Consultant agreement

CONSULTING AGREEMENT Customer: iRobot Billing Address: xxxxxxxxxxxxxxxxxx IImplementation Address: Projects may be done either at client site, consultant office or other designated location This Consultancy Agreement including the Other Documents specified herein ("Consulting Agreement") governs the servics provided hereunder by MC Consulting. (“CONSULTANT” ) to Customer. 1. Acceptance Date and Terms This Consulting Agreement is accepted when it is signed and dated by CONSULTANT and the term of this Consulting Agreement shall expire 1 year from the date of acceptance (“Expiration”), unless it is earlier terminated by either party upon 30 days prior written notice. The term of this Consulting Agreement may be renewed for successive 1 year terms (each a “Renewal Period”), unless either party notifies the other in writing 30 days prior to Expiration that the term of this Agreement is not to be renewed. 2. Charges 2.1 Charges commence on the date the consulting starts. Charges are invoiced upon completion of the consulting or specified consulting milestone as indicated on Schedule A or as agreed and Customer payment is due upon receipt of invoice. Notice of increase in rates for the Consultancy must be given to Customer in writing 30 days prior to the first date of a Renewal Period in order for such increase in rates to apply to such Renewal Period. personnel remain the responsibility of Customer and under the supervision, management and control of Customer. 4. CONSULTANT Responsibilities 4.1 Confidentially: All written information submitted by Customer to CONSULTANT in connection with consulting performed which is identified in writing as Customer proprietary information will be safeguarded by CONSULTANT during the consulting Term, to the same extent that CONSULTANT safeguards the information relating to its own business. CONSULTANT bears no responsibility for safeguarding information which is publicly available, already in CONSULTANT's possession or known to CONSULTANT or rightfully obtained by CONSULTANT from third parties. CONSULTANT Developed Documentation: Upon completion of consulting, CONSULTANT shall deliver to Customer copy of documentation, if any, developed by CONSULTANT. 4.2 2.2 5. Personnel Assignment: CONSULTANT has the right to determine the assignment of personnel to a particular consulting, to replace or reassign such personnel or to subcontract to qualified third parties part or all of the performance of such consulting. Proprietary Rights: All programs, specifications, works of authorship, inventions, techniques, documentation, concepts and ideas developed or provided by CONSULTANT (“Deliverables”) are and remain the property of CONSULTANT. To the extent Customer or its personnel may acquire any right or interest therein by operation of law, Customer irrevocably assigns all such right and interest exclusively to CONSULTANT. The terms of this Consulting Argeement remain in effect unless unless specifically modified and agreed to by both parties in the Schedule A. 2.3 Customer shall be responsible for the payment of: 6. B. all taxes arising from and in connection with the consulting herein or this Consulting Agreement, other than taxes on CONSULTANT's net income; reasonable expenses such as travel, living, telephone, supplies, transportation, secretarial and messenger services, and expenses incurred by CONSULTANT. a late payment charge of 1.5% per month, but not in excess of the lawful maximum, on any past due balance. 7. C. D. 2.4 If Customer fails to pay when due any of the charges and nonpayment continues for 10 days after written notice by CONSULTANT, CONSULTANT may declare all unpaid charges immediately payable. Ordering 7.1 Customer may order consulting under a Customer order (Schedule A of this Agreement) which references the terms and conditions of this Consulting Agreement. Any other terms and conditions on the order form or otherwise are not binding on CONSULTANT unless referenced on the Schedule A and agreed to by CONSULTANT. This Consulting Agreement shall be deemed automatically incorporated in Customer's order. All orders are subject to CONSULTANT's acceptance and CONSULTANT's credit requirements. 3. Customer Responsibilities 3.1 Customer Liaison and Personnel: Customer shall designate an individual to serve on a dedicated basis as the project leader. The individual shall be available to CONSULTANT personnel as CONSULTANT requires and shall act as the liaison between Customer, CONSULTANT and all other Customer assigned personnel. All Customer personnel assigned to participate on behalf of Customer will be knowledgeable in their assigned areas and will be responsive to CONSULTANT's requests for information required by CONSULTANT to perform the consulting, including, but not limited to, Customer programs, files, general and specific business requirements, documentation requirements and Customer operating procedures. 3.3 Supervision and Responsibility for Customer Tasks: Tasks on which CONSULTANT personnel assist Customer 8. 