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Consulting Agreement

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Consulting Agreement Powered By Docstoc
					This is a form of an independent contractor agreement between a company ("Client")
and a consultant. This agreement sets the terms of the consultant's engagement and
the main provisions include the delivery of services, statement of work, changes in the
scope of work and acceptance procedures, ownership of work product, confidentiality of
information, limitation of liabilities, etc. This form contains standard terms and language
that is used in this type of agreement, however, optional terms and language may be
added to ensure the needs of the contracting parties are met. Use this form if entering
into a Consultant Agreement, or if one is a Business Consultant entering into an
agreement with a person or entity.
                                CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is entered into as of ________ , 20__ (the
“Effective Date”) made between ____________ (“Client”), with a principal place of business at
_______________[ADDRESS] and [NAME OF IC] (“Consultant”), with a principal place of
business at _______________ [ADDRESS].

1. Services Performed by Consultant: [ALTERNATIVE 1 (SERVICES DESCRIBED IN
AGREEMENT):] Consultant agrees to perform the following services for Client: [DESCRIBE
SERVICES CONSULTANT WILL PERFORM, INCLUDING ANY AGREED-UPON WORK
SCHEDULE]

[ALTERNATIVE 2 (SERVICES DESCRIBED ON ATTACHMENT):] Consultant agrees to
perform the services described in Exhibit A, which is attached to and made part of this
Agreement.

2. Consultant's Payment: [ALTERNATIVE 1 (FIXED FEE):] Consultant shall be paid
_________ ($____) [STATE AMOUNT] dollars upon execution of this Agreement and
_________ ($____) [STATE AMOUNT] dollars upon completion of the work as detailed in
Clause 1. [END ALTERNATIVE 1]

[ALTERNATIVE 2 (INSTALLMENT PAYMENTS):] Client shall pay Consultant a fixed fee of
$[_________ ($____) [STATE AMOUNT] dollars, in [NUMBER OF INSTALLMENTS]
installments according to the payment schedule described in Exhibit [A or B] which is attached
to and made part of this Agreement.

[ALTERNATIVE 3 (PAYMENT BY THE HOUR/DAY/WEEK/MONTH):] Consultant shall be
compensated at the rate of _________ ($____) [STATE AMOUNT] dollars per [SPECIFY
“hour,” “day,” “week” or “month”]. [OPTIONAL: “Unless otherwise agreed upon in writing by
Client, Client's maximum liability for all services performed during the term of this Agreement
shall not exceed $[MAXIMUM AMOUNT].”] [END ALTERNATIVE 3]

3. Invoices: Consultant shall submit invoices for all services rendered. Client shall pay the
amounts due within ____ ( ) days of the date of each invoice.

4. Late Fees: Late payments by Client shall be subject to late penalty fees of ____________
(_____ %) percent per month from the due date until the amount is paid.

5. Expenses: [ALTERNATIVE 1:] Consultant shall be responsible for all expenses incurred
while performing services under this Agreement.

[OPTIONAL: However, Client shall reimburse Consultant for all reasonable travel and living
expenses necessarily incurred by Consultant while away from Consultant's regular place of
business to perform services under this Agreement. Consultant shall submit an itemized
statement of such expenses. Client shall pay Consultant within thirty (30) days from the date of
each statement. [END ALTERNATIVE 1.]


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[ALTERNATIVE 2:] Client shall reimburse Consultant for the following expenses that are
directly attributable to work performed under this Agreement:

• travel expenses other than normal commuting, including airfares, rental vehicles, and highway
mileage in company or personal vehicles at __ ( ) cents per mile

• telephone, facsimile (fax), online and telegraph charges

• postage and courier services

• printing and reproduction

• computer services, and

• other expenses resulting from the work performed under this Agreement.

Consultant shall submit an itemized statement of Consultant's expenses. Client shall pay
Consultant within thirty (30) days from the date of each statement. [END ALTERNATIVE 2.]

