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This Consulting Agreement with a provision for revenue sharing may be used by a consultant or a business, in situations where both parties are considering entering into a business relationship. This contract is in column form, and it contains terms and conditions that are standard for this type of agreement. This form should be used when the user wishes to enter into a consulting agreement with a consultant with a profit sharing provision, or if one is a consultant entering into an agreement where there will be a profit sharing arrangement.
This Consulting Agreement with a provision for revenue sharing may be used by a consultant or a business, in situations where both parties are considering entering into a business relationship. This contract is in column form, and it contains terms and conditions that are standard for this type of agreement. This form should be used when the user wishes to enter into a consulting agreement with a consultant with a profit sharing provision, or if one is a consultant entering into an agreement where there will be a profit sharing arrangement. _________________________ CONSULTING AGREEMENT This ___________________ prior to the expiration of the then existing Consulting Agreement (this “Agreement”) is Term. Notwithstanding the above, entered into by and between Company shall have the right to terminate _______________________________ this Agreement, for any reason, at any time (“Company”), and _______________ upon ____ (__) days’ written notice and (“Consultant”), as of this __ day of Consultant shall have the right to terminate __________ _______ (the “Effective this Agreement, for any reason, at any time Date”). Each of Company and Consultant is upon ____ (__) days’ written notice. In the sometimes referred to in this Agreement as a event of such termination, Consultant shall “Party,” and together as the “Parties.” be paid for any portion of the Services that 1. Consulting Relationship. have been performed prior to such During the term of this Agreement, termination. Consultant will provide consulting services 5. Independent Contractor; (the “Services”) to Company as described in Work for Hire. It is the express intention Exhibit “A” attached to this Agreement. of the Parties that Consultant’s relationship Consultant hereby represents and warrants to Company will be that of an independent to Company that Consultant has the contractor and not that of an employee, joint qualifications, experience, and ability to venturer, or partner of Company. Nothing competently perform the Services. in this Agreement shall be interpreted or 2. Fees. As consideration for construed as creating or establishing the the Services to be provided by Consultant relationship of employer and employee and Consultant’s other obligations set forth between Company and Consultant. Each of in this Agreement, Company shall pay to Company and Consultant hereby Consultant the amounts specified in Exhibit acknowledges and agrees that all “A” at the times specified therein. Consultant’s work product in connection with performing the Services (hereinafter 3. Expenses. Consultant shall “Work Product”) will be deemed a not be authorized to incur on behalf of commissioned “work for hire” owned by Company any expenses without the prior Company. In the event Consultant’s Work written consent of Company. As a condition Product is determined not to be a “work for to receipt of reimbursement, Consultant hire” or in the event such doctrine is not shall be required to submit to Company effective, then Consultant hereby reasonable evidence that the amount irrevocably assigns, conveys, and otherwise involved was expended and related to the transfers to Company, and its respective Services provided under this Agreement. successors, licensees, and assigns, all right, 4. Term and Termination. title, and interest worldwide in and to such Consultant shall serve as a consultant to Work Product and all proprietary rights Company for a term commencing on the therein, including, but not limited to, all Effective Date of this Agreement and copyrights, trademarks, design patents, trade continuing for a period of secret rights, moral rights, and all contract ___________________ (__) months and licensing rights, and all claims and (hereinafter the “Term”). Thereafter, the causes of action with respect to any of the Term of this Agreement shall automatically foregoing, whether now known or hereafter renew for successive periods of to become known. In the event Consultant _____________________ (__) months, has any right in the Work Product that unless either Party provides written notice of cannot be assigned, Consultant agrees to its intent not to renew, at least ___ (__) days © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 _________________________ CONSULTING AGREEMENT waive enforcement worldwide of such right organization, and Consultant’s partners, against Company, its distributors, and its agents, and employees, including state customers or, if necessary, to exclusively workers’ compensation insurance coverage license such right worldwide to Company requirements and any U.S. immigration visa with the right to sublicense through multiple requirements. Consultant hereby agrees to tiers of sublicensees. The rights set forth indemnify, defend, and hold Company above in this Section 5 are assignable by harmless from any liability for, or Company. assessment of, any claims or penalties with (a) Method of Provision respect to such withholding taxes, labor, or of Services. Consultant shall be solely employment requirements, including any responsible