts - business affairs and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Bare Beans and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Information for Consultant's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Bare Beans. Consultant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement. 14. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Consultant has disclosed (or has threatened to disclose) Information in violation of this Agreement, Bare Beans shall be entitled to an injunction to restrain Consultant from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Bare Beans shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. 15. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement. 16. RETURN OF RECORDS. Upon termination of this Agreement, Consultant shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Consultant's possession or under Consultant's control and that are Bare Beans's property or relate to Bare Beans's business. 17. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: IF for Bare Beans: Bare Beans Nicole Fellini President 12 Charles Drive Canton, Massachusetts 02021 IF for Consultant: Consultant Nicole Fellini President TBD TBD, Massachusetts TBD Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above. 18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. 19. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. 20. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 21. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. 22. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Massachusetts. Party receiving services: Bare Beans By:____________________________________________________ Nicole Fellini President Party providing services: Consultant By:____________________________________________________ Schedule A: Sales Commissions Level Monthly Team Commission Signup Team Sales Rate Bonus Bonus Consultant 0-500 15% $25 BB 500 3 20% $25 2% Consultant BB Star 1,000 3 25% $25 3% Consultant This schedule is subject to change at any time. Monthly Sales: Includes all party sales of commissionable products only. Signup Bonus: Receive a $25 bonus for signing up another consultant after (1) qualifying party. Qualifying Party: $250 or more of commissionable products Team Bonus: Your team (consultants and those you have signed up- minimum of three) will earn a 3% bonus at the end of each month based on the wholesale value (sales less 25%) of the month’s commissionable sales. This will be disbursed based on level.
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