[OPTIONAL:]
6. Materials: Client shall make available to Consultant, at Client's expense, the following
materials, facilities and equipment: ________________________________________ [List].
These items will be provided to Client by ____ [Date].

7. Term of Agreement: This Agreement will become effective when signed by both parties and
will end no later than _____, 20__.

8. Terminating the Agreement: [ALTERNATIVE 1:] With reasonable cause, either party may
terminate this Agreement effective immediately by giving written notice of termination for
cause. Reasonable clause includes:

• a material violation of this Agreement, or

• nonpayment of Consultant's compensation after twenty (20) days written demand for payment.

Consultant shall be entitled to full payment for services performed prior to the effective date of
termination. [END ALTERNATIVE 1.]

[ALTERNATIVE 2:] Either party may terminate this Agreement at any time by giving ____ [5,
10, 15, 30, 45, 60] days written notice of termination without cause. Consultant shall be entitled
to full payment for services performed prior to the effective date of termination. [END
ALTERNATIVE 2.]

9. Consultant an Independent Contractor: Consultant is an independent contractor, and
neither Consultant nor Consultant's staff is, or shall be deemed, Client's employees. In its



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capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as
follows:

         [INCLUDE ALL OF PROVISIONS 9 (a-j) THAT APPLY:]

      (a) Consultant has the right to perform services for others during the term of this
Agreement subject to noncompetition provisions set out in this Agreement, if any.

       (b) Consultant has the sole right to control and direct the means, manner and method by
which the services required by this Agreement will be performed.

       (c) Consultant has the right to perform the services required by this Agreement at any
place or location and at such times as Consultant may determine.

       (d) Consultant will furnish all equipment and materials used to provide the services
required by this Agreement, except to the extent that Consultant's work must be performed on or
with Client's computer or existing software.

       (e) The services required by this Agreement shall be performed by Consultant, or
Consultant's staff, and Client shall not be required to hire, supervise or pay any assistants to help
Consultant.

         (f) Consultant is responsible for paying all ordinary and necessary expenses of its staff.

       (g) Neither Consultant nor Consultant's staff shall receive any training from Client in the
professional skills necessary to perform the services required by this Agreement.

       (h) Neither Consultant nor Consultant's staff shall be required to devote full-time to the
performance of the services required by this Agreement.

         (i) Client shall not provide insurance coverage of any kind for Consultant or Consultant's
staff.

       (j) Client shall not withhold from Consultant's compensation any amount that would
normally be withheld from an employee's pay.

10. Intellectual Property Ownership: [ALTERNATIVE 1: CLIENT OWNS WORK
PRODUCT] Consultant assigns to Client its entire right, title and interest in anything created or
developed by Consultant for Client under this Agreement (“Work Product”) including all
patents, copyrights, trade secrets and other proprietary rights. This assignment is conditioned
upon full payment of the compensation due Consultant under this Agreement.

Consultant shall, at no charge to Client, execute and aid in the preparation of any papers that
Client may consider necessary or helpful to obtain or maintain-at Client's expense—any patents,
copyrights, trademarks or other proprietary rights. Client shall reimburse Consultant for
reasonable out-of-pocket expenses incurred under this provision.



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[OPTIONAL:] Client grants to Consultant a nonexclusive, [CHOOSE ONE: “irrevocable
license” OR “license for the term of [NUMBER OF YEARS] years”] to use the Work Product.
[ADD ANY PAYMENT PROVISIONS OR OTHER RESTRICTIONS] [END ALTERNATIVE
1]

[ALTERNATIVE 2 (CONSULTANT OWNS WORK PRODUCT):] Consultant shall retain all
copyright, patent, trade secret and other intellectual property rights Consultant may have in
anything created or developed by Consultant for Client under this Agreement (“Work Product”).
Consultant grants Client a nonexclusive worldwide license to use and sublicense the use of the
Work Product for the purpose of developing and marketing its products, but not for the purpose
of marketing Work Product separate from its products. The license shall have a perpetual term
and may not be transferred by Client. This license is conditioned upon full payment of the
compensation due Consultant under this Agreement. [END ALTERNATIVE 2]

11. Consultant's Materials: Consultant owns or holds a license to use and sublicense various
materials in existence before the start date of this Agreement. (“Consultant's Materials”).
Consultant may, at its option, include Consultant's Materials in the work performed under this
Agreement.