for determining the method, liability for, or assessment of, withholding details, and means of performing the taxes imposed on Company by the relevant Services. Company shall retain the right, taxing authorities with respect to any however, to ensure that the project is being compensation paid to Consultant or performed according to agreed upon Consultant’s assistants, partners, agents, or specifications. employees. (b) No Authority to 6. Supervision of Consultant’s Bind Company. Neither Consultant, nor Services. All of the Services to be any assistant, partner, agent or employee of performed by Consultant, including but not Consultant, has authority to enter into limited to the Services outlined in Exhibit A, contracts that bind Company or create will be as agreed between Consultant and obligations on the part of Company without Company’s principals. Consultant will be the prior written authorization of Company. required to report to Company’s principals (or their designees), concerning the Services (c) No Benefits. performed under this Agreement. The Consultant acknowledges and agrees that, nature and frequency of these reports will be consistent with his or her relationship as an left to the discretion of Company’s independent contractor, Consultant (or principals (or their designees). Consultant’s employees, if Consultant is an entity) will not be eligible for any Company 7. Policies and Procedures. employee benefits during the Term of this Consultant agrees to comply with any Agreement and, to the extent Consultant (or applicable Company policies or procedures, Consultant’s employees, if Consultant is an as well as the standard operating procedures entity) otherwise would be eligible for any and/or policies of any of Company’s clients. Company employee benefits but for the Consultant agrees to receive training on (at express terms of this Agreement, Consultant Consultant’s expense) and comply with (on behalf of itself and its employees) Company’s compliance policy. Consultant hereby expressly declines to participate in shall abide by any reasonable instructions or such Company employee benefits. directions provided by Company regarding communication with any of Company’s (d) Withholding; clients, including but not limited to the Indemnification. Consultant shall have full manner in which phone calls received from responsibility for applicable withholding clients are answered by Consultant. taxes for all compensation paid to Consultant, its partners, agents or its 8. Confidentiality Obligations. employees under this Agreement, and for Consultant hereby agrees to hold in compliance with all applicable labor and confidence and not directly or indirectly use employment requirements with respect to or disclose, during the consulting Consultant’s self-employment, sole relationship with Company and for a period proprietorship, or other form of business of___________ (__) years after its © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 _________________________ CONSULTING AGREEMENT termination (regardless of the reason for supplier lists, budgets, cost or price lists, such termination), any Proprietary compilations or computer programs, or may Information that Consultant obtains or be in the nature of unwritten knowledge or creates during the period of the consulting know-how. relationship, except to the extent authorized 9. Conflicts with this by Company, until such Proprietary Agreement. Consultant hereby represents Information becomes generally known. and warrants to Company that neither Consultant agrees not to make copies of Consultant nor any of Consultant’s such Proprietary Information except as assistants, partners, employees, or agents is authorized by Company. Upon termination under any obligation in conflict or in any of the consulting relationship or upon an way inconsistent with the provisions of this earlier request of Company, Consultant will Agreement. Consultant hereby represents return or deliver to Company all tangible and warrants to Company that Consultant’s forms of such Proprietary Information in performance of all the terms of this Consultant’s possession or control, Agreement will not breach any agreement to including but not limited to drawings, keep in confidence Proprietary Information specifications, documents, records, devices, acquired by Consultant in confidence or in models, or any other material and copies or trust prior to commencement of this reproductions thereof. As used in this Agreement. Consultant hereby represents Agreement, the term “Proprietary and warrants to Company that Consultant Information” means information or physical has the right to disclose and/or or use all material not generally known or available ideas, processes, techniques, and other outside Company or information or physical information, if any, which Consultant has material entrusted to Company by third gained from third parties, and which parties. This includes, but is not limited to Consultant discloses to Company or uses in discoveries, developments, concepts, the course of performance of this designs, ideas, know-how, improvements, Agreement, without liability to such third inventions, trade secrets, original works of parties. Notwithstanding the foregoing, authorship, confidential knowledge, Consultant hereby agrees that Consultant copyrights, product ideas, techniques, shall not bundle with or incorporate into any processes, formulas, object codes, biological deliveries provided to Company herewith materials, mask works and/or any other any third-party products, ideas, processes, or information of any type relating to other techniques, without the express, documentation, laboratory notebooks, data, written prior approval of Company. schematics, algorithms, flow charts, Consultant hereby represents and warrants mechanisms, research, manufacture, to Company that Consultant has not granted improvements, assembly, installation, and will not grant any rights or licenses to marketing, forecasts, sales, pricing, any intellectual property or technology that customers, customer lists, customer data, would conflict with Consultant’s obligations including but not limited to customers’ under this Agreement. Consultant will not personally identifiable information, the knowingly infringe upon any copyright, salaries, duties, qualifications, performance patent, trade secret, or other proprietary right levels and terms of compensation of other of any former client, employer, or third employees, and/or cost or other financial party in the performance of the services data concerning any of the foregoing or required by this Agreement. Company and its operations. Proprietary 10. Miscellaneous. Information may be contained in material such as drawings, samples, procedures, (a) Amendments and specifications, reports, studies, customer or Waivers. Any term of this Agreement may © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 _________________________ CONSULTING AGREEMENT be amended or waived only with the written (g) Arbitration. Any consent of the Parties. dispute or claim arising out of or in (b) Sole Agreement. connection with any provision of this This Agreement, including any Exhibits Agreement will be finally settled by binding hereto, constitutes the sole agreement of the arbitration in Parties and supersedes all oral negotiations _________________________, and prior writings with respect to the subject _______________ in accordance with the matter hereof. rules of the American Arbitration Association by one arbitrator appointed in (c) Notices. Any notice accordance with said rules. The arbitrator required or permitted by this Agreement shall apply ___________ law, without shall be in writing and shall be deemed reference to rules of conflicts of law or rules sufficient upon receipt, when delivered of statutory arbitration, to the resolution of personally or by courier, overnight delivery any dispute. Judgment on the award service, confirmed facsimile, confirmed rendered by the arbitrator may be entered in email, or ____ (__) hours after being any court having jurisdiction thereof. deposited in the regular mail as certified or Notwithstanding the foregoing, the Parties registered mail (airmail if sent may apply to any court of competent internationally) with postage prepaid, if such jurisdiction for preliminary or interim notice is addressed to the Party to be notified equitable relief, or to compel arbitration in at such Party’s address or facsimile number accordance with this paragraph, without as set forth below, or as subsequently breach of this arbitration provision. modified by written notice. (h) Advice of Counsel. (d) Choice of Law. The EACH PARTY ACKNOWLEDGES THAT, validity, interpretation, construction, and IN EXECUTING THIS AGREEMENT, performance of this Agreement shall be SUCH PARTY HAS HAD THE governed by the laws of the State of OPPORTUNITY TO SEEK THE ADVICE ______________, without giving effect to OF INDEPENDENT LEGAL COUNSEL, the principles of conflict of laws. AND HAS READ AND UNDERSTOOD (e) Severability. If one ALL OF THE TERMS AND PROVISIONS or more provisions of this Agreement are OF THIS AGREEMENT. THIS held to be unenforceable under applicable AGREEMENT SHALL NOT BE law, the Parties hereby agree to renegotiate CONSTRUED AGAINST ANY PARTY such provision in good faith. In the event BY REASON OF THE DRAFTING OR that the Parties cannot reach a mutually PREPARATION HEREOF. agreeable and enforceable replacement for [Signature Page Follows] such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. (f) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 The Parties have executed this Agreement on the respective dates set forth below. “COMPANY” ________________________, a______________ corporation By: Name: ______________________________ Title: _______________________________ Address: _____________________________ ________________ “CONSULTANT” _____________________________ Signature Address: _____________________ _____________________ © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 EXHIBIT A DESCRIPTION OF CONSULTING SERVICES Description of Services Schedule/Deadline Perform various tasks and duties, in As reasonably determined by each case as reasonably determined by Consultant and Company’s principals. It Company’s principals. [OR INSERT is anticipated that Company will request DESCRIPTION OF SERVICES OR Consultant’s services for approximately SPECIFIC PROJECTS TO BE ____ (__) hours per month, on average, PERFORMED] although this figure may vary based upon Company’s needs. [OR INCLUDE HOURS EXPECTATIONS BY PROJECT] COMPENSATION For Services rendered by Consultant under this Agreement, Company shall pay Consultant [at the rate of _________ dollars ($__) per month] [OR INSERT ALTERNATIVE FEE ARRANGEMENTS OR OTHER PAYMENT TERMS, SUCH AS PROJECT FEES, BONUSES, REVENUE SHARE, ETC.] (in aggregate the “Consultant Fees”). Payment of the Consultant Fees will constitute adequate consideration in connection with this Agreement. Consultant shall submit a detailed invoice with a description of the Service performed on a monthly basis. Company shall pay all undisputed invoices within ____ (__) days of receipt of invoice. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7
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