NOTE: This is a sample contract. We are not lawyers and recommend you have your own legal counsel review any contracts before sending to your client.
This Agreement, effective as of {date_submitted}, is made between (the "Company") and Company Name (the "Consultant").
ARTICLE 1 | SCOPE OF WORK
1.1 SERVICES.
The Company has engaged the Consultant to provide consulting services related to the Company's [brief description of project or business]. These services include [brief summary of services to be provided by Consultant], as well as any other services described in Exhibit A.
1.2 TIME AND AVAILABILITY.
The Consultant will devote # hours per month to performing the consulting services, and will have discretion in selecting the dates and times to provide such services, taking into account the needs of the Company's business. If the Company requires more than # hours of work in any month, the Consultant is not obligated to undertake such work until the parties agree on compensation. The time devoted can be hours per day, per week, or per year, and the Company may also choose to pay a flat monthly fee regardless of hours worked.
1.3 CONFIDENTIALITY.
The Consultant may need access to the Company's Confidential Information (as defined below) to perform the consulting services. The Company relies on the Consultant's integrity to use this information only in the Company's best interests.
1.4 STANDARD OF CONDUCT.
The Consultant must conform to high professional standards of work and business ethics, and may not use the Company's time, materials, or equipment without prior written consent. The Consultant may not take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.
1.5 OUTSIDE SERVICES.
The Consultant may not use the services of any other person, entity, or organization without the Company's prior written consent. If the Company consents to the use of another person, entity, or organization's services, the Company's Confidential Information must be protected under an agreement and the Company must maintain complete ownership of all rights in the work performed under this Agreement.
1.6 REPORTS.
The Consultant must provide periodic written reports to the Company regarding observations and conclusions related to the consulting services. Upon termination of this Agreement, the Consultant must prepare a final report of activities upon the Company's request.
ARTICLE 2 | INDEPENDENT CONTRACTOR
2.1 INDEPENDENT CONTRACTOR.
The Consultant is an independent contractor and is not an employee, partner, or co-venturer of the Company. The Consultant's services are within the Consultant's sole control and discretion. The Consultant may not speak for, represent, or obligate the Company in any manner without prior written authorization from an officer of the Company.
2.2 TAXES.
The Consultant is responsible for all taxes arising from compensation and other amounts paid under this Agreement. The Consultant is also responsible for payroll taxes and fringe benefits for the Consultant's employees. The Company will not withhold or pay any income or payroll tax on the Consultant's behalf.
2.3 BENEFITS.
The Consultant and Consultant's employees are not eligible for or entitled to participate in any employee pension, health, welfare, or other fringe benefit plan of the Company. The Company will not obtain any workers' compensation insurance covering the Consultant or the Consultant's employees.
ARTICLE 3 | COMPENSATION FOR CONSULTING SERVICES
3.1 COMPENSATION.
The Company will pay the Consultant $ per month for consulting services rendered under this Agreement. The monthly compensation will be paid on the first day of the following month regardless of the number of consulting hours provided by the Consultant. The Company may choose to pay the Consultant on an hourly basis and require monthly time documentation, in which case the monthly compensation would be reduced by the hourly rate for any hours less than the required hours.
3.2 REIMBURSEMENT.
The Company agrees to reimburse the Consultant for all actual, reasonable, and necessary expenditures directly related to the consulting services. These expenditures may include travel expenses (such as airfare, hotel, meals, parking, taxis, mileage), telephone calls, