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Consulting Agreement This Consulting Agreement (the Agreement

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					Consulting Agreement




This Consulting Agreement (the "Agreement") is entered by and between ILIYAN
DOBREV, an individual, ID No 6409165879088 ("Consultant") and COMPANY
NAME, company incorporated in [insert place of incorporation] Reg No [insert
registration number] (the "Company").



BACKGROUND

WHEREAS, the Company desires to engage the Consultant to assume the
responsibilities set forth in this Agreement; and

WHEREAS, the Consultant desires to assume such responsibilities;

THEREFORE, in consideration of the premises, and the mutual covenants, terms
and conditions contained herein, the parties hereto agree as follows:


1. Engagement

Subject to the terms and conditions set forth in this Agreement, the Company hereby
engages the Consultant and the Consultant hereby accepts such engagement.

2. Responsibilities

A. The Consultant shall provide the Company with advice and assistance with
respect to DESCRIBE ACTIVITIES IN BEST DETAIL POSSIBLE, IF IT IS
POSSIBLE TO DEFINE DELIVERABLES, DEFINE THEM HERE, DO NOT
DESCRIBE THE REPORTING STRUCTURE UNLESS THE REPORTS ARE PART
OF THE DELIBERABLES and any other related activities as requested by the
Company. The Consultant shall fulfil his responsibilities diligently and in good faith.

B. The Consultant shall devote such time, attention and energies to the business of
the Company as is required in order for him to fulfil his responsibilities as set forth in
Section 2A, but not less than NUMBER hours in each calendar month and shall
use his best efforts to promote the business interests of the Company.
2. Consideration

A. RATE

In consideration for the Consulting Services to be performed by Consultant under
this Agreement, the Company will pay Consultant at the rate of RAND VALUE (in
words Rand) or as per the rate table bellow (delete whichever not applicable) per
hour for time spent on Consulting Services ("Base Compensation").

Rate table

       Ultra-short term                           Up to 10 hours                           R 2,000

         Short term                               Up to 50 hours                           R 1,600

        Medium term                              Up to 200 hours                           R 1,200

         Long term                                Up 600 hours                             R 800

                          I am extremely reluctant to accept such long term assignments;
       Over 600 hours                                                                        NA
                               please talk to me before assuming that I will agree...


Detailed explanation of the use of the rate table is available at

http://www.dobrev.co.za/index.php?Business:Consultancy

At or about the end of each calendar month the Consultant shall submit written,
signed reports of the time spent performing Consulting Services, itemising in
reasonable detail the dates on which services were performed, the number of hours
spent on such dates and a brief description of the services rendered (“time sheet”).

The Company shall pay Consultant the amounts due pursuant to submitted reports
within 5 working days after such reports are received by the Company.

B. EXPENSES

Additionally, the Company will pay Consultant for the following expenses pertinent to
the work done under this Agreement and incurred while the Agreement between
Consultant and the Company exists:

- Air and ground travel expenses;

- Miscellaneous travel expenses (parking and toll fees etc.);

- Per Diem expenses, if work demands overnight stays;

- Accommodation expenses, if work demands overnight stays;

- Travel and medical insurance, if travelling outside South Africa;
- Incidental medicinal expenses (over the counter purchased medicine);

- Communications expenses (telephone, Internet access, etc);

- Security related expenses; and

- Administrative expenses (visas, permits, etc)

At or about the end of each calendar month the Consultant shall submit written
documentation and receipts where available itemising the dates on which expenses
were incurred.

The Company shall pay Consultant the amounts due pursuant to submitted reports
within 5 working days after a report is received by the Company.

3. Independent Contractor

Nothing herein shall be construed to create an employer-employee relationship
between the Company and Consultant. Consultant is an independent contractor and
not an employee of the Company or any of its subsidiaries or affiliates. The
consideration set forth in Section 2 shall be the sole consideration due to the
Consultant for the services rendered hereunder. It is understood that the Company
will not withhold any amounts for payment of taxes from the compensation of
Consultant hereunder. Consultant will not represent to be or hold himself out as an
employee of the Company, either permanent or temporary.

4. Non-competition

During the term of this Agreement and for a period of two year thereafter, the
Consultant shall not, without the prior written consent of the Company, directly or
indirectly, own, manage, operate, join or control, or participate in the management,
operation or control of, or be or become an officer, director, employee, partner,
principal, agent, representative, or use or permit his name to be used in connection
with, any business or enterprise offering products or services that compete with the
products and services offered by the Company in the markets served by the
Company. Notwithstanding the foregoing, this Section 4 shall not be deemed to
prohibit the ownership by the Consultant of not more than 24 percent (24%) of the
capital stock of any company whose capital stock is publicly traded. If the provisions
of this Section 4 should be found by a court of competent jurisdiction to exceed the
time, geographic, product or other limitations permitted by applicable law, then such
provisions shall be deemed reformed to the maximum time, geographic, product or
other limitations permitted by such law.

5. Confidentiality

The Consultant shall not, during the term of his engagement hereunder or at any
time thereafter, unless specifically authorised by the Company, use or disclose to
any person or entity, any confidential or secret information with respect to the
business or affairs of the Company, or any of its affiliates, including any information
concerning customers or prospective customers of the Company or its affiliates,
unless such information becomes generally available to the public (and only after it
becomes so available). Consultant agrees that all confidential and other information,
data, and products, including software and technical systems, and other property
prepared, compiled or developed by Consultant while retained by the Company
hereunder shall be the property of the Company. All files and records relating to the
Company in Consultant's possession shall be the property of the Company and shall
be returned to the Company upon termination of Consultant's engagement
hereunder.

