Fill and Sign the Agreement Secure Online Form

Agreement to Secure Consulting Business for Technical Advisor Agreement made on the ___ day of __________, 20___, between __________________ of ___________________________________________________ (street address, city, county, state, zip code) , referred to herein as Consultant, and ______________________ , Inc., a corporation organized and existing under the laws of the State of ______________, with its principal office located at _____________________________ (street address, city, county, state, zip code) , referred to herein as ____________ . Whereas, Consultant has marketable expertise in the area of ____________________ (e.g., data center consolidation planning, technology asset assessment, technology staffing assessment, enterprise architecture planning and assessment, and/or technology market strategy assessment); and Whereas, ____________ has contacts with various businesses and organizations that need the expertise of a Consultant in the areas described above and has the ability to market such expertise of Consultant; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. _____________ shall serve as the exclusive agent of Consultant to negotiate and secure consulting engagements and short term employment with businesses and organizations that temporarily need the expertise of Consultant. 2. As Consultant’s exclusive agent, ___________ will: A. Use all reasonable efforts to obtain consulting engagements and short term employment for Consultant in Consultant’s area of expertise. B. Bill and collect all fees from such consulting services. Should any fee be paid to Consultant directly, Consultant agrees to endorse such payment and promptly turn it over to _________________ . C. Pay to Consultant the sum of $___________ for each hour worked by Consultant that is billed to the business or organization who engaged the services of Consultant through ____________. Payments by ______________ to Consultant will be made on or before the _____ day of each month, provided, however, no payment shall be due to Consultant from ___________ until all gross fees billed by ______________ for Consultant’s services for the previous month are collected by the ____________ . 3. Consultant covenants and agrees to: A. Conscientiously fulfill all such consulting engagement supplying the expertise and knowledge of Consultant to the best of his ability. B. Promptly turn over and refer to _______________ every inquiry or invitation with reference to all offers for Consultant’s services that Consultant may receive directly or indirectly. C. Obey all laws and regulations, both state and federal, that apply to such services and to perform in accordance with the ethical rules and precepts in Consultant’s area of expertise. D. Use the services of ____________ exclusively and engage no other person or company to act for Consultant in the capacity described in this agreement. E. Not enter into any agreement that will conflict with this agreement nor any agreement for consulting services except pursuant to this agreement. 4. This agreement is to commence on the date stated above, and terminate on ___________ (date) , unless otherwise renewed as specified in this agreement. In spite of anything herein to the contrary in this agreement, this agreement shall be automatically renewed and shall continue in effect from year to year on each succeeding anniversary date unless either party shall send a written notice of termination to the other, by certified mail, return receipt requested, at least ___________ (num ber) days prior to any automatic renewal date. 5. Consultant shall not, during or after the term of this agreement, directly or indirectly, use, disseminate, or disclose to any person, firm, or other business entity for any purpose whatsoever, any information not generally known in the area of offering technological consultation in which the parties hereto are or may be hereafter be engaged which was disclosed to Consultant or became known by Consultant as a consequence of or through his employment by __________ pursuant to this agreement. This includes information regarding _____________ processes, customers, services, suppliers, and related matters, and also includes information relating to research, development, inventions, manufacture, purchasing, accounting, and marketing. 6. Consultant agrees that, during or after the termination of Consultant's employment by pursuant to this agreement , all documents, records, notebooks, and similar repositories containing such information described in Paragraphs 5 above, including copies of such items, then in Consultant's possession or work area, whether prepared by Consultant or others, are the property of _________ and shall be returned to _________ upon ____________’s request. 7. During the term of Consultant's employment by ____________ and for ______years after termination of such employment pursuant to this agreement, Consultant agrees that he will not, without the prior written consent of _____________ , directly or indirectly, whether as an employee, officer, director, independent contractor, consultant, stockholder, partner, or otherwise, engage in or assist others to engage in or have any interest in any business which competes with Acme in any geographic area in which ___________ markets or has marketed consulting services during the year preceding termination of this agreement. The parties agree and acknowledge that the time, scope and geographic area and other provisions of this agreement have been specifically negotiated by the parties, and Consultant specifically agrees that such time, scope and geographic areas, and other provisions are reasonable under these circumstances. __________ and Consultant further agree that if, despite the express agreement of the parties to this agreement, a court or arbitrator should hold any portion of this agreement unenforceable for any reason, the maximum restrictions of time, scope and geographic area reasonable under the circumstances, as determined by the court or arbitrator, will be substituted for the restrictions held unenforceable. 8. ___________ shall reimburse Consultant for all reasonable and necessary expenses which he may incur relative to his services for __________ and __________ ’s clients, including but not limited to travel, telephone, postage, typing, and copying expenses. __________ will provide reimbursement within _______ (number) days of submission by Consultant to the treasurer or any other officer of ____________ of documentation supporting expenditures. Consultant agrees to submit all documentation for an expense within ______ (number) days after the expense is incurred. 9. Neither this Agreement, nor any rights and obligations under this Agreement, may be assigned by Consultant without the prior written consent of ____________ . 10. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. This Agreement embodies the entire agreement and understanding between the parties with respect to the subject matter of this agreement and may be changed only by an instrument in writing signed by all the parties. The failure of either party to this agreement to insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. This Agreement shall be construed in accordance with and governed by the laws of the State of _____________. 13. Any notice required or permitted to be given under this Agreement shall be sufficient if personally delivered or if mailed by certified mail, return receipt requested, or by courier guaranteeing overnight delivery, to the parties at their last known addresses, or at such other address as either party shall designate in writing. WITNESS our signatures as of the day and date first above stated. ___________________ , INC. ________________________ By_____________________________ CONSULTANT (Name and Office in Corporation)