What is a Consulting Agreement?
Full Question:
Answer:
A Consulting Agreement or Contract is an agreement between a provider of services, called a "Consultant" and another individual or entity, called a "Principal".
Another version: A consultant is someone who gives expert or professional advice. Consultants are ordinarily hired on an independent contractor basis, therefore, the hiring party is not liable to others for the acts or omissions of the consultant. As distinguished from an employee, a consultant pays their own Social Security, income taxes without payroll deduction, has no retirement or health plan rights, and often is not entitled to worker's compensation coverage.
Sample Consulting Agreement
<pre>Employment Agreement between Company and
Consultant with Confidentiality Agreement
Agreement made on the ___ day of __________, 20___, between ____________________________ of ___________________________________________ (street address, city, county, state, zip code), referred to herein as Consultant, and ____________________________, Inc., 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, Company wishes to contract with Consultant for the services of Consultant in the field of ___________________________________ (description of field); and
Whereas, Consultant is willing and qualified to perform such services;
Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:
1. Services
It is understood and agreed that services provided by Consultant pursuant to this Agreement shall be so provided on a day-to-day, as-needed basis. Company 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 Company's written authorization. Company 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, Company 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 Company's option, furnish an individual who meets the qualifications required. Consultant agrees to perform such services as may be requested in writing by Company, including, but not limited to, ________________________________________________________ (description of services).
2. Compensation
Company 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 Paragraph 2 by Company shall be made _____days from the date of receipt by Company 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. Employees of Consultant
If employees of Consultant also perform services for Company under and pursuant to this Agreement, they shall be bound by the provisions of this Agreement and Consultant shall, at the request of Company, furnish to Company satisfactory evidence to that effect and that such employees are in fact employees of Consultant only and that all taxes required to be withheld or paid on behalf of such employees have been paid or provided for by Consultant.
4. Confidentiality
Consultant agrees that: (a) all knowledge and information that Consultant may receive from Company or from its employees or other consultants of Company, 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 Company or to those with whom Company has contracted regarding such information; and (b) all information provided by Consultant to Company in reports of work done, together with any other information acquired by or as direct result of employment as a Consultant by Company and during the term of such employment, shall be regarded by Consultant as strictly confidential and held by Consultant in confidence, and solely for Company's benefit and use, and shall not be used by Consultant or directly or indirectly disclosed by Consultant to any person whatsoever except to Company or with Company's prior written permission.
5. Intellectual Property
A. Consultant further agrees on its behalf and on behalf of its employees, representatives, vendors, subcontractors, and agents, Consultant will promptly communicate and disclose to Company 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:
1. Along the lines of Company's products or applicable to or useful with such products;
2. Relating to Company's manufacturing or other processes or procedures or to machinery or apparatus useful in connection with such processes or procedures;
3. Relating to Company's investigations or to the nature of its business at the time of the invention; or
4. Resulting from or related to any work Consultant or its agents may do on behalf of Company or at its request.
All such inventions and copyrightable works that Consultant is obligated to disclose shall be and remain entirely the property of Company or its successors and assigns. It is agreed that all copyrightable works are works made for hire and shall be the exclusive property of Company. Further, Consultant agrees to assign and does hereby assign to Company any rights it may have in such copyrightable works.
B. Consultant and its agents will assist Company and its successors or assigns, on request, during and following the term of this Agreement, at Company'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 Company or its or assigns.
6. Representations of Consultant
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 Company all information transmitted to Company in the performance of services under and pursuant to this Agreement, and Consultant agrees that any information submitted to company, whether patentable or not, may be used fully and freely by Company.
7. 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 Company, 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 Company, at any time, on ____days' prior written notice, if Consultant assigns this Agreement, or any right or obligation under this Agreement, without Company's prior written consent; or if there is a change in the control or management of Consultant that is unacceptable to Company; or if Consultant ceases to function as a going concern, or to conduct its operations in the normal course of business.
The obligations of Consultant under Paragraphs 4, 5, and 6 above, shall survive any expiration or termination of this Agreement. On termination of this Agreement, Consultant will return to company all written information, drawings, models, and other materials or files supplied to Consultant or created by Consultant at the expense of Company.
8. Injuries to Consultant
If Consultant has no employees and intends to perform services personally under this Agreement, then Consultant waives any rights to recovery from Company for any injuries that Consultant may sustain while performing services under and pursuant to this Agreement and that are a result of Consultant's own negligence.
9. Damages to Property or Person
Consultant shall be responsible for and shall reimburse Company for all loss or damage to Company'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.
Remainder of Form Omitted
