This document sets forth an agreement whereby a company hires a consultant for the provision of marketing services. The statement of work, detailing the services to be provided by the consultant, can be attached as Exhibit A to the agreement. This long-form template document includes a confidentiality provision prohibiting the consultant from disclosing the company's confidential information, as well as non-competition and non-solicitation provisions. The consultant performs all services as an independent contractor. This agreement can be customized to best fit the needs of the contracting parties.
This document sets forth an agreement whereby a company hires a consultant for the provision of marketing services. The statement of work, detailing the services to be provided by the consultant, can be attached as Exhibit A to the agreement. This long- form template document includes a confidentiality provision prohibiting the consultant from disclosing the company's confidential information, as well as non-competition and non-solicitation provisions. The consultant performs all services as an independent contractor. This agreement can be customized to best fit the needs of the contracting parties. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”), is made this ____ day of _____________, 20__ is entered into by ___________ (the “Company”), and _____________ (the “Consultant”). RECITALS I. The Company wishes to engage the Consultant on demand for the provision of services offered under this Agreement and detailed within Schedule 1 attached hereto (the “Project”). II. The Consultant is an individual engaged as ______________________________________. III. The Company and the Consultant enter into this Agreement and will abide by the terms and conditions stated hereunder for the engagement of the Consultant and the performance of services hereinafter referred to as “Services” as specified herein. IV. The Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1. SERVICES The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Exhibit A (“Statement Of Work” or “SOW”) to this Agreement which may be amended from time to time by the Company and duly signed by both parties. 1.1. The Consultant will perform the Services in accordance with the procedures described on the Statement of Work, in a timely and professional manner, consistent with industry standards, at a location, place and time that the Consultant deems appropriate, and all in accordance with the Statement of Work and this Agreement. The manner and means that Consultant chooses to perform the Services are in the Consultant’s sole discretion and control. In rendering the Services, the Consultant agrees to provide its own equipment, tools, and other materials at its own expense. 1.2. The Company shall be entitled to exercise a broad general power of supervision and control over the results of work performed by the Consultant to ensure satisfactory performance. This power of supervision shall include the right to inspect, stop work, make suggestions or © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 recommendations as to the details of the work, and request modifications to the Statement of Work. Modifications to the scope of the Statement of Work by the Company resulting in additional services by the Consultant shall be compensated accordingly. 1.3. The Company may request that Project plans, progress reports and a status report be provided by the Consultant on a weekly basis via email to the Company. A final results report shall be due at the conclusion of the Project and shall be submitted to the Company as a confidential written report at such time. The results report shall be in such form and setting forth such information and data as is reasonably requested by the Company. 1.4. Changes in Scope. The Company may, upon written notice to the Consultant , request additions, reductions, or other changes to the scope of any or all Services to be provided pursuant hereto or under a particular SOW, including the addition of new services to supplement such Services (such request, a “Change Request”). Within three (3) business days of Consultant ’s receipt of a Change Request from Company , Consultant shall provide Company with a written response (a “Change Order”) detailing the tasks to be performed to accomplish the proposed changes in scope and/or services set forth in such Change Request, as well as any changes in the Charges that may arise therefrom. Each Change Order shall be in a format substantially similar to that of the Sample Change Order attached hereto as Exhibit B. Consultant shall use reasonable efforts to accommodate each Change Request, at rates no greater than the applicable rates, if any, set forth in the SOW to which such Change Request applies. Either party, in its sole discretion, reserves the right to accept, modify, or reject any or all Change Orders or Change Order requests received from the other party. No Change Order shall bind either party unless and until both parties have accepted the terms and conditions of such Change Order in writing, in which event the terms and conditions of such Change Order shall be deemed an amendment to the applicable SOW. 2. TERM This Agreement shall commence on the date hereof and shall continue until _____________ (such period, as it may be extended, being referred to as the “consultation period”), unless sooner terminated in accordance with the provisions of section 4. 3. COMPENSATION 3.1 Consulting Fees. The Company shall pay to the Consultant consulting fees as described in Exhibit C of this Agreement, which may be amended from time to time by Company and duly signed by both parties. 3.2 Reimbursement of Expenses. During the term of this Agreement, the Consultant shall bill and the Company shall reimburse him or her for all reasonable and approved out-of-pocket expenses (a list of which is set forth in Exhibit C) incurred in connection with the performance of the Services hereunder. Notwithstanding the foregoing, expenses for the time spent by Consultant in traveling to and from Company facilities shall not be reimbursable. Consultant shall submit written documentation and receipts where available itemizing the dates on which © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 expenses are incurred. The Company shall pay Consultant the amounts due pursuant to submitted reports within one (1) week after a report is received by the Company. 