Sample Consulting Agreement
For an explanation of this agreement see Information File Overview of Consulting Agreements File .
This Consulting Agreement, dated effective _____________, 201___ (this “Agreement”), is made and entered into by and among ___________________ [name of the company ] ( the “ Company ” ) and [ name of consultant ] ( the “ Consultant ” ) .
SCOPE OF WORK
1.1 Services. The Company has engaged Consultant to provide services in joining with the Company ’ s [ summary of the project or business of the Company ]. Consultant will [ summary of the services Consultant is to provide ], and such other services as described in Exhibit A ( jointly, the “ confer services ” ).
1.2 Time and Availability. Consultant will devote _______ hours per month in performing the services for the Company as declared herein. Consultant shall have discretion in selecting the dates and times it performs such consult services throughout the month giving due respect to the needs of the Company ’ south business. If the Company deems it necessary for the Consultant to provide more than ________ hours in any month, Consultant is not obligated to undertake such work until the Consultant and Company have agreed on a rate of compensation. [ The time devoted can be hours per day, per week, or per year. The Company may also elect to pay a flat monthly fee regardless of hours, but the Company should be cautious of this approach. ]
1.3 Confidentiality. In arrange for Consultant to perform the consult services, it may be necessary for the Company to provide Consultant with Confidential Information ( as defined below ) regarding the Company ’ second clientele and products. The Company will rely heavy upon Consultant ’ s integrity and prudent opinion to use this information only in the best interests of the Company .
1.4 Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and occupation ethics. Consultant shall not use time, materials, or equipment of the ship’s company without the anterior written consent of the Company. In no event shall Consultant take any action or accept any aid or engage in any activity that would result in any university, governmental body, inquiry establish or early person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company .
1.5 Outside Services. Consultant shall not use the serve of any other person, entity, or organization in the performance of Consultant ’ sulfur duties without the prior written accept of an policeman of the Company. Should the Company consent to the consumption by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or administration has executed an agreement to protect the confidentiality of the Company ’ s Confidential Information ( as defined in Article 5 ) and the Company ’ s absolute and complete possession of all right, championship, and sake in the work performed under this Agreement .
1.6 Reports. Consultant shall sporadically provide the company with written reports of his or her observations and conclusions regarding the consult services. Upon the ending of this Agreement, Consultant shall, upon the request of Company, prepare a final examination report of Consultant ’ south activities .
2.1 Independent Contractor. Consultant is an independent contractor and is not an employee, spouse, or co-venturer of, or in any other service relationship with, the Company. The manner in which Consultant ’ mho services are rendered shall be within Consultant ’ second sole control and delicacy. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authority from an policeman of the Company .
2.2 Taxes. Consultant shall be responsible for all taxes arising from recompense and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant ’ sulfur employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees. Consultant understands that he/she is creditworthy to pay, according to jurisprudence, Consultant ’ second taxes and Consultant shall, when requested by the Company, properly document to the Company that any and all union and state taxes have been paid .
2.3 Benefits. Consultant and Consultant ’ s employees will not be eligible for, and shall not participate in, any employee pension, health, wellbeing, or other fringe profit plan of the Company. No workers ‘ compensation indemnity shall be obtained by Company covering Consultant or Consultant ’ second employees .
COMPENSATION FOR CONSULTING SERVICES
3.1 Compensation. The Company shall pay to Consultant $ _________ per month for services rendered to the Company under this Agreement. The monthly compensation shall be paid on the first base of the calendar month following the month the services were provided. The monthly recompense shall be paid regardless of the number of consulting hours provided by Consultant in a particular calendar month. [ Another option is to pay hourly and require monthly time documentation. The monthly compensation would be reduced by the hourly rate for the number of hours less than the devoted hours. ] 3.2 Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the confer services. These expenditures include, but are not limited to, expenses related to travel ( i.e., airfare, hotel, irregular housing, meals, park, taxis, mileage, etc. ), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant ’ s proper written request for reimbursement .
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of _________, 201__, and shall continue in broad violence and consequence for ____ consecutive months. The party and Consultant may negotiate to extend the condition of this Agreement and the terms and conditions under which the relationship shall continue .
4.2 Termination. The Company may terminate this Agreement for “ Cause, ” after giving Consultant written notification of the reason. campaign means : ( 1 ) adviser has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached any other provision of this Agreement and the rupture continues for 30 days following acknowledge of a notice from the Company ; ( 2 ) Consultant has committed imposter, misappropriation, or embezzlement in association with the Company ’ randomness business ; ( 3 ) adviser has been convicted of a felony ; or ( 4 ) Consultant ’ second use of narcotics, liquor, or illegitimate drugs has a damaging effect on the performance of his or her employment responsibilities, as determined by the Company .
