Consultant Consulting Agreement

Employment of Consultant or Consulting Agreement

Agreement made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Consultant.

Whereas, Client wishes to contract with Consultant for the services of Consultant in the field of ; and

Whereas, Consultant is willing and qualified to perform such services.

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. Services

It is understood that services provided by Consultant pursuant to this Agreement shall be so provided on a day-to-day, as-needed basis. Client shall have sole discretion to determine the need for continued providing of such services. Consultant shall not perform services the cost of which would exceed the dollar authorization set forth in Client's written authorization. Client shall have sole discretion to establish the minimum qualifications necessary for the performance of any service to be rendered by Consultant under and pursuant to this Agreement. Further, if at any time and at its sole discretion, Client determines that the services performed under and pursuant to this Agreement by any of Consultant's employees are not satisfactory, it will so notify Consultant in writing and Consultant shall immediately withdraw such individual and, at Client's option, furnish an individual who meets the qualifications required. Consultant agrees to perform such services as may be requested in writing by Client, including, but not limited to, .

2. Compensation

Client shall compensate Consultant as follows:

A. $ per hour for the effort expended by Consultant pursuant to this Agreement.

B. Actual expenses incurred by Consultant directly related to Consultant's performance under and pursuant to this Agreement.

C. Payment under this Section by Client shall be net days from the date of receipt by Client of Consultant's invoice setting forth the total effort expended and actual expenses incurred and paid for by Consultant. Consultant's invoice for expenses shall be supported by appropriate receipts.

3. Consultant’s Employees

If employees of Consultant also perform services for Client under and pursuant to this Agreement, they shall be bound by the provisions of this Agreement and Consultant shall, at the request of Client, furnish to Client satisfactory evidence to that effect and that such employees are in fact employees of Consultant only and that all such employees are covered by workers compensation insurance and that taxes required to be withheld or paid on behalf of such employees have been paid or provided for by Consultant.

4. Consultant is an Independent Contractor

Consultant is an Independent Contractor and is not an employee, servant, partner or joint venturer of Client. Client shall determine the services to be provided by Consultant, but Consultant shall determine the legal means by which it accomplishes the services in accordance with this Contract. Client is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Consultant is not entitled to receive the benefits which employees of Client and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Client. It is further understood that Consultant is free to contract for similar services to be performed for other or organizations while under Contract with Client.

5. Confidentiality

Consultant agrees that:

A. All knowledge and information that Consultant may receive from Client or from its employees or other Consultants of Client, or by virtue of the performance of services under and pursuant to this Agreement, relating to inventions, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data that belong to Client or to those with whom Client has contracted regarding such information; and

B. All information provided by Consultant to Client in reports of work done, together with any other information acquired by or as direct result of employment as a Consultant by Client and during the term of such employment, shall for all time and for all purposes be regarded by Consultant as strictly confidential and held by Consultant in confidence, and solely for Client's benefit and use, and shall not be used by Consultant or directly or indirectly disclosed by Consultant to any person whatsoever except to Client or with Client's prior written permission.

6. Inventions and Works that can be Copyrighted or Patented

Consultant further agrees on its behalf and on behalf of its employees, representatives, vendors, subcontractors, and agents, that Consultant will promptly communicate and disclose to Client or to its nominees, all computer programs, documentation, software, and other copyrightable works (the Copyrightable Works), and all discoveries, improvements, and inventions (the Inventions) conceived, reduced to practice, or made by Consultant or its agents, whether solely or jointly with others, during the term of this Agreement:

A. Along the lines of Client's products or applicable to or useful with such products;

B. Relating to Client's manufacturing or other processes or procedures or to machinery or apparatus useful in connection with such processes or procedures;

C. Relating to Client's investigations or to the nature of its business at the time of the invention; or

D. Resulting from or related to any work Consultant or its agents may do on behalf of Client or at its request; shall be and remain entirely the property of Client.

7. Intellectual Property Belongs to Client

A. All such inventions and copyrightable works that Consultant is obligated to disclose shall be and remain entirely the property of Client. It is agreed that all copyrightable works are works made for hire and shall be the exclusive property of Client. Further, Consultant agrees to assign and does assign to Client any rights it may have in such copyrightable works.

