This is an agreement between a professional consultant and a client for consulting services. Typically, the consultant is a member of a professional association or group, such as an accountant, legal professional, or doctor. This agreement sets out the terms and conditions agreed upon by the parties for the professional services to be provided. This document should be used by small businesses or other entities that provide professional consulting services to their clients.
This is an agreement between a professional consultant and a client for consulting services. Typically, the consultant is a member of a professional association or group, such as an accountant, legal professional, or doctor. This agreement sets out the terms and conditions agreed upon by the parties for the professional services to be provided. This document should be used by small businesses or other entities that provide professional consulting services to their clients. PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (this “Agreement”) is hereby made and entered into on this ____ day of _____________________, 20_____, by and between _____________________ (“Consultant”) and __________________________ (“Client”). WHEREAS, Consultant is engaged in the business of providing professional services in the field of ____________________ [Comment: insert Consultant’s field of work] in the State of _________________ and elsewhere; and WHEREAS, Client desires to avail itself of these professional services of Consultant from time to time in connection with Client’s business activities in the operation of ___________________________ (the “Business”) and Consultant desires to enter into this Agreement with Client; NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. OBJECT Consultant shall furnish to Client its professional services in accordance with the details and specifications set forth in Schedule “A” attached hereto (such Schedule containing integral terms of this Agreement) to be performed by the key employee designated in Schedule “A.” Consultant shall perform such professional services at all times in accordance with the rules of the art and in full compliance with the statutes, laws, ordinances, and regulations governing its profession, trade, craft, or business from a work location situated in _____________________ [Comment: insert City, State], being the registered place of business of Business. 2. INDEPENDENT CONTRACTOR Consultant shall have the sole provision and direction of the work covered by this Agreement, shall be responsible for the manner in which the said work is done, for the method employed in same, and for all acts and things done in the performance of Consultant’s obligations hereunder, except for departing from Consultant’s normal practices that may be requested by Client from time to time. Nothing contained in this Agreement or the relationship created between the parties hereby shall, directly or indirectly, make Consultant an agent or servant of Client. Further, nothing herein shall operate or be construed to relieve Consultant of any duties or obligations imposed upon it as an independent contractor. 3. EXPENSES In addition to the agreed-upon consideration for Consultant’s fees as set forth in paragraph 7 entitled “Consultant’s Fee” below, Client shall reimburse Consultant for all reasonable expenses, including transportation expenses, incurred during the performance of Consultant’s service provided such expenses are within the budget approved in writing by Client (“Approved Expenses”). Client shall pay Consultant for Approved Expenses within _____________ days from the date upon which Consultant submits its expense statements together with any and all duly receipted bills or vouchers. 4. LEVIES Subject to any state, federal, or local legislation imposing on Client an express duty to withhold or deduct premiums, taxes, or levies as the case may be, Consultant shall be responsible for withholding and remitting any deductions for taxes, levies, or contributions imposed by any authority in respect of both the remuneration paid under this Agreement and the work incidental thereto. 5. COMPREHENSIVE GENERAL LIABILITY INSURANCE A. Client agrees to obtain and maintain insurance coverage for at least ____________________ dollars ($___________) per occurrence to cover its liability at law or under this Agreement for personal injury, death, or property damage (“Comprehensive General Liability Insurance”), including damage to property of Client, liability arising from owned or non-owned motor vehicles, and liability for Workers’ Compensation under local federal, state, and local labor laws. The certificate or endorsement(s) shall specifically cover operations under this Agreement, shall name Consultant as an insured party in respect of losses or claims referred to herein, and shall contain a cross liability clause. Such insurance shall remain in full force and effect throughout the Term of this Agreement, and the above documents shall contain a provision that the insurance shall not be materially altered, amended, or cancelled, except after ________ (__) days’ prior written notice to Consultant. B. Copies of all policies, appropriate certificates, and/or endorsements shall be provided forthwith to Consultant and upon Consultant’s reasonable requests from time to time while this Agreement is in full force and effect. 