Fill and Sign the Contract with Consultant for Marketing Website Development and Product Development Form

Contract with Consultant for Marketing, Website Development and Product Development Agreement made this __________________ (date) , between __________________ (Name of Corporation) , a corporation organized and existing under the laws of the state of __________________ (name of state) , with its principal office located at _____________________________________________ (street address, city, county, state, zip code) , referred to herein as Client, and __________________ (Name of Consultant) , of _____________________________________________ (street address, city, county, state, zip code) , referred to herein as the Consultant. Whereas, Client is engaged in development of __________________ (type of product) products with an emphasis on __________________________________ (description of product) ; and Whereas, Consultant has experience in marketing, website development and product development; and Whereas, Client has determined it has need for the services of Consultant and accordingly desires to set forth the terms upon which Client will retain 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: I. Services. Client retains Consultant and Consultant agrees to serve Client as an independent consultant providing advice and services to Client in connection with assisting in marketing, website development and product development. Consultant agrees to provide such services to Client as Client may from time-to-time reasonably request, including, but not limited to, advice and services with respect to those matters as to which _______ (he/she) has special competence by reason of _______ (his/her) expertise. II. Term. This Agreement shall remain in full force and effect from __________________ (date) , until __________________ (date) , unless terminated on __________________ (number) days' notice from either party. III. Compensation. Client shall pay, and Consultant shall accept, a fee of $ __________________ per month on the first day of each month that this Agreement is in effect IV. Reimbursement for Costs. Client shall pay all reasonable and necessary business expenses incurred by Consultant in the course of providing advice and services to Client under the terms of this Agreement. Consultant shall obtain written authorization from an executive officer of Client before committing to any such business expenditure in excess of $ __________________ . Consultant shall provide Client with all receipts and other documentation concerning such business expenses and Client, on receipt of documentation acceptable to it, including a statement setting forth the purpose of such expenses, persons contacted and the expectations or results of such conferences or contacts, shall pay such expenses within __________________ (number) days of the receipt of such documentation. Consultant shall pay for all travel between Consultant's offices and Client's offices. V. Independent Contractor. Consultant is retained under the terms of this Agreement as an independent contractor and nothing in this Agreement shall be construed as creating an employer/employee relationship, partnership or joint venture between the parties. Consultant shall be solely liable for the payment of any taxes imposed or arising out of the payment of the compensation to _______ (him/her) by Client as set forth in this Agreement, including taxes imposed by Internal Revenue Code sections 3508 and 6153 and sections 1401 to 1403. Client agrees to the following rights of Consultant consistent with an independent contractor relationship: A. Consultant has the rights to perform services for others during the term of this Agreement; B. Consultant will furnish all equipment and materials used to provide the services required by this Agreement; C. Consultant has the right to hire assistants as subcontractors, or to use _______ (his/her) employees to provide the services required by this Agreement, provided that Client is not liable for resulting cost; and D. Neither Consultant nor _______ (his/her) employees or agents shall be required to devote full time to performing the services required by this Agreement. VI. Authority to Act. Consultant shall not have the authority to act on behalf of Client or to enter into agreements on behalf of Client. VII. Nondisclosure of Confidential Information. A. For purposes of this Agreement, the term Confidential Information means information (i) disclosed to or known by Consultant as a consequence of or through (his/her) engagement with Client, (ii) not generally known outside Client, and (iii) which relates to Client's business. Confidential Information includes, but is not limited to, information of a technical nature, such as methods and materials, trade secrets, inventions, processes, formulas, systems, computer programs, and studies, and information of a business nature such as project plans, market information, costs, customer lists, and so forth. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by Consultant in violation of this Agreement, or (ii) is already in Consultant's possession. B. Recognizing that Client is presently engaged, and may continue to be engaged, in the research and development of processes and the performance of services which involve experimental and inventive work, and that the success of Client's business may depend upon the protection of its processes, products and services by patent, copyright or secrecy, and that Consultant has had, or during the course of _______ (his/her) engagement may have, access to Confidential Information, Consultant agrees that: 1. Client has exclusive right and title to all Confidential Information, and Consultant does now assign all rights _______ (he/she) might otherwise possess in any Confidential Information to Client. Except as required in the performance of _______ (his/her) duties to Client, Consultant will not at any time during or after the term of _______ (his/her) engagement by Client, which term shall include any time in which Consultant may be retained by Client as a consultant, directly or indirectly use, communicate, disclose or disseminate any Confidential Information. 2. All documents, records, notebooks, notes, memoranda and similar repositories of, or containing Confidential Information or any other information of a secret, proprietary, confidential or generally undisclosed nature relating to Client or its operations and activities made or compiled by Consultant at any time or made available to Consultant during the term of _______ (his/her) engagement by Client, including any and all copies of the same, shall be the property of Client, shall be held by Consultant in trust solely for the benefit of Client, and shall be delivered to Client by Consultant on the termination of _______ (his/her) engagement or at any other time on the request of Client. 