B. Consultant and its agents will assist Client and its nominees, successors, or assigns, on request, during and following the term of this Agreement, at Client's expense, to obtain and maintain for its own benefit, patents and/or copyright registrations for any such inventions and or copyrightable works in any and all countries. Such assistance shall include, but not be limited to, executing and delivering specific assignments of any such invention or copyrightable work and all domestic and foreign patent rights and copyrights in such invention or work, and all other papers and documents that relate to securing and maintaining such rights, and performing all other lawful acts, as may be deemed necessary or advisable by Client or its nominees, successors, or assigns.

8. Consultant Representation

Consultant represents and warrants that Consultant and Consultant's employees have the right to perform the services required under and pursuant to this Agreement without violation of obligations to others, and that Consultant and its employees have the right to disclose to Client all information transmitted to Client in the performance of services under and pursuant to this Agreement, and Consultant agrees that any information submitted to Client, whether patentable or not, may be used fully and freely by Client.

9. Duration and Termination

This Agreement shall become effective on the date stated above and shall continue for a period of days. In addition to terminating at the end of such period, this Agreement may be terminated pursuant to the following:

A. Immediately on the death or incapacity of any person employed by Consultant who, in the sole opinion of Client, was essential for the successful performance of Consultant's obligations under and pursuant to this Agreement;

B. By either party, with or without cause at any time, on days' prior written notice; or

C. By Client, at any time, on days' prior written notice, if Consultant assigns this Agreement, or any right or obligation under this Agreement, without Client's prior written consent; or if there is a change in the control or management of Consultant that is unacceptable to Client; or if Consultant ceases to function as a going concern, or to conduct its operations in the normal course of business.

10. Indemnity and Insurance

A. Consultant agrees to defend at its own cost and expense any claim or action against Client for actual or alleged infringement of any United States patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any service furnished to Client by Consultant pursuant to the terms of this Agreement. Consultant agrees, should Client's use of any service furnished to Client by Consultant be enjoined by any court, to promptly obtain, at no expense to Client, the right to continue to use the items so enjoined or, at no expense to Client, and provide Client promptly with substitute items to the enjoined products. The limit to Consultant's liability for all costs, expenses, judgments, fees and settlements under this provision shall be the amount Client has paid under this Agreement.

B. Consultant shall procure and maintain for itself and its employees all insurance coverages as required by Federal or State law, including workers' compensation insurance.

11. Non-Solicitation

Unless otherwise mutually agreed to by the parties in writing, the parties agree that they will not hire or solicit the employment of any personnel of the other party during the term of this Agreement and for a period of months after the termination of this Agreement.

12. Services after Termination and Covenant Not to Compete

Contractor agrees that, for period of (e.g., two) years following the termination of this Agreement, Contractor will not directly or indirectly:

A. Perform any similar services for any person or firm engaged in competition with the business of Client in .

B. If any restriction set forth in this Section 12 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

C. The restrictions contained in this Section 12 are necessary for the protection of the business and goodwill of the Client and are considered by Consultant to be reasonable for such purpose. Consultant agrees that any breach of this Section 12 will cause Client substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, Client shall have the right to seek specific performance and injunctive relief.

13. Loss or Damage

Consultant shall be responsible for and shall reimburse Client for all loss or damage to Client's property, property of third parties, or personal injury caused by the acts or omissions of Consultant, its agents, or employees during the term of this Agreement.

14. Use of Client’s Name

Except as specifically authorized in writing by us, Consultant will not use Client's name, products, or commercials, or portions of them, in your advertising or promotions, nor allow anyone not specifically authorized by Client to view or possess any such commercials or elements or portions.

15. Surviving Obligations

The obligations of Consultant as set forth in Sections 5, 6, 7, 11, 12 and 14, above, shall survive any expiration or termination of this Agreement. On termination of this Agreement, Consultant will return to Client all written information, drawings, models, and other materials or files supplied to Consultant or created by Consultant at the expense of Client.

16. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

17. No Waiver

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.

18. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

19. Notices

Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

20. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

21. Mandatory Arbitration

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.

22. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

23. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

24. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

25. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

26. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

27. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.