4.3 Responsibility upon Termination. Any equipment provided by the company to the Consultant in connection with or forwarding of Consultant ’ randomness services under this Agreement, including, but not express to, computers, laptops, and personal management tools, shall, immediately upon the result of this Agreement, be returned to the Company .
4.4 Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter .
5.1 Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain “ Confidential Information ” ( as hereinafter defined ) of the Company. Consultant agrees that Consultant will not and Consultant ’ south employees, agents, or representatives will not use, immediately or indirectly, such confidential information for the profit of any person, entity, or constitution early than the Company, or disclose such Confidential information without the written authority of the President of the Company, either during or after the term of this Agreement, for ampere long as such information retains the characteristics of Confidential Information .
5.2 Definition. “ Confidential Information ” means information not by and large known and proprietary to the ship’s company or to a third party for whom the company is performing study, including, without limit, information concerning any patents or trade secrets, confidential or unavowed designs, processes, rule, source codes, plans, devices or material, research and exploitation, proprietary software, analysis, techniques, materials, or designs ( whether or not patented or patentable ), directly or indirectly useful in any expression of the business of the Company, any seller names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential data or proprietorship aspects of the clientele of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable footing to believe to be confidential Information, or which is treated by the Company as being Confidential information, shall be presumed to be confidential Information .
5.3 Property of the Company. Consultant agrees that all plans, manuals, and particular materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive place of the Company. promptly upon the termination or result of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and real items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered hereinafter, including, without limitation, all Confidential Information, in concert with all copies and abstracts thereof.
RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents, and palpable items prepared for and submitted to the company by Consultant in connection with the services rendered under this Agreement shall belong entirely to the party and shall be deemed to be works made for hire ( the “ deliverable Items ” ). To the extent that any of the deliverable Items may not, by operation of law, be works made for rent, Consultant hereby assigns to the Company the ownership of copyright or mask function in the deliverable Items, and the Company shall have the correct to obtain and hold in its own name any trademark, copyright, or dissemble work registration, and any early registrations and like protection which may be available in the deliverable Items. Consultant agrees to give the Company or its designees all aid reasonably required to perfect such rights .
CONFLICT OF INTEREST AND NON-SOLICITATION
7.1 Conflict of Interest. Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct rival of the Company during the duration of this Agreement unless press out written authority to do so is given by the Company ’ second President. A lineal rival of the Company for purposes of this Agreement is defined as any individual, partnership, pot, and/or other business entity that engages in the business of [ define business – substantially similar to what is provided at Section 1.1 ] within _____ miles of the [ facility, headquarters, etc. ] .
7.2 Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or shape with, on a part-time, consulting, advising, or any early basis, early than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company .
RIGHT TO INJUNCTIVE RELIEF
adviser acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in oscilloscope and duration, and are not unduly restrictive. Consultant farther acknowledges that a rupture of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable damage to the Company, and that a rectify at jurisprudence for gap of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable easing, including, but not restrict to, injunctive stand-in, and to any early remedy that may be available under any applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the company does not preclude a court from ordering injunctive relief. Both damages and injunctive easing shall be proper modes of relief and are not to be considered as alternative remedies .
9.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a woo of competent jurisdiction, that provision shall be severed and shall not affect the robustness or enforceability of the remaining provisions .
9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws ( and not the laws of conflicts ) of the State of [ governing law ] .
9.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the stallion agreement and agreement of the parties as to the subject matter of this Agreement and supersedes all anterior discussions and understandings in obedience to the subject of this Agreement, whether written or oral .
9.4 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the single challenge resoluteness method under this Agreement. The decision and award determined by such arbitration will be concluding and binding upon both parties. All costs and expenses, including fair lawyer ’ mho fees and adept ’ randomness fees, of all parties incurred in any challenge that is determine and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in obedience of such quarrel ; provided, however, that if accomplished liability is not assessed against alone one party, the parties will share the entire costs in proportion to their respective amounts of indebtedness so determined. Except where clearly prevented by the area in challenge, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved .
9.5 Modification. No alteration, result, or attempted release of this Agreement, or any provision thence, shall be valid unless in write signed by the party against whom the same is sought to be enforced .
9.6 Waiver of Breach. The release by a party of a breach of any provision of this agreement by the other party shall not operate or be construed as a release of any other or subsequent transgress by the party in breach .
9.7 Successors and Assigns. This Agreement may not be assigned by either party without the anterior written consent of the early party ; provided, however, that the Agreement shall be assignable by the company without Consultant ’ randomness accept in the event the Company is acquired by or merged into another corporation or occupation entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns .
9.8 No Conflict. Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken by Consultant under this Agreement .
IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above .
By : _____________________________________ By : ______________________________________
Its: _____________________________________ Its: ______________________________________
Its : _____________________________________ Its : ______________________________________
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Joe R. Thompson, Barnes & Thornburg, LLP 225 S. 6th Street, Suite 2800, Minneapolis, MN 55402, 612-367-8736