6. LIFE INSURANCE A. Client agrees to obtain and maintain life insurance coverage for at least ______________________ dollars ($_____________) on the life of the key employee. Consultant and Client shall be equal beneficiaries under such insurance. The insurance shall remain in full force and effect through the Term of this Agreement, and shall contain a provision that the insurance shall not be materially altered, amended, or cancelled, except after ______ (_) days’ prior written notice to Consultant. B. Copies of all policies or appropriate certificates or endorsements shall be provided forthwith to Consultant and upon Consultant’s reasonable requests from time to time while this Agreement is in full force and effect. [Comment: the “Life Insurance” paragraph is optional; the user can remove it if it is inapplicable] © 2011 by Docstoc®, Inc. registered document proprietary, copy not 3 7. CONSULTANT’S FEE Client shall pay Consultant for its services a fee of ________________________ dollars ($___________) per ________ (the “Fee”), which sum shall be invoiced on a _____________ [monthly/weekly] basis and paid on the _____ day of each month in arrears, beginning on the ______ day of the month following the date of commencement. [Comment: user should clearly set forth the fee arrangement here] 8. TERM This Agreement shall be deemed to have come into force and effect on the ____ day of _______________, 20___ and shall continue for ______ (__) years (the “Term”) ending on the ______ day of __________________, 20____. These dates may be delayed upon the written consent of both parties. Provided, however, that Consultant shall not be permitted to delay the commencement of the Term beyond __________________. Nothing in this paragraph shall be construed as affecting the rights of the parties to terminate this Agreement at an earlier date in accordance with paragraphs in this Agreement pertaining to termination. 9. TERMINATION FOR CAUSE A. If either party to this Agreement is in breach of any of its obligations hereunder, the other party may give a notice in writing of the breach to the breaching party and request that the breach be cured. If the party in breach fails to remedy the breach within ___________ (__) days after the date of written notice, this Agreement may be terminated immediately by written notice of termination given by the non-breaching party. B. Client may terminate this Agreement by written notice to take effect immediately upon receipt of same by Consultant, unless otherwise provided if: 1. Consultant is in breach of paragraphs contained herein relating to the secrecy of confidential matters of this Agreement; 2. Consultant becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors; a receiver is appointed for Consultant’s business; a voluntary or involuntary petition in bankruptcy is filed or proceeding for the re-organization or winding-up of Consultant are instituted; 3. Consultant attempts to assign or cede an interest in this Agreement without the prior consent of Client; 4. If Consultant comes under the direct or indirect control of any company or person who does not control Consultant at the date of execution of this Agreement; 5. If Consultant is grossly negligent in carrying out its duties hereunder; © 2011 by Docstoc®, Inc. registered document proprietary, copy not 4 6. If the key employee becomes unable to discharge its duties by reason of mental or physical illness or disease for a period of ___________ (__) consecutive months or more, or should it become permanently disabled and unable to fulfill its duties and Consultant does not find a replacement employee who is completely satisfactory to Client in its sole discretion; or 7. If Consultant or its employees are engaged in any fraudulent or illegal activity. C. The provisions of this paragraph shall not in any way restrict the rights of either party hereto to terminate this Agreement pursuant to any other paragraph in this Agreement. 10. EARLY TERMINATION WITHOUT CAUSE Client may terminate this Agreement for any reason during the first ___________ (___) months of the Term or payment of the Fee in lieu thereof. 11. PRO-RATA PAYMENT Except as specifically set forth herein, any payments for services or expenses made hereunder by Client, including remuneration, shall be adjusted and prorated to the date of termination of said services, provided, however, that in the case of leases, assignments, or other contracts with third parties specifically authorized hereby, Client will assume liability for settlement of any such leases, assignments, or contracts upon a subrogation of Consultant’s rights therein to Client. 12. ASSIGNMENT It is expressly agreed that this Agreement shall not be assigned or transferred, in whole or in part, by either of the parties hereto without the express written consent of the other of them. 13. CONFIDENTIAL INFORMATION A. Except as may be necessary in the performance of this Agreement, Consultant shall not, at any time or in any manner, make or cause to be made any copies, pictures, duplicates, facsimiles, or other reproduction or recordings of any type, or any abstracts or summaries of any reports, studies, memoranda, correspondence, manuals, records, plans, or other written, printed, or otherwise recorded material of Client, or that relate in any manner to the present or prospective Business of Client. Consultant shall have no interest in any of this material and agrees to surrender any of the material that may be in its possession to Client immediately upon the request of Client. B. Consultant shall not, at any time except under legal process, divulge any matters relating to the Business of Client or any customers or agents of Client that may become known to it by reason of its services hereunder and shall be true to Client in all dealings and transactions relating to the services contemplated by this Agreement. Furthermore, Consultant shall not use, © 2011 by Docstoc®, Inc. registered document proprietary, copy not 5 at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person, firm, corporation, association or other business entity, any trade secrets, business development programs, or plans belonging to or relating to the affairs of Client, including knowledge relating to customers, clients, or employees of Client. 