THIS CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of
the ____ day of February, 2010, by and between NAME OF YOUR COMPANY, INC., a
NAME OF YOUR STATE corporation (hereinafter called the “Company”), and
_______________________ (hereinafter called “Consultant”).
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment. The Company hereby retains Consultant as a consultant to perform
programming and website design, including without limitation ________________________.
2. Intellectual Property. It is the intention of the parties hereto that all rights,
including without limitation copyright, patents software, drawings, designs, and all ideas or other
intellectual property, in any written material, software products, reports, inventions,
improvements, developments and discoveries made, memoranda or notes or other intellectual
property prepared by Consultant pursuant to the terms of this Agreement or otherwise for the
Company (the “Work”) vest in the Company. The parties expressly acknowledge that the Work
was specially ordered or commissioned by the Company, and further agree that it shall be
considered a “Work for Hire” within the meaning of the copyright laws of the United States and
that the Company is entitled, as author to the copyright and all other rights therein, throughout
the world, including without limitation, to the right to make such changes therein and such uses
thereof, as it may determine in its sole and absolute discretion. If, for any reason, the Work is
not considered a work made for hire under the copyright law, then Consultant hereby grants and
assigns to the Company, its successors and assigns, all of its right, title, and interest in and to the
Work, including without limitation, the copyright therein throughout the world (and any renewal,
extension or reversion copyright now or hereafter provided), and all other rights therein of any
nature whatsoever, whether now known or hereafter devised, including without limitation the
right to make such changes therein, and such uses thereof, as the Company may determine. In
connection with the foregoing, Consultant shall execute and deliver to the Company such further
instruments as may be necessary or desirable to perfect the foregoing assignment and to protect
the Company’s rights.
3. Compensation. The Company shall pay Consultant a fee equal to
4. Term. The term of this Agreement shall commence on the date hereof and shall
terminate upon written notice from either party.
5. Confidentiality. Consultant shall not, without the prior consent of the Company,
disclose any Confidential Information to any third party, directly or indirectly or utilize any
Confidential Information for his personal use or any use other than for the benefit of the
Company. For purposes of this Agreement, “Confidential Information” means any non-public
information, whether proprietary or non-proprietary, concerning the Company, its principals,
affiliates, assets, liabilities, strategies, agreements, partners, capital sources, financial condition
products or intellectual property. In addition, during the period commencing on the date hereof
and ending one (1) year after the termination of this Agreement, Consultant shall not directly or
indirectly solicit or attempt to solicit any partners, consultants, lenders, investors, or clients of the
Company for any business that is competitive to the Company, or contact any party with whom
the Company was negotiating during the term of the Agreement for any business that is
competitive to the Company.
6. Injunctive Relief. Consultant acknowledges that disclosure of any Confidential
Information or the breach of the covenants contained herein will give rise to irreparable injury to
the Company, inadequately compensable in damages. Accordingly, the Company may seek and
obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in
addition to any other legal remedies which may be available. Consultant further acknowledges
and agrees that the covenants contained herein are necessary for the protection of the Company’s
legitimate business interests and are reasonable in scope and conduct.
7. No Agency. In carrying out its services hereunder, Consultant shall have no
authority to bind the Company or make representations on behalf of the Company, and shall in
no event be considered an agent of the Company.
7. Notices. All notices, consents, demands, designations, requests, approvals and
other communications permitted or required to be given under this Agreement shall be in
writing, sent by United States mail, nationally recognized overnight courier, by facsimile or by
hand addressed as follows, or by E-Mail, as the case may be:
To the Company:
Any notice or communication delivered as above provided shall be deemed to have been
given and be effective upon receipt (it being agreed that a confirmed facsimile shall be deemed
received upon the sender’s receipt of such confirmation).
8. Assignment. Consultant may not assign this Agreement without the Company’s
prior written consent. Any purported assignment without such consent shall be void and of no
9. Nature of Relationship. Consultant is an independent contractor, with authority to
act only in accordance with the terms of this Agreement and nothing explicit or implied in this
Agreement shall be construed as creating a partnership or joint venture or an employment
relationship between Consultant (or any person employed by Consultant) and the Company or
any other relationship between the parties hereto and agrees that it shall act as an independent
contractor hereunder with respect to the Company in connection with Consultant’s obligations
under this Agreement. Consultant further agrees that the Company shall not be obligated to pay
withholding taxes, social security, unemployment taxes, disability insurance premiums, health
insurance premiums, or similar items, in connection with any payments made to the Consultant
pursuant to the terms of this Agreement.
10. Governing Law. This Agreement shall be construed and enforceable in
accordance with the laws of the State of California.
11. Entire Agreement. This Agreement contains the entire agreement between the
parties and shall not be amended, modified or canceled except in writing signed by the party to
12. Successors and Assigns. All terms, conditions and agreements herein set forth
shall inure to the benefit of, and be binding upon the parties and their respective permitted
successors and assigns.
13. Waiver. The failure of either party to insist upon strict performance of any term
or provision of this Agreement or to exercise any option, right or remedy herein contained, shall
not be construed as a waiver or as a relinquishment for the future of such term, provision, option,
right or remedy, but the same shall continue and remain in full force and effect. No waiver by
either party of any term or provision hereof shall be deemed to have been made unless expressed
in writing and signed by such party.
14. Partial Invalidity. If any portion of this Agreement shall be decreed invalid by the
judgment of a court, this Agreement shall be construed as if such portion had not been inserted
herein except when such construction would constitute a substantial deviation from the general
intent and purpose of this Agreement.
15. Attorneys’ Fees. In the event of litigation or other legal proceedings between the
parties hereto arising out of this Agreement, the reasonable attorneys’ fees and costs of the
prevailing party shall be reimbursed by the other party.
(Signature Page follows)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
NAME OF YOUR COMPANY, INC.,
a NAME OF YOUR STATE corporation