4. TERMINATION The Company may, without prejudice to any right or remedy it may have due to any failure of the Consultant to perform his obligations under this Agreement, terminate the consultation period upon 30 days’ prior written notice to the Consultant. In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the consultation period effective immediately upon receipt of written notice, if the Consultant breaches or threatens to breach any provision of section 5. 5. OWNERSHIP OF WORK PRODUCT AND CONFIDENTIAL INFORMATION 5.1 Ownership of Work Product. (a) The Company shall own all Work Product (as defined below). To the extent permitted by law, all Work Product shall be considered work made for hire by Consultant and owned by the Company. (b) If any of the Work Product may not, by operation of law, be considered work made for hire by Consultant for the Company (or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company), Consultant agrees to assign, and upon creation thereof automatically assigns, without further consideration, the ownership of all trade secrets, U.S. and international copyrights, patentable inventions, and other intellectual property rights therein to the Company, its successors and assigns. (c) The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyrights, registrations, and any other protection available as described above. (d) Consultant agrees to perform, upon the reasonable request of the Company, during or after Consultant's employment, such further acts as may be necessary or desirable to transfer, perfect and defend the Company's ownership of the Work Product. When requested, Consultant will: (i) execute, acknowledge and deliver any requested affidavits and documents of assignment and conveyance; (ii) obtain and aid in the enforcement of copyrights (and, if applicable, patents) with respect to the Work Product in any countries; (iii) provide testimony in connection with any proceeding affecting the right, title or interest of the Company in any Work Product; and (iv) perform any other acts deemed necessary or desirable to carry out the purposes of this Agreement. (e) For purposes hereof, "Work Product" shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology or other work product that relates to the business and interests of the Company and © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 that Consultant conceives, develops, or delivers to the Company at any time during the term of Consultant's employment. "Work Product" shall also include all intellectual property rights in any programming, documentation, technology or other work product that is now contained in any of the products or systems (including development and support systems) of the Company to the extent Consultant conceived, developed or delivered such Work Product to the Company prior to the date of this Agreement while Consultant was engaged as an Independent contractor or Consultant of the Company. Consultant hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. 5.2 Confidential Information. a) During the term of this Agreement and in the course of Consultant's performance hereunder, Consultant may receive and otherwise be exposed to Company confidential and proprietary information relating to Company's business practices, strategies, and technologies (the "Confidential Information"). The Confidential Information includes, but is not limited to, ______________________________________________________________________________ ______________________________________________________________________________ ___________ [Describe the information that would be considered confidential], which would be created or developed by Consultant under this Agreement. Confidential Information shall also include all correspondence that has and would take place under this Agreement between the Parties by way of email, chat, facsimile and telephone. The Parties agree that all Confidential Information will be clearly marked as such upon delivery to the other Party, or, if communicated orally, will be clearly specified as Confidential Information at the time of communication and confirmed in writing as confidential within thirty (30) days thereafter. b) Confidential Information shall not include: i) information, which is or becomes generally available other than as a result of the breach of this Agreement by either Party; ii) information, the release of which is expressly authorized in writing by the Party having the legal right to disclose such information; or iii) information which is already lawfully known to or independently developed by either Party without the use of any Confidential Information disclosed hereunder; or iv) information which is lawfully obtained from any third party. c) Consultant acknowledges that the Confidential Information is the sole, exclusive and extremely valuable property and of high importance to the Company. Accordingly, Consultant agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any of the Confidential Information without Company's prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 d) Upon termination of this Agreement for any reason, including expiration of the term, Consultant agrees to cease using and to return to Company all whole and partial copies and derivatives of Company's Confidential Information, whether in Consultant's possession or under Consultant's direct or indirect control. e) Consultant shall, when Consultant receives Confidential Information from Company, both during the term of this Agreement and for three (3) years following the termination thereof, (i) keep secret and retain in strict confidence any Confidential Information received from Company, (ii) not disclose to any third party any Confidential Information received from Company for any reason whatsoever, (iii) not disclose any Confidential Information received from Company to Consultant's employees or associates, except on a need-to-know basis and only after instructing each such employee or associate not to disclose or otherwise make available any Confidential Information to any third party and provided each such employee or associate is bound by appropriate confidentiality agreements with Consultant, and (iv) not make use of any Confidential Information received from Company for its own purposes or for the benefit of any third party except as authorized by this Agreement. f) Consultant agrees that the Confidential Information (excluding Proprietary Information belonging to clients of the Company and third party licensors of the Company) is and shall at all times remain the sole and exclusive property of the Company. The provisions of this Clause on “Confidential Information” shall survive the termination of this Agreement. 