Consulting Handbook

Consulting Handbook

This Consulting Handbook (the "Handbook") sets forth the terms, policies, and procedures governing the consulting engagement between:

Company Name:     Consultant Name:

Effective Date:

Recitals

WHEREAS, Company engages Consultant to perform professional consulting services described herein and Consultant represents that Consultant has the skills, experience, and qualifications necessary to perform such services in a professional manner and in accordance with applicable laws and industry standards;

WHEREAS, Company and Consultant desire to set forth the terms and policies governing the engagement, including scope of work, compensation, confidentiality, intellectual property ownership, reporting obligations, and other operational matters;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Handbook, the parties agree as follows.

Scope of Work

Payment Terms

Compensation Amount:

Late Payment Fee:     Payment Method:

Term and Termination

Term Commencement Date: & Term Expiration Date:

Either party may terminate this engagement for convenience upon providing written notice of days to the other party. Company may terminate immediately for material breach by Consultant that is not cured within days after written notice of such breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by Company to Consultant, whether in written, oral, electronic, or other form, including business plans, financial data, product designs, customer lists, pricing, and trade secrets.

Obligations: Consultant shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance of the services described in this Handbook, and (c) not disclose Confidential Information to any third party without Company's prior written consent, except as required by law. Consultant shall take reasonable measures, at least as protective as those used to protect Consultant's own confidential information, to prevent unauthorized disclosure.

Exclusions and Return: Confidential Information does not include information that is public through no fault of Consultant, already known to Consultant without obligation of confidentiality, or rightfully received from a third party without restriction. Upon termination or upon Company's request, Consultant shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

Intellectual Property

All inventions, works of authorship, designs, developments, discoveries, data, reports, and other materials conceived, developed, or reduced to practice by Consultant in connection with the services ("Work Product") shall be the exclusive property of Company. Consultant hereby irrevocably assigns to Company all right, title, and interest in and to such Work Product, including all intellectual property rights. Consultant shall execute all documents reasonably required to vest ownership and to secure intellectual property rights for Company.

Independent Contractor; Employment Matters

Consultant is an independent contractor and not an employee, partner, or agent of Company. Consultant is solely responsible for all taxes, benefits, insurance, and other obligations arising from Consultant's performance of services. Nothing in this Handbook shall be construed to create an employer-employee relationship.

Expenses and Reimbursement

Company will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Consultant in connection with performance of the services. Consultant shall submit itemized receipts and a written explanation for all expenses. Reimbursement shall be made in accordance with Company's expense policies and within thirty (30) days of Company's receipt of compliant documentation.

Insurance and Indemnification

Consultant shall maintain commercial general liability insurance and professional liability insurance with limits reasonably acceptable to Company and provide certificates of insurance upon request. Consultant shall indemnify, defend and hold harmless Company and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Consultant's negligence, willful misconduct, or breach of this Handbook.

Compliance with Laws; Conduct

Consultant shall comply with all applicable laws, rules, and regulations in performing services. Consultant shall conduct activities with integrity and in a manner that does not harm Company's reputation. Consultant agrees not to solicit Company's employees or contractors during the term of this engagement and for a period of one year following termination, except with Company's prior written consent.

Amendment and Entire Agreement

This Handbook constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification to this Handbook must be in writing and signed by authorized representatives of both parties.

Governing Law and Dispute Resolution

This Handbook shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Handbook shall be subject to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction.

Notices

Acknowledgements

  Consultant acknowledges receipt of the Handbook and agrees to comply with its terms, including the confidentiality and intellectual property provisions.

  Consultant acknowledges that Consultant is engaged as an independent contractor and not as an employee of Company.

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