[ALTERNATIVE 1 (CLIENT'S LICENSE EXTENDS TO ALL PRODUCTS):] Consultant
retains all right, title and interest, including all copyright, patent rights and trade secret rights in
Consultant's Materials. Subject to full payment of the consulting fees due under this Agreement,
Consultant grants Client a nonexclusive worldwide license to use and sublicense the use of
Consultant's Materials for the purpose of developing and marketing its products, but not for the
purpose of marketing Background Technology separate from its products. The license shall have
a perpetual term and may not be transferred by Client. Client shall make no other commercial
use of the Background Technology without Consultant's written consent.

[OPTIONAL: “This license is granted subject to the following terms:” [ADD ANY DESIRED
PAYMENT OR ROYALTY PROVISIONS].]

[OPTIONAL:] Consultant's Materials include, but are not limited to, those items identified in
Exhibit __, attached to and made part of this Agreement. [END ALTERNATIVE 1]

[ALTERNATIVE 2 (CLIENT'S LICENSE LIMITED TO SPECIFIC PRODUCTS):] Consultant
retains all right, title and interest, including all copyright, patent rights and trade secret rights in
Consultant's Materials. Subject to full payment of the consulting fees due under this Agreement,
Consultant grants Client a nonexclusive worldwide license to use the Background Technology in
the following product(s): [DESCRIBE--FOR EXAMPLE: "the computer program described in
Clause 2 of this Agreement, and all updates and revisions thereto"]. The license shall have a
perpetual term and may not be transferred by Client. Client shall make no other commercial use
of the Background Technology without Consultant's written consent. [END ALTERNATIVE 2]

[OPTIONAL:] Consultant's Materials include, but are not limited to, those items identified in
Exhibit __, attached to and made part of this Agreement.



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12. Confidentiality: During the term of this Agreement and for ____ [6 months to 5] years
afterward, Consultant will use reasonable care to prevent the unauthorized use or dissemination
of Client's confidential information. Reasonable care means at least the same degree of care
Consultant uses to protect its own confidential information from unauthorized disclosure.

Confidential information is limited to information clearly marked as confidential, or disclosed
orally and summarized and identified as confidential in a writing delivered to Consultant within
fifteen (15) days of disclosure.

Confidential information does not include information that:

• the Consultant knew before Client disclosed it

• is or becomes public knowledge through no fault of Consultant

• Consultant obtains from sources other than Client who owe no duty of confidentiality to Client,
or

• Consultant independently develops.

13. Warranties: [ALTERNATIVE 1:] Consultant warrants that all services performed under this
Agreement shall be performed consistent with generally prevailing professional or industry
standards. Client must report any deficiencies in Consultant's services to Consultant in writing
within ____ [30, 60, 90 or more] days of performance to receive warranty remedies.

Client's exclusive remedy for any breach of the above warranty shall be the re-performance of
Consultant's services. If Consultant is unable to re-perform the services, Client shall be entitled
to recover the fees paid to Consultant for the deficient services.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL
OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO
THIS AGREEMENT. [END ALTERNATIVE 1.]

[ALTERNATIVE 2:] THE GOODS OR SERVICES FURNISHED UNDER THIS
AGREEMENT ARE PROVIDED AS IS, WITHOUT ANY EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. [END ALTERNATIVE 2.]

14. Limitation on Consultant's Liability to Client:




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(a) In no event shall Consultant be liable to Client for lost profits of Client, or special, incidental
or consequential damages (even if Consultant has been advised of the possibility of such
damages).

(b) Consultant's total liability under this Agreement for damages, costs and expenses, regardless
of cause, shall not exceed the total amount of fees paid to Consultant by Client under this
Agreement [OPTIONAL: “or $[DOLLAR AMOUNT], whichever is greater”].

