Professional Consulting Service Contract by nealha

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This is a Consulting Services Contract with pertinent legal protection clauses drafted by attorneys and used by Harrington Forward Thinking.

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									                              AGREEMENT FOR SERVICES

         This Agreement for Services (the “Agreement”), with an effective date of [DATE],
is by and between [COMPANY NAME, a (TYPE OF COMPANY AND STATE ITS
REGISTERED], with its principal office at [INSERT ADDRESS OF COMPANY’S PRINCIPAL
OFFICE HERE] (hereinafter “Company”), and [NAME OF CLIENT], [TYPE OF ENTITY], with
its principal office at [ADDRESS] (hereinafter “Client”).

                                      WITNESSETH:

       WHEREAS, Client finds that the Company is willing to perform certain work
described in Exhibit “A”, attached hereto and incorporated herein by reference, in
accordance with the provisions of this Agreement; and
        WHEREAS, Client finds that the Company is qualified to perform the work, all
relevant factors considered, and that such performance will be in furtherance of Client’s
best interests.
        NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound, the parties hereto
agree as follows:

1.     TERM

        The term of the Agreement shall begin upon the date first specified above and
shall end on [DATE].

2.     SCOPE OF AGREEMENT

         Client and the Company acknowledge the terms of this contract pertain to the
[YEAR] election for [OFFICE SOUGHT]. Client and the Company further acknowledge
that the purpose of this Agreement is for the Company to raise needed funds to secure the
office of [TYPE] in [YEAR]. Client and Company agree that Company will work with
Client’s team to implement and execute an aggressive fundraising plan.

3.     PROFESSIONAL SERVICES

        3.1    Services to Client. The Company shall provide those services selected by
Client in Exhibit “B”, attached hereto and incorporated herein by reference, as well as
any other services that may be agreed upon from time to time by the parties (the
"Services").
       3.2     Work Product. In performing the Services, the Company may use certain
materials, products, courseware, contributor lists and other property that belongs to the
Company (the “Company Property"). The parties acknowledge and agree that the


                                 [OFFICE ADDRESS]
                                  [COMPANY NAME]
                                   Service Agreement for
                                     [CLIENT NAME]

Company shall retain all right, title, and ownership in and to all the Company Property,
including but not limited to all copyright, patent, trademark, trade secret, and any other
intellectual property rights pertaining thereto. The Company shall co-own any contributor
lists developed by the Company for Client during the term of this Agreement. Moreover,
Client covenants and agrees that it will not rent, sell, or provide any contributor lists
developed by the Company to any other campaign, candidate, individual or entity.
         3.3     Residuals. Client acknowledges that the Company provides professional
services for others, and agrees that nothing herein will be deemed or construed to prevent
the Company from carrying on such services. Nothing in this Agreement will preclude the
Company from developing for itself, or for others, materials that are competitive with
those produced as a result of the services provided under this Agreement, irrespective of
their similarity to items that may be developed by the Company under such agreements,
provided that no such materials reference or incorporate any of Client's Confidential
Information. The Company will have the right to use techniques, methodologies, tools,
ideas, contributor lists, and other general know-how gained during the performance of
services for Client (the "Residuals") in the furtherance of the Company' own business,
provided that any such Residuals do not reference or incorporate any Confidential
Information of Client.
        3.4    Cooperation. Client will provide reasonable cooperation to the Company
in providing access, taking actions and executing documents, as appropriate, to help the
Company perform the Services. Client agrees that the Company' performance may be
dependent on Client's timely and effective cooperation with the Company, and
acknowledges that delays by Client may result in delays in any scheduled deadlines.

4.     COMPENSATION
       Client agrees to pay Company compensation as specified in Exhibit “C”, attached
hereto and incorporated herein by reference.

5.     CHANGE ORDERS

       Client may, with the approval of the Company, issue written directions (the
"Change Order") within the general scope of any Services to be ordered. The Change
Order may be for additional work or may direct a change in the work covered by the
Task Order. All Change Orders must be approved by both parties in writing.