3. Consultant will not assert any rights under any inventions, trademarks, copyrights, discoveries, concepts or ideas, or improvements of the same, or know-how related to the same, as having been made or acquired by Consultant during the term of _______ (his/her) employment or engagement if based on or otherwise related to Confidential Information. VIII. Assignment of Inventions. A. All discoveries, concepts, and ideas, whether or not patentable or subject to copyright protection, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques, as well as improvements of the same, or know-how related to the same, concerning any past, present or prospective activities of Client which Consultant makes, discovers or conceives (whether or not during the hours of _______ (his/her) engagement or with the use of Client's facilities, materials or personnel), either solely or jointly with others during _______ (his/her) engagement by Client or any affiliate and, if based on or related to Confidential Information, at any time after termination of such engagement (collectively, Inventions ), shall be the sole property of Client, and Consultant agrees to perform the provisions of this Section VIII with respect to Inventions without the payment by Client of any royalty or any consideration for Inventions other than the regular compensation paid to Consultant in _______ (his/her) capacity as a consultant. B. Any written notebooks maintained by Consultant with respect to Inventions and studies or research projects undertaken on Client's behalf shall at all times be the property of Client and shall be surrendered to Client upon termination of Consultant's engagement or, upon the request of Client, at any time prior to such termination. C. Consultant assigns to Client all of _______ (his/her) rights to Inventions. D. Consultant shall sign, acknowledge and deliver promptly to Client, without charge to Client, but at _______ (his/her) expense, such written instruments (including applications and assignments) and take such other acts, such as giving testimony in support of Consultant's inventorship, as may be necessary in the reasonable opinion of Client to obtain, maintain, extend, reissue and enforce United States or foreign letters patent and copyrights relating to Inventions invented by Consultant and to vest the entire right and title to Inventions in Client or its nominee. Consultant acknowledges and agrees that any copyright developed or conceived of by Consultant during the term of _______ (his/her) engagement by Client, which is related to the business of Client, shall be a work for hire under the copyright law of the United States and other applicable jurisdictions. E. Consultant represents that _______ (his/her) performance of all the terms of this Agreement and as a consultant to Client does not and will not breach any trust or contract entered into prior to _______ (his/her) employment by Client. Consultant agrees not to enter into any agreement, either written or oral, in conflict with this Agreement and represents and agrees that _____ (he/she) has not brought and will not bring with Consultant to Client or use in the performance of _______ (his/her) responsibilities at Client any materials or documents of a former employer which are not generally available to the public, unless _______ (he/she) has obtained written authorization from the former employer for their possession and use and provided a copy of such authorization to Client. F. No provisions of this Section VIII shall be deemed to limit the restrictions applicable to Consultant under Sections IX and X. IX. Shop Rights. Client shall also have the royalty-free right to use in its business, and to make, use and sell products, processes and services derived from any inventions, discoveries, concepts and ideas, whether or not patentable, including but not limited to processes, methods, formulas and techniques, as well as improvements of the same or know-how related to the same, which are not within the scope of Inventions as defined above but which are conceived of or made by Consultant during the period _______ (he/she) is engaged by Client or with the use or assistance of Client's facilities, materials, or personnel. X. Covenant not to Compete. Understanding that Client would not enter into this Agreement or retain Consultant without a covenant by Consultant not to compete with Client, Consultant agrees that during the term of this Agreement and for a period of __________________ (number) years from the termination of this Agreement, regardless of the reason of termination, including fault or breach of this Agreement by Client, Consultant will not do any of the following: A. Within any jurisdiction or marketing area in the United States in which Client or any subsidiary of Client is doing business, own, manage, operate, or control any business of the type and character engaged in and competitive with Client or any subsidiary of Client. For purposes of this Section X, ownership of securities of not in excess of _______ % of any class of securities of a public company listed on a national securities exchange or on the National Association of Securities Dealers Automated Quotation System (NASDAQ) shall not be considered to be competition with Client or any subsidiary of Client. B. Within any jurisdiction or marketing area in the United States in which Client or any subsidiary of Client is doing business, act as, or become employed as, an officer, director, employee, consultant or agent of any business of the type and character engaged in and competitive with Client or any of its subsidiaries. C. Solicit any business similar to that of Client's from, or sell any products that are in competition with Client's products to, a person or entity who is, as of the date of this Agreement, a customer or client of Client or any of its subsidiaries, or was such a customer or client of Client within _____________ (number) years prior to the date of this Agreement. D. Solicit the employment of, or hire, any full time consultant or employee retained or employed by Client or its subsidiaries as of the date of termination of this Agreement. Consultant agrees that the covenants under this Section X are partial consideration for Client entering into this Agreement with Consultant. XI. Confidential Nature. This Agreement is confidential in nature and, accordingly, neither Consultant nor Client or any of their officers, directors, employees or agents shall disclose its terms or conditions to any other party unless required to do so pursuant to an order of a court or administrative body having proper jurisdiction over the parties and this Agreement. XII. 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. XIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ (name of state). XIV. Notices. 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. XV . 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. XVI. 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. XVII. 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. XVIII. 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. XIX. 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. XX. 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. WITNESS our signatures as of the day and date first above stated. ________________________ Name of Client ________________________ ________________________________ (Signature of Officer) (Signature of Consultant) ________________________ ________________________ (P rinted Name of Officer) (P rinted Name of Consultant)