Fill and Sign the Sample Consulting Agreementagricultural Marketing Form

Business Development Agreement -- Home Barbecue Cleaning and RepairAgreement made on the ________________ (date), between ___________________ ___________________ (Name of Business Developing Company), 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 BDC, and ______________________________ (Name of Company to receive services), 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 Company . Whereas, BDC has developed a business system (the System), including the tools, equipment, cleaning solutions, training manual/video and sample marketing templates to enable a purchaser of the System to have the ability to get started quickly in providing this unique service; and Whereas, the System is designed to enable owners to provide a home service of cleaning and tuning-up Gas BBQ Grills, provide replacement parts, new grills, accessories, and other related products and services; and Whereas, Company desires to purchase the System and to engage BDC as a consultant in accordance with the terms and conditions set forth below. 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. The SystemThe System will include the following:A. Tools, training, and supplies necessary to enable Company to start and operate a business engaged in cleaning and tuning-up Gas BBQ Grills, providing replacement parts, new grills, accessories, and other related products and services. B. A Business Plan, Startup Guide, special equipment and initial inventory of cleaning supplies.C. Marketing and advertising templates. 2.Start–up Costs and Expenses The purchase price for the System is $_____________. This price does not includeshipping and handling costs. This purchase price is payable ____________________________ ____________________________________________________________________________ ___________________________________ (state date, time period, and/or payment terms).3. Contents of SystemA. Training1.A step-by-step Instruction Manual. 2.An Instructional Video on how to clean and tune-up a gas grill.3. Marketing and advertising template. 4.Technical support by phone and e-mail for sixty (60) days.B. Tools and EquipmentSpecialized cleaning equipment, including a power washer, steam cleaner, and an industrial vacuum;A hard cover double walled rolling tool case (36 inches high x 24 inches wide with four 2 inch and 2 four inch locking and water resistant drawers); A 52 piece tool set with storage bag;One heavy duty extension cord;  One stainless steel scratch remover kit; and One fire extinguisher. C. Cleaning Supplies will include the following:Two Cases of 24 oz BDC Premium Grill Cleaner/Degreaser (12 per case). One Case of 4 oz BDC Gas Leak Test Solution (12 per case)  One Case of 8 oz. BDC Concentrated All-in-One Stainless Steel Cleaner and Polish (12 per case). One Case of BDC Scrubber Sponges containing 20 sponges. One Case of garbage bags containing 1000 bags. One Case of disposable gloves containing 50 gloves. One Case of plastic drop-cloths containing 72 cloths. One BDC specialized Burner Port/Valve Orifice Cleaning Tool. One Venturi Tube Cleaning Brush. Five BDC Tough-Scrub Scouring Brushes with Heat Resistant Handle. One BBQ wire brush with scraper. One grill scraper. Ten micro-fibre polishing towels. One whisk broom with scoop. One pair safety glasses. D. Company may make future purchases of grill replacement parts, new grills and/or accessories as well as cleaning supplies from any vendor it chooses. Any such purchase of grill replacement parts, new grills and/or accessories from BDC require a minimum order of $500.00. BDC can supply Company with a recommended parts inventory listing upon request. Cleaning supplies (such as BDC Grill Cleaner/Degreaser, Leak Detector Solution, Stainless Steel Cleaner/Polish, brushes, sponges, etc., require a minimum order of $250.00. Shipping costs are not included in the minimum order requirements. Prices will change on an (e.g., annual) ____________ basis and all such sales will be contingent on the supplies BDC has available.4. Confidentiality The entire contents of the training manual/video and sample marketing templates are trade secrets of BDC . Company may not, and will use its best efforts to ensure that no other persons disclose or use (except as authorized by this Agreement), any of the contents of the training manual/video and sample marketing templates at any time without written permission of BDC. Disclosure of any of the information contained in the training manual/video and sample marketing templates would cause irreparable harm to BDC. BDC is entitled to obtain injunctive relief against Company to protect the contents of the training manual/video and sample marketing templates from disclosure and improper use. Company waives all defenses it might otherwise have to equitable relief for this purpose.5. Nothing in this Agreement authorizes Company to make any contract, agreement, warranty or representation on BDC's behalf, or to incur any debt or obligation in BDC's name. In no event will BDC assume liability for, or be deemed liable as a result of any such unauthorized contract, agreement, warranty, or representation or as a result of any act or omission of Company in its conduct of its business. Company is not granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of BDC or to bind BDC in any manner. This Agreement does not constitute Company as the agent or legal representative of BDC for any purpose whatsoever. Company is and shall be considered an independent contractor with entire control and direction of its business and operations. No agency, employment, or partnership is created by this Agreement.6. Express and Implied WarrantiesA. BDC warrants only that it has a good faith belief that the tools, equipment and cleaning supplies are in good and workable condition. However, there are no express warranties or representations as to performance, description, or classification. B. BDC DISCLAIMS ALL IMPLIED WARRANTIES (OTHER THAN GOOD TITLE) WITH RESPECT TO THE TOOLS, EQUIPMENT AND CLEANING SUPPLIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.7. Remedy and Limitation of BDC’s LiabilityBDC’s sole liability to Company for non-conforming goods shall be the difference between the agreed price and the actual market value of the goods at the time of delivery. UNDER NO CIRCUMSTANCES SHALL BDC BE LIABLE FOR CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES. Company waives any and all other remedies and claims, whether arising under contract, tort, strict liability, product liability, misrepresentation, fraud, or other theory of law or statute.8. SeverabilityThe 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. 9. 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. 10. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 11. 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. 12. 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. 13. Mandatory ArbitrationAny 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. 14. 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. 15. 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. 16. 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. 17. In this contract, 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.____________________________ ____________________________(Name of Company) (Name of BDC) By:______________________________ By:_____________________________ _______________________________________________(Printed name & Office in Corporation) (Printed name & Office in Corporation_______________________ ________________________ (Signature of Officer) (Signature of Officer)