14. CLIENT PREMISES AND SUPERVISION For the purpose of assisting employees of Consultant in performing the services hereunder, Client shall make available to Consultant adequate office space, secretarial services, furniture, and office supplies. [Comment: this paragraph is optional and may be taken out by the user] 15. NOTICES Wherever in this Agreement it is required or permitted that notice be given or served by either party to or upon the other, the notice shall be made in writing and shall be delivered personally to the party to whom it is given or sent by prepaid, registered mail, or by facsimile transmission, addressed as follows: To Consultant at: ______________________________ ______________________________ Fax: (____) ____________________ To Client at: ______________________________ ______________________________ Fax: (_____) ___________________ Each such notice shall be deemed given on the date of delivery in the case of delivery, ____________ (__) business days after mailing in the case of mail, and __________ (__) hours after the time of transmission in the case of facsimile transmission. These addresses and/or facsimile numbers may be changed from time to time by either party by notice as above provided. 16. INTERPRETATION A. This Agreement constitutes the entire agreement between Consultant and Client pertaining to the subject matter herein and supersedes all prior agreements, undertakings, negotiations, and discussions, whether oral or written, of the parties. There are no warranties, representations, or other agreements between the parties to this Agreement in connection with the subject-matter of same except as specifically set forth or referred to in this Agreement. No supplementation, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. No waiver of any other provisions of this Agreement shall constitute a continuing waiver unless expressly provided. © 2011 by Docstoc®, Inc. registered document proprietary, copy not 6 B. Headings are not to be considered part of this Agreement, are included solely for convenience of reference, and are not intended to be full or accurate descriptions of the contents of any paragraph. C. In this Agreement, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, and proprietors, corporations, partnerships, trusts, and unincorporated associations. D. This Agreement shall be governed by and construed in accordance with the laws of the State of _________________ and the laws of _______________ enforced therein. E. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant, and the invalid provision or covenant shall be deemed severed. 17. TIME IS OF THE ESSENCE A. Time shall be deemed to be of the essence in this Agreement; provided that, from time to time, the time for completing any work that has been or is likely to be delayed by reason of force majeure or other cause beyond the reasonable control of Consultant, shall be extended by a period equal to the length of the delay so caused, provided that prompt notice in writing of the occurrence causing of likely to cause such delay is given to Client. B. Client shall advise Consultant in writing of any occurrence causing or likely to cause delays in the completion of its responsibilities under this Agreement. 18. TITLE TO WORK BEING PERFORMED Upon payment being made in accordance with the terms of this Agreement, all title, rights and interest in all printed materials and other physical media, containing designs, symbols, inventions and reports performed, created or written in accordance with this Agreement shall vest in and enure to the benefit of Client, it being understood that such vesting of title shall not constitute acceptance by Client that such work is in conformity with the specification or requirements of the Agreement. Without restricting the generality of the foregoing, the right of publication of any research paper or study performed under this Agreement shall vest solely in Client upon payment as aforesaid, and any person desiring to publish any such research or study, in whole or in part, shall first obtain the written permission of Client. 19. GENERAL This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns. © 2011 by Docstoc®, Inc. registered document proprietary, copy not 7 IN WITNESS WHEREOF the parties hereunto have executed this Agreement on the date first above written. CONSULTANT Per: ___________________________________ Name: Title: I have authority to bind Consultant. CLIENT Per: ___________________________________ Name: Title: I have authority to bind Client. © 2011 by Docstoc®, Inc. registered document proprietary, copy not 8 SCHEDULE “A” SPECIFIED SERVICES OF CONSULTANT [Comment: user should set forth the details and specifications of the professional services that Consultant will furnish to Client] © 2011 by Docstoc®, Inc. registered document proprietary, copy not 9
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