This Business Consultant Agreement is between a Business Consultant, and a person or entity seeking the Business Consultant's services. A Business Consultant is a professional who analyzes businesses, creates solutions to problems, and helps businesses develop efficient plans for meeting their goals. This form contains standard terms and language that is used in this type of agreement, however, optional terms and language may be added to ensure the needs of the contracting parties are met. This agreement should be used when entering into a Business Consultant Contract, or if one is a Business Consultant entering into an agreement with a person or entity.
This Business Consultant Agreement is between a Business Consultant, and a person or entity seeking the Business Consultant's services. A Business Consultant is a professional who analyzes businesses, creates solutions to problems, and helps businesses develop efficient plans for meeting their goals. This form contains standard terms and language that is used in this type of agreement, however, optional terms and language may be added to ensure the needs of the contracting parties are met. This agreement should be used when entering into a Business Consultant Contract, or if one is a Business Consultant entering into an agreement with a person or entity. BUSINESS CONSULTANT CONTRACT This agreement (“Agreement”) dated this ____ day of ________________, 20____ is made by and between ____________________ (“Company”), located at _______________________, AND _____________________ (“Consultant”), located at __________________. 1. Services Performed by Consultant: Consultant agrees to perform the following services for Company: A. _________________________________ [Comment: Describe in detail the services that the Consultant will perform. Make sure to include any agreed-upon work schedule.] B. _________________________________ [Comment: if the services are too many to list here, you may list the services on a separate sheet titled “ATTACHMENT 1.” If user chooses to use an attachment, user should include language in this section that states “Consultant agrees to perform the services described in Attachment 1, which is attached to and made part of this Agreement.”] 2. Consultant's Payment: Consultant shall be paid a fixed fee of ______________ dollars ($______________) upon execution of this Agreement and ______________ dollars ($______________) upon completion of the work as set forth in section 1. Unless otherwise agreed upon in writing by Company, Company’s maximum liability for all services performed during the term of this Agreement shall not exceed ______________ dollars ($______________). [Comment: user may choose to use a different payment method, which can include Company paying Consultant in installments or at a certain rate per hour. Sample language for installment payments - “Company shall pay Consultant a fixed fee of _____________ dollars ($______) in __________ monthly installments starting on the ___ day of __________, 20___.” For compensation based upon the amount of time worked, user can use the following language – “Consultant shall be compensated at the rate of ____________ dollars ($________) per ______.”] 3. Invoices: Consultant shall timely submit invoices to Company for all services rendered within ____ ( ) days of completing work. Company shall pay the amounts due within ____ ( ) days of the date of each invoice. 4. Late Fees: Late payments by Company shall be subject to late penalty fees of _________ percent (_____ %) per month from the due date until the amount is paid. 5. Expenses: Consultant shall be responsible for all expenses incurred by Consultant while performing services under this Agreement. [Comment: user may instead reimburse Consultant for all reasonable costs that Consultant necessarily incurs while performing Consultant’s services under this Agreement. If this is © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 the case, the covered expenses should be clearly laid out, and Consultant should be required to submit an itemized statement of such expenses.] 6. Materials: At Company’s expense, Company shall make available by the ____ ( ) day of ________________, 20____ to Consultant the following materials, facilities and equipment: A. ________________________________________ B. ________________________________________ C. ________________________________________ 7. Term of Agreement: This Agreement will become effective when signed by both parties and will end no later than the ____ day of ________________, 20____, or upon satisfactory completion of the services. 8. Terminating the Agreement: With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable clause includes (i) a material violation of this Agreement and (ii) nonpayment of Consultant's compensation after twenty (20) days written demand for payment. . If Agreement is terminated early, Consultant shall be entitled to full payment for services performed prior to the effective date of termination. 9. Consultant an Independent Contractor: Consultant is an independent contractor, and neither Consultant nor Consultant's staff is, or shall be deemed, Company's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Company agrees, as follows: A. Consultant has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any. B. Consultant has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed. C. Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine. D. Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Company's materials. E. The services required by this Agreement shall be performed by Consultant, or Consultant's staff, and Company shall not be required to hire, supervise or pay any assistants to help Consultant. F. Consultant is responsible for paying all ordinary and necessary expenses of its staff. G. Neither Consultant nor Consultant's staff shall receive any training from Company in the professional skills necessary to perform the services required by this Agreement. H. Neither Consultant nor Consultant's staff shall be required to devote full-time to the performance of the services required by this Agreement. I. Company shall not provide insurance coverage of any kind for Consultant or Consultant's staff. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 J. Company shall not withhold from Consultant's compensation any amount that would normally be withheld from an employee's pay. 10. Intellectual Property Ownership: Consultant assigns to Company its entire right, title and interest in anything created or developed by Consultant for Company under this Agreement (“Work Product”) including all patents, copyrights, trade secrets and other proprietary rights. This assignment is conditioned upon full payment of the compensation due to Consultant under this Agreement. Consultant shall, at no charge to Company, execute and aid in the preparation of any papers that Company may consider necessary or helpful to obtain or maintain-at Company's expense. This may include any patents, copyrights, trademarks or other proprietary rights. Company shall reimburse Consultant for reasonable out-of-pocket expenses incurred under this provision. [Comment: alternatively, user may insert language here that sets forth that Consultant owns the work product. For example “Consultant shall retain all copyright, patent, trade secret and other intellectual property rights that Consultant may have in anything created or developed by Consultant for Company under this Agreement ("Work Product"). Consultant grants Company a nonexclusive worldwide license to use and sublicense the use of the Work Product for the purpose of developing and marketing its products, but not for the purpose of marketing Work Product separate from its products. The license shall have a perpetual term and may not be transferred by Company. This license is conditioned upon full payment of the compensation due Consultant under this Agreement.”] 