6. Equitable Relief

Consultant acknowledges and agrees that the restrictions contained in Sections 4
and 5 of this Agreement are reasonable and necessary to protect the legitimate
business interests of the Company. Consultant further acknowledges and agrees
that any breach of any provision of Section 4 or 5 hereof will cause immediate and
irreparable injury to the Company, and that the Company shall be entitled to
injunctive relief to prevent any actual or threatened such breach. This Section 6 shall
not be construed in such a manner as to prevent the Company from pursuing any
other remedies in law or equity to which it may be entitled as the result of any such
actual or threatened breach.

7. Terms

This Agreement shall commence on DATE MONTH YEAR and shall terminate on
DATE MONTH YEAR, unless earlier terminated by either party hereto. Either party
may terminate this Agreement upon Thirty (30) days prior written notice. The
Company may, at its option, renew this Agreement for an additional One (1) year
term on the same terms and conditions as set forth herein by giving notice to
Consultant of such intent to renew at least one calendar month prior to the expiry of
this Agreement.

A. TERMINATION

If this Agreement is terminated for Cause by the Company or is terminated by the
Consultant, the Consultant shall be entitled to receive any unpaid Base
Compensation accrued to the date of termination plus any unpaid expense
reimbursement, reduced by any claim the Company may have against the
Consultant directly resulting from a breach of this Agreement.

B. DEATH AND DISABILITY OF CONSULTANT

If the Consultant dies during the term of this Agreement, the Company shall pay to
the Consultant's estate any unpaid Base Compensation and any unpaid expense
reimbursement due hereunder, in each case as of the date of the Consultant's death.
In the event that the Consultant becomes physically or mentally disabled during the
term of this Agreement, the Consultant shall be entitled to receive any unpaid Base
Compensation accrued through the date that this Agreement is terminated by either
party as the result of such disability plus any unpaid expense reimbursement.
C. CONDITIONS

All charges will be consolidated and invoiced on a monthly basis.

A minimum billed periods is 1 hour unless agreed otherwise.

The billing period will start at the beginning of the project briefing session and will
include the time spend on the briefing exercise.

All work will be billed trough one of the consultant’s trade names – SatAfrica,
WaveBlue, or Digitalmedia – depending on the nature of the project

Non-binding project length and costs estimates will be provided on request.

There is no limitation on working outside business hours, weekends, public or
religious holidays.

There is no extra charge for working outside business hours, weekends, public or
religious holidays.

Travelling – all local and international air travelling will be done by flying either
commercial business class or in a private flight using the consultant’s own aircraft;
details and costs will be agreed prior to incurring, but note that flights in tourist
(economy, couch) class or use of low-cost airlines are absolutely not acceptable.
Irrespective of the circumstances, the decision of the time and form of transport will
always be the responsibility of the company.

Local transport – by company car, taxi or category D rented car within Americas,
Africa, Asia and Australia and company car, taxi or public transport within Europe.

Accommodation – typical business class hotel or company rented property, but
strictly no guest houses or clubs. The consultant prefers simple rather than luxurious
accommodation, but the basic accommodation some companies attempt to provide
in Africa and Asia regrettably is not acceptable; in Africa and Asia minimum
acceptable accommodation is Holliday Inn class hotel.

Per Diem – US$ 90 per day within Americas, Africa, Asia and Australia or E 60 per
day within Europe.

8. Notices

All notices, consents, approvals, requests, instructions and other communications
required by or related to this Agreement shall be in writing and shall be delivered
personally or shall be sent by registered or certified mail, return receipt requested
and telephone call confirmed to the receiving party at the following address and
communication numbers:

A. NOTICES TO CONSULTANT

PHISICAL ADDRESS:
16, Meadowbrook Close
French Lane
MORNINGSIDE
Sandton
2196

POSTAL ADDRESS:

PO Box 635
Ferndale
2160

TELEPHONE:

+27-83-282-1087
+44-845-508-6866

B. NOTICES TO THE COMPANY

PHISICAL ADDRESS:




POSTAL ADDRESS:




TELEPHONE:




9. Miscellaneous

A. ENTIRE AGREEMENT AND AMMENDMENTS

This Agreement constitutes the entire agreement of the parties with regard to the
subject matter hereof, and replaces and supersedes all other agreements or
understandings, whether written or oral. No amendment or extension of the
Agreement shall be binding unless in writing and signed by both parties.

B. BINDING EFFECT, ASSIGNMENT
This Agreement shall be binding upon and shall inure to the benefit of Consultant
and the Company and to the Company's successors and assigns. Nothing in this
Agreement shall be construed to permit the assignment by Consultant of any of its
rights or obligations hereunder, and such assignment is expressly prohibited without
the prior written consent of the Company.

C. GOVERNING LAW, SEVERABILITY

This Agreement shall be governed by the laws of the South Africa. The invalidity or
unenforceability of any provision of the Agreement shall not affect the validity or
enforceability of any other provision.


WHEREFORE, the parties have executed this Agreement as of the date bellow.




FOR ILIYAN DOBREV
                                               Date: ___________________


Designation: _______CONSULTANT________________________________




Signature:   ___________________________________________________




FOR COMPANY NAME


By: _______________________________            Date: ___________________


Designation: ___________________________________________________




Signature:   ___________________________________________________

				
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Description: Consulting Agreement This Consulting Agreement (the Agreement