Consulting Agreement - Marketing

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									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
                                       CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), is made this ____ day of
_____________, 20__ is entered into by ___________ (the “Company”), and _____________
(the “Consultant”).


      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

    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:


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

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

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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.


3.1    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

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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.


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.


5.1      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

(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

(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

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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.

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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


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.


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.


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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.


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.


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.


This Agreement shall be construed, interpreted and enforced in accordance with the laws
of the state of ________.


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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


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


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.

By: ____________________________

Title: ___________________________


[Name of Consultant]

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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:


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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


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:
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


Company                                               Consultant

By:                                                   By:

Name:                                                 Name:

Title:                                                Title:

Date:                                                 Date:

© Docstoc®, Inc. 2011 – All Rights Reserved

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