11. Consultant's Materials: Consultant owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement (“Consultant's Materials”), such as _____________________________. Consultant may, at its option, include Consultant's Materials in the work performed under this Agreement. [Comment: user can set forth the materials on a separate attachment if the materials are numerous. “Consultant's Materials include, but are not limited to, those items identified in Exhibit ___, attached to and made part of this Agreement.”] 12. Confidentiality: Other than as expressly allowed herein or as may be required by any applicable law, governmental order or regulation or by order or decree of any court of competent jurisdiction, neither party shall publicly divulge or announce, or in any manner disclose to any third party (other than its employees, auditors, professional advisors, owners, partners, parent companies, material potential investors, lenders and shareholders in their capacity as such), any of the specific terms and conditions of this Agreement, including without limitation _______________________. [Comment: user should specifically set forth in detail anything user wants to keep confidential.] In the event a party is required to disclose any of the terms or conditions of this Agreement, the disclosing party shall notify the other party as promptly as practicable (and, if possible, prior to disclosure) and shall seek confidential treatment of the information, if available. Confidential information does not include information that the Consultant knew before Company disclosed it, that becomes public knowledge through no fault © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 of Consultant, that Consultant obtains from sources other than Company who owe no duty of confidentiality to Company, or that Consultant independently develops. 13. Warranties: Consultant warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards. Company must report any deficiencies in Consultant's services to Consultant in writing within _______ [thirty 30] days of performance to receive warranty remedies. Company's exclusive remedy for any breach of the above warranty shall be the re-performance of Consultant's services. If Consultant is unable to re-perform the services, Company shall be entitled to recover the fees paid to Consultant for the deficient services. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. [Comment: Company may also accept the services “as is.” Sample language - “THE GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED AS IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.”] 14. Limitation on Consultant's Liability to Company: A. In no event shall Consultant be liable to Company for lost profits of Company, or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages). B. 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 or ____________ dollars ($___________), whichever is greater. C. 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. 15. Taxes: The charges included here do not include taxes. If Consultant is required to pay any federal, state or local sales, use, property or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to Company. Consultant shall not pay any interest or penalties incurred due to late payment or nonpayment of such taxes by Company. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 16. Contract Changes: Company and Consultant recognize that: A. Consultant's original cost and time estimates may be too low due to unforeseen events, or to factors unknown to Consultant when this Agreement was made. B. Company may desire a mid-project change in Consultant's services that would add time and cost to the project and possibly inconvenience Consultant. C. Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances. D. If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this Agreement. 17. Dispute Resolution: This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of _____________ applicable to contract made in that State. Any disputes or disagreements arising out of or relating to this Agreement shall be resolved by binding arbitration in ______________ County, ___________ (“Jurisdiction”) under the Commercial Arbitration rules of the American Arbitration Association (“AAA”) then in force. Licensee hereby consents to the jurisdiction of the courts of the Jurisdiction or any other jurisdiction necessary to enforce any determination or award of the AAA. Licensee hereby expressly waives any objections to the Jurisdiction and courts of the Jurisdiction, application of the laws of the Jurisdiction, venue and/or forum non conveniens and the service of process and other legal documents and pleadings by written notice or by any method approved by the applicable tribunal. 18. Attorney Fees: If any litigation or arbitration is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses. 19. General Provisions: A. Sole agreement: This is the entire agreement between Consultant and Company. B. Severability: If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in full force and effect. C. Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows: i. When delivered personally to the recipient's address as appearing in the introductory paragraph to this Agreement; ii. Three days after being deposited in the United States mails, postage prepaid to the recipient's address as appearing in the introductory paragraph to this Agreement, or iii. When sent by fax to the last fax number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt. Any party may change its address appearing in © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 the introductory paragraph to this Agreement by giving notice of the change in accordance with this paragraph. D. No partnership: This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Company's behalf. E. Assignment: This Agreement is freely assignable. Company: _________________________[NAME OF COMPANY] By: ________________________________________________ (Signature) ___________________________________________________ (Typed or Printed Name) Title: ______________________________________________ Consultant: _______________________[NAME OF CONSULTANT] By: _______________________________________________ (Signature) __________________________________________________ (Typed or Printed Name) Social Security Number: ______________________________ © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7
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