7.2 Limitations of Liability 8.1 CONSULTANT is not liable for any indirect, special, incidental or consequential damages or lost profits to anyone arising out of this Consulting Agreement or any Consulting, material or documentation provided to Customer by CONSULTANT hereunder. CONSULTANT will perform the Consulting hereunder for Customer in a good and workmanlike manner and according to standards generally accepted in the industry. Customer’s exclusive remedy and CONSULTANT’s entire liability in 8.2 contract, tort, or otherwise for any material, documentation, product or consulting provided by CONSULTANT under This Consulting Agreement is that CONSULTANT shall redo such consulting or exchange such material, documentation or product, as applicable. Notwithstanding anything to the contrary above, in the event CONSULTANT cannot (at its sole opinion) adequately redo the applicable consulting or exchange the applicable material or then Customer may, as its sole and exclusive remedy, obtain from CONSULTANT actual damages not to exceed the charges paid to CONSULTANT for such applicable Consulting, material, documentation or product causing the actual damages. 9. Scope of Consulting Customer agrees that the description in Schedule A fully sets forth CONSULTANT's responsibilities to Customer for consulting. Any consulting or items not expressly set forth in Schedule A as being supplied by CONSULTANT are excluded and shall not in any event be implied by any provision of this Agreement or otherwise. 10. Limitations of Warranty CONSULTANT AND ITS CONTRACTORS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THIS AGREEMENT AND THE MATERIALS, DOCUMENTATION AND CONSULTING PROVIDED. FURTHER CONSULTANT MAKES NO WARRANTIES OF ANY KIND AS TO THE RESULTS THAT CUSTOMER WILL OBTAIN FROM USING OR RELYING UPON THE CONSULTING. 11. Supplier Beneficiaries The terms of Section 11 apply also to CONSULTANT’s contractors who are intended beneficiaries of such provisions. 12. General 12.1 Any written notice or other communication permitted or required by Customer is to be sent by registered mail or guaranteed overnight courier services to the CONSULTANT location specified herein. 12.2 CONSULTANT's obligations under this Consulting Agreement are limited to North America, unless otherwise agreed to in writing. 12.3 CONSULTANT is not liable for any failure or delay in performance due to any cause beyond its control and has no obligation arising out of the abnormal use of the information provided by CONSULTANT's, or any causes external to any item, including but not limited to accident, acts of God, criminal conduct, neglect, acts of war, riots, strikes, or other similar causes. Any consulting that is outside the scope of this Consulting Agreement may be provided, as available, in accordance with CONSULTANT's then current terms, conditions and charges. 12.4 Customer may assign this Consulting Agreement in whole or in part only with the prior written consent of CONSULTANT. CONSULTANT may assign this Consulting Agreement in whole or in part and all or part of the payments to the extent that CONSULTANT's obligations to Customer are not affected. 12.5 If Customer fails to perform as provided herein, CONSULTANT has the right to terminate this Consulting Agreement and to exercise any other remedy existing at law or in equity. Customer is to pay CONSULTANT all costs and expenses including attorneys' fees incurred in exercising its rights and remedies. No delay or failure of CONSULTANT to exercise any right or remedy constitutes a waiver. 12.6 This Consulting Agreement is the complete and exclusive statement of agreement between the parties concerning the Consulting. It may be amended only by a written agreement executed by both parties. If any provision of this Consulting Agreement is held to be invalid by any court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remainder of this Consulting Agreement shall nonetheless remain in full force and effect. This Consulting Agreement shall be governed by the laws of the state of New Hampshire, and shall inure to the benefit of CONSULTANT, its affiliates, distributors, successors, administrators, heirs and assigns. Customer: ________________________ By (Authorized Signature) (Date) By CONSULTANT: _______________________________ (Authorized Signature) (Acceptance Date) (Print Name and Title) Address: Address: (Print Name and Title) Schedule A Consultancy Order 1 Standard Consultancy Consulting Description Start Date Term Charge 2. Payment Terms Consulting fees will be billed bi-weekly and are payable upon presentation of invoice. Expenses will be billed monthly and payable upon presentation of invoice. 3. Statement of Work (if applicable, include (a) products/items to be delivered to Customer, (b) Customer responsibilities and (c) milestone/completion schedule along with payments due): Estimated Total Charge Client Authorization: Date: Client PO#: $ Consultant Approval: Date: