Consulting Agreement by bobzepfel

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									                                    Consulting Agreement

        THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of the date set
forth below (the “Effective Date”), by and between
        (the “Company”) and [                      (the “Consultant”) (each a “Party” and
together, the “Parties”).


       A. The Company is engaged in business activities related to
Company’s Business”);

        B Certain consulting and/or other services are required by the Company and shall be
further described in Statements of Work attached to this Agreement (collectively, Services”), and
Consultant wishes to perform such Services:

       C. The Company has created and owns certain business information and intellectual
property rights and other proprietary materials, data, information and technology with respect to
the Company’s Business (“the Company Confidential Information” as further described below)
and Consultant acknowledges the importance of receiving certain the Company Confidential
information on a confidential basis for the “Limited Purpose of Disclosure” (as such term is
defined herein); and

       D. The Company is willing to disclose, and Consultant is willing to receive, the Company
Confidential information upon the terms and conditions hereinafter set forth.

        NOW THEREFORE, in consideration of the premises and obligations hereinafter set
forth, and to induce the Company to disclose the Company Confidential Information to
Consultant on the terms and conditions set forth herein, the Parties hereby agree as follows:

1.     Definitions

           1.1      “Employee and “Employees” mean one or more managers, executives,
supporting staff, and other employees of Consultant who are trained and authorized by
Consultant to provide Services.

             1.2    “Intellectual Property Right” and “Intellectual Property Rights” mean (a) (i)
all rights and benefits under all copyright laws of the United States and all other countries for the
full terms thereof including , but not limited to, renewals, extensions, reversions or restorations
of copyrights now or hereafter provided by law and all rights to make applications for and
obtain copyright registrations therefore and recordations thereof; (ii) all rights to and under new
and useful inventions, discoveries, models, designs, technology and art and all other patentable
subject materials including, but not limited to, all improvements thereof and all know-how
related thereto, and all applications for and the right to file and make applications for Letters
Patent in the United States Patent and Trademark Office, the European Patent Office, and all
other patent and industrial property offices throughout the world and under the Patent
Cooperation Treaty and all other bilateral and multilateral treaties and conventions, all Letters
Patents that issue therefrom and all reissues, extensions, renewals, divisional applications and
continuations (including continuations-in-part) thereof, for the full term thereof; (iii) all trade
secrets; (iv) all trademarks, service marks and Internet domain names and the like throughout the
world; (v) all other intellectual and industrial property and proprietary rights throughout the
world not otherwise included in the foregoing, including but not limited to, all techniques,
methodologies and concepts and trade dress; and (vi) the right to sue for, assert claims, demands,
counterclaims, and /or defenses, request all types of relief, settle or release, and recover all
damages, and all other remedies available at law or in equity for any past, present or future
infringement, misappropriation or other violation of any Intellectual Property Right set forth
above in any civil or any other court, or before any semi-governmental or governmental

            1.3     “Source Material” means all documents, records, files, date, information and
other materials, in print, magnetic, optical, optomagnetic, electronic or digital form (including,
without limitation, canned images and other reproductions) which the Company, its affiliates
and/or related entities provide, make available, or provide access to Consultant in order for
Consultant to provide the Services.

           1.4     “Statement of Work” and “Statements of Work” have the meaning set forth in
Section 2.2.

             1.5      “Company Confidential Information” means all information and material
which is not generally known outside of the Company, or its affiliates or related entities, and/or
which is confidential or proprietary to the Company, its affiliates and/or related entities,
including, but not limited to, all products, devices, compositions, prototypes and other materials,
data and information of any type (including, but not limited to, all intellectual Property Rights in
and related thereto) created in whole or in part by the Company, its affiliates and/or related
entities, or by officers and other employees and agents of the Company, its affiliates and/or
related entities, all Intellectual Property Rights owned by or licensed to the Company, its
affiliates and/or related entities, all computer software (in object and source code format and
including commented code and the like), designs, all design documents, content, flow charts,
algorithms, functional, design and technical specifications, research, development, technologies,
marketing plans, techniques and materials, customer information, and product development

2.     Services

        2.1          Consultant shall perform the Services in accordance with the terms hereof,
including, without limitation, in accordance with, and as specified in a Statement of Work
hereunder, in a professional, efficient and timely manner. The Services, which include, without
limitation, all deliverables and work product, shall be subject to acceptance by the Company in
accordance with the terms hereof. If any deliverable is not reasonably acceptable to the
Company, Consultant shall promptly conform such deliverable to the Company’s requirements.

        2.2         Consultant shall undertake projects and provide Services to the Company only
pursuant to one or more Statements of Work incorporating the terms agreed to herein and as
otherwise agreed and executed by the Parties in the general form of Exhibit A, attached hereto
(together will all schedules, exhibits and other annexes hereto, a “Statement of Work” or
“Statements of Work”). Upon execution, each Statement of Work shall be deemed effective and
part of, and governed by this Agreement as if fully set forth herein. In the event of a conflict
between the terms of this Agreement and the terms of any Statement of Work, the terms of this
Agreement shall govern, except for the payment provisions, in which case the governing
Statement of Work shall govern.

        2.3        All material modifications to a Statement of Work require the mutual
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