(c) Client shall indemnify Consultant against all claims, liabilities and costs, including
reasonable attorney fees, of defending any third party claim or suit, other than for infringement
of intellectual property rights, arising out of or in connection with Client's performance under
this Agreement. Consultant shall promptly notify Client in writing of such claim or suit and
Client shall have the right to fully control the defense and any settlement of the claim or suit.

15. Taxes: The charges included here do not include taxes. If Consultant is required to pay any
federal, state or local sales, use, property or value added taxes based on the services provided
under this Agreement, the taxes shall be separately billed to Client. Consultant shall not pay any
interest or penalties incurred due to late payment or nonpayment of such taxes by Client.

16. Contract Changes: Client and Consultant recognize that:

• Consultant's original cost and time estimates may be too low due to unforeseen events, or to
factors unknown to Consultant when this Agreement was made.

• Client may desire a mid-project change in Consultant's services that would add time and cost to
the project and possibly inconvenience Consultant, or

• Other provisions of this Agreement may be difficult to carry out due to unforeseen
circumstances.

If any intended changes or any other events beyond the parties' control require adjustments to
this Agreement, the parties shall make a good faith effort to agree on all necessary particulars.
Such agreements shall be put in writing, signed by the parties and added to this Agreement.

[OPTIONAL]
17. Dispute Resolution: If a dispute arises under this Agreement, the parties agree to first try to
resolve the dispute with the help of a mutually agreed-upon mediator in the following location
___________ [State city or county where mediation will occur]. Any costs and fees other than
attorney fees associated with the mediation shall be shared equally by the parties.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties
agree to submit the dispute to binding arbitration in the following location ___________ [State
city or county where arbitration will occur] under the rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be entered in any court
with jurisdiction to do so. [END OPTION]




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[OPTIONAL]
18. Attorney Fees: Attorney Fees: If any litigation or arbitration is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.
[END OPTION]

19. General Provisions:
(a) Sole agreement: This is the entire agreement between Consultant and Client.

(b) Severability: If any part of this Agreement is held unenforceable, the rest of the Agreement
will continue in full force and effect.

(c) Applicable law: This Agreement will be governed by the laws of the State of [LIST
APPLICABLE STATE].

(d) Notices: All notices and other communications given in connection with this Agreement shall
be in writing and shall be deemed given as follows:

       • When delivered personally to the recipient's address as appearing in the introductory
paragraph to this Agreement;

        • Three (3) days after being deposited in the United States mails, postage prepaid to the
recipient's address as appearing in the introductory paragraph to this Agreement, or

        • When sent by fax or telex to the last fax or telex number of the recipient known to the
party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice
is promptly given by first-class or certified mail, or the recipient delivers a written confirmation
of receipt.

    Any party may change its address appearing in the introductory paragraph to this
Agreement by giving notice of the change in accordance with this paragraph.

(e) No partnership: This Agreement does not create a partnership relationship. Consultant does
not have authority to enter into contracts on Client's behalf.

(f) Assignment: This Agreement is freely assignable.




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Client: [NAME OF CLIENT]


By: ________________________________________________
             (Signature)

___________________________________________________
(Typed or Printed Name)

Title: ______________________________________________


Consultant: [NAME OF CONSULTANT]

By: _______________________________________________
             (Signature)

__________________________________________________
(Typed or Printed Name)

Social Security Number: ______________________________




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DOCUMENT INFO
Description: This is a form of an independent contractor agreement between a company ("Client") and a consultant. This agreement sets the terms of the consultant's engagement and the main provisions include the delivery of services, statement of work, changes in the scope of work and acceptance procedures, ownership of work product, confidentiality of information, limitation of liabilities, etc.  This form contains standard terms and language that is used in this type of agreement, however, optional terms and language may be added to ensure the needs of the contracting parties are met.  Use this form if entering into a Consultant Agreement, or if one is a Business Consultant entering into an agreement with a person or entity.
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