Consulting Agreement
Consulting Agreement
This Consulting Agreement is made on _________________, by and between
______________ (“Consultant”) and _______________________ (“Customer”).
Whereas Customer requires certain services Consultant can provide, and Consultant wishes to
provide services to Customer, the parties agree as follows:
1. Description of Services. Starting on ___________ (“Date”), Consultant shall provide the
following services (“Services) for Customer: ___________________________________.
2. Performance of Services. The manner in which the Services are to be performed and the
hours to be worked by Consultant shall be determined by Customer. Consultant shall get
prior approval from Customer for the hours to be worked and billed by Consultant.
3. Expense Reimbursement. Consultant shall get prior approval for the kinds, types, and
amounts of expenses to be reimbursed, if any, by the Customer.
4. Payment. Customer will pay Consultant bi-weekly for Services performed and Expenses
incurred according to this Agreement.
5. Support Services by Customer. Customer shall provide the following support staff, office
space, and services support to Consultant while on Customer premises (“Premises”):
_______________________________________________________________.
6. Termination. Either party may terminate this Agreement at any time, with or without cause.
7. Relationship of the Parties. Consultant is an independent contractor with respect to, and not
an employee of, Customer. Therefore, Customer is not responsible for providing any fringe
benefits to Consultant including, but not limited to, health insurance, paid vacation, or any
other employee benefit.
8. Disclosure. Consultant must disclose any outside activities or interests, including ownership
or participation in the development of prior inventions, that conflict or may conflict with the
best interests of Customer. Prompt disclosure is required under this paragraph if the activity
or interest is related, directly or indirectly, to the business of Customer.
9. Employees. Consultant’s employees, if any, who perform services for Customer under this
Agreement, directly or indirectly, shall also be bound by the provisions of this Agreement.
Consultant shall make take all necessary steps to effect compliance with this condition of the
Agreement.
10. Insurance. Consultant shall obtain all necessary insurance and other benefits required by
law for its employees or subcontractors. Consultant shall show such evidence to Customer
prior to beginning work on Customer’s premises.
11. Assignment. Consultant's obligations under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written consent of
Customer. This consent may be withheld for any reason whatsoever.
12. Intellectual Property. The following provisions shall apply with respect to copyrightable
works, ideas, discoveries, inventions, applications for patents, and patents (collectively,
"Intellectual Property"):
A. Consultant's Intellectual Property. Interest in the Intellectual Property that is described on
the attached Exhibit 1 is not subject to this Agreement.
B. Development of Intellectual Property. Any improvements to Intellectual Property items
listed on Exhibit 1, further inventions or improvements, and any new items of Intellectual
Property discovered or developed by Consultant or their Employees, if any, during the term
of this Agreement shall be the property of Customer. Consultant shall sign all documents
necessary to perfect the rights of in such Intellectual Property, including
the filing and/or prosecution of any applications for copyrights or patents. Upon request,
Consultant shall sign all documents necessary to assign the rights to such Intellectual
Property to Customer.
13. Confidentiality. Consultant recognizes that Customer will disclose certain proprietary
information of a broad nature. Consultant agrees to hold all such information in confidence
by itself, and by its employees, if any. This clause shall be interpreted broadly in favor of the
Customer.
14. Unauthorized Disclosure of Confidential or other Information. If it appears that Consultant
has disclosed, or threatened disclosure, of Information in violation of this Agreement,
Customer shall be entitled to an injunction to restrain Consultant or any of
its employees, if any, from disclosing, in whole or in part, such Information, or from providing
any services to any party to whom such Information has been
disclosed or may be disclosed. Customer shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
15. Confidentiality after Termination. The confidentiality and non-disclosure provisions of this
Agreement shall remain in full force and effect after the termination of this Agreement.
16. Return of Records. Upon termination of this Agreement, Consultant shall deliver all
records, notes, memos, email, equipment, and any other related materials to Customer.
Consultant will eliminate, erase, and otherwise dispose of any copies under its, or its
employees, if any, possession, custody, or control.
17. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall
be given to the appropriate party by personal delivery or a recognized over night delivery
service such as FedEx.
If to the Consultant: _____________________________________________________.
If to the Customer: ___________________________________________________.
18. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this
agreement shall not be deemed a waiver of any other right or remedy to which the party may be
entitled.
19. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties
and supersede any communications or previous agreements with respect to the subject matter
of this Agreement. There are no written or oral understandings directly or indirectly related to
this Agreement that are not set forth herein. No change can be made to this Agreement other
than in writing and signed by both parties.
20. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of
____________________ and any dispute under this Agreement must be brought in this venue
and no other.
21. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in
either party, and do not alter any terms of this Agreement.
22. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force
and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.
_________________________ _______________________
Customer Consultant
___________________
Date
Consulting Agreement
Review List
This review list is provided to inform you about this document in question and assist you in its
preparation. Customers should always get a consulting agreement signed to limit their
exposure to expense and disclosure of confidential information. If the consultant will not sign
such an Agreement, don’t do the deal. If you are a consultant, a signed deal can benefit you to
get terms and conditions agreed to so you can be assured of proper payment and treatment on
the job.
1. Sign in multiple copies. Keep one copy with your file for the other party.
2. If Consultant only has one or two employees/contractors, get them to sign this
Agreement as well. If you are the Consultant, you are well advised to get your
employees/contractors to sign this Agreement so they are bound by its terms as well—
and you are not left holding the proverbial “bag” should something go wrong.
3. This is a form of well care that will serve you well over time if you get these agreements
signed on a regular basis.