6.     STANDARD OF CARE

         The Company represents and warrants that: (a) the Services will be performed by
qualified persons possessing competency consistent with applicable industry standards;
(b) the Services will be provided in accordance with the terms set forth in Exhibit “A”;
(c) the Company has full authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and this Agreement will not violate any
other agreement to which the Company is or becomes a party, nor any law, court order,
or decree to which the Company is subject; (d) the Services to be rendered in connection
with this Agreement will not violate or in any way infringe upon any rights of third parties,
including but not limited to any property, contractual, employment, proprietary
information, or nondisclosure rights. No other representation, express or implied, and no
warranty or guarantee is included or intended in this Agreement, or in any report, opinion,
                                  [COMPANY NAME]
                                   Service Agreement for
                                     [CLIENT NAME]

deliverable, work product, document otherwise. Furthermore, no guarantee is made as to
the efficacy or value of any services performed or scripts or other materials developed.
THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY COMPANY
CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

7.     CONFIDENTIAL INFORMATION

          7.1 Confidential Information. This term includes any and all information
disclosed by either party to the other that is marked "confidential" or "proprietary,"
including orally conveyed information designated confidential at the time of disclosure
provided that it is reduced to a written summary marked "confidential" that is supplied to
the other party within thirty (30) days of the oral disclosure. "Confidential Information"
does not include any information that the receiving party can demonstrate is: (a) rightfully
known by the receiving party prior to disclosure; (b) rightfully obtained from a third party
authorized to make such a disclosure; (c) independently developed by the receiving party
without use of the disclosing party's Confidential Information and without breach of this or
any other agreement, as demonstrated by contemporaneous documentation; (d) made
available to the public without restrictions by the disclosing party; (e) approved for
disclosure with the prior written approval of the disclosing party; or (f) required by order
of a court of competent jurisdiction, provided that the party required to disclose the
information shall use its best reasonable efforts to limit disclosure and to obtain
confidential treatment or protective order and further has provided advance notice to
allow the disclosing party to participate in the applicable proceeding.
         7.2    Obligation. Neither party will use any Confidential Information of the
disclosing party except as expressly permitted in or required by this Agreement or as
expressly authorized in writing by the disclosing party. Each party shall use the same
degree of care to protect the disclosing party's Confidential Information as it uses to
protect its own Confidential Information of like nature, but in no circumstances less than
reasonable care. Neither party is allowed to disclose the other party's Confidential
Information to any person or entity other than the receiving party's officers, employees,
consultants and legal advisors who need access to such Confidential Information to effect
the intent of this Agreement. Each party agrees to ensure that any individual or entity
receiving Confidential Information for or on behalf of such party under this Agreement will
he bound by the terms of the Confidential Information provisions of this Agreement. Each
party agrees to notify the other party promptly if it becomes aware of any unauthorized
use or disclosure of Confidential Information and to provide reasonable assistance to such
other party, and its licensors, in the investigation and prosecution of such unauthorized use
or disclosure.
        7.3 Return of Data. Upon termination or expiration of this Agreement, each
party's rights to use or possess Confidential Information automatically terminate
immediately. Each party will return, or at the other party's request provide verification of
destruction of, any copy of any the other party's Confidential Information it may possess.

8.     INDEMNIFICATION
                                   [COMPANY NAME]
                                    Service Agreement for
                                      [CLIENT NAME]

         The Company will indemnify and hold Client harmless from any loss, expense
(including counsel fees) cost, liability, damage or claim for personal injury, including death,
at any time resulting from the performance of this agreement, except to the extent such
loss is due to the negligence of Client. Similarly, Client will indemnify and hold the
Company harmless from any loss, expense (including counsel fees), cost, liability, damage
or claim for personal injury, including death, at any time resulting from the performance of
this agreement, except to the extent such loss is due to the negligence of the Company.

9.     TERMINATION

        Client or the Company has the right to cancel this Agreement at any time for any
reason with sixty (60) days’ written notice (“Termination Notice”). In the event of
Termination by the Company, the Company will immediately cease incurring Additional
Expenses, as hereinafter defined, in connection with this Agreement. In the event the
Company receives written notice of termination from Client, the Company shall use best
efforts to cease incurring Additional Expenses in connection with this Agreement as of the
date of receipt of the Termination Notice. Client shall pay the Company all costs and
expenses reasonably incurred by it prior to the Termination Notice, including but not
limited to, all outstanding bills, whether invoiced or not, within ten (10) days of the
Termination Notice. Should Client terminate this contract for any reason, Client agrees to
pay full Commission Fee to the Company for the remainder of the month that this
Agreement is terminated plus the current month’s Retainer Fee. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL
DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT OR TORT.

10.    NOTICES

        All notices, demands and other communications required or permitted hereunder or
in connection herewith shall be in writing and shall be deemed to have been duly given and
delivered (including by receipt verified facsimile transmission) or mailed in the Continental
United States by first class mail, postage prepaid, to a party at the following address, or
to such other address as such party may hereafter specify by notice:


       If to [CLIENT NAME]:

       _______________________
       _______________________
       _______________________
       _______________________


       If to Company:

       _______________________
       ____
								
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