6. NON-COMPETITION During the consultation period (as defined below) and for a period of six (6) months thereafter, the Consultant shall not engage in any activity that involves a material conflict of interest with the Company, including any competitive employment, business, or other activity, and he shall not assist any other person or organization that competes, or intends to compete, with the Company. 7. NON-SOLICITATION During the consultation period and for a period of six (6) months thereafter, the Consultant shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the consultant to solicit, any employee of the Company to leave the employ of the Company, or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Consultant to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at any time during the term of the Consultant’s employment with the Company; provided, that this clause (ii) shall not apply to any individual whose employment with the Company has been terminated for a period of six months or longer. 8. INDEPENDENT CONTRACTOR STATUS © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 The Consultant shall perform all services under this agreement as an “independent contractor” and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner. the Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company. 9. INJUNCTIVE RELIEF The Consultant acknowledges that any breach of the provisions of this agreement shall result in serious and irreparable injury to the Company, for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages. 10. NOTICES All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this section 10. 11. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 12. AMENDMENT This Agreement may be amended or modified only by a written instrument executed by both the Company and the Consultant. 13. GOVERNING LAW This Agreement shall be construed, interpreted and enforced in accordance with the laws of the state of ________. 14. SUCCESSORS AND ASSIGNS © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7 This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the consultant are personal and shall not be assigned by him. 15. INTERPRETATION If any restriction in this Agreement is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. 16. MISCELLANEOUS 16.1 No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. 16.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 16.3 In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. COMPANY By: ____________________________ Title: ___________________________ CONSULTANT _______________________________ [Name of Consultant] © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8 EXHIBIT A STATEMENT OF WORK This Statement of Work (“SOW”), effective as of ________________________________ (“Effective Date”) by ______________________(the “Company”), and _____________, (the “Consultant”) is executed pursuant to and as part of that certain Consulting Agreement by and between Company and Consultant, dated as of _____________________ (the “Agreement”). NOW, THEREFORE, for and in consideration of the foregoing premises, and the agreements of the parties set forth below, Company and Consultant agree as follows: 1. Services: The services shall include, but not limited to, the following: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 9 2. Deliverables ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 3. Consultant’s Proprietary Information (if any): ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 4. Schedule and Milestones (If Any). Project Start Date: _____________________________ Estimated Project Completion Date: __________________________ IN WITNESS WHEREOF, the parties have each caused this SOW to be signed and delivered by their duly authorized officers, all as of the date first set forth above. Company Consultant By: By: Name: Name: Title: Title: Date: Date: © Docstoc®, Inc. 2011 – All Rights Reserved EXHIBIT B SAMPLE CHANGE ORDER This Change Order No. _________________________ (“Change Order”), effective as of _________________________________________ (“Effective Date”), is made pursuant to and a part of that certain Consulting Agreement, dated as of _____________________________________________________, by and between ________________________ and ____________________ (the “Agreement”), and the Statement of Work thereto, dated as of xxx (the “SOW”). This Change Order is governed by the terms and conditions of the Agreement. Any defined terms not otherwise defined herein shall have the meanings set forth in the Agreement. Except to the extent otherwise expressly set forth in this Change Order, the terms of the SOW shall remain in full force and effect. The parties hereto acknowledge having read this Change Order and agree to be bound by its terms. The modification(s) set forth below will impact the following terms of the SOW (please check all that apply): [ ] Services [ ] Deliverables [ ] Estimated completion date [ ] Fees [ ] Schedule [ ] Other: _______________ (please specify) Provide a detailed description of the proposed modification(s) and their impact on the SOW: [ADD DESCRIPTION OF CHANGES] IN WITNESS WHEREOF, the parties hereto have each caused this Change Order to be signed and delivered by their duly authorized officers, all as of the Effective Date. Company Consultant By: By: Name: Name: Title: Title: Date: Date: _______________ © Docstoc®, Inc. 2011 – All Rights Reserved EXHIBIT C FEES, PAYMENT TERMS AND EXPENSES Company Consultant By: By: Name: Name: Title: Title: Date: Date: _______________ © Docstoc®, Inc. 2011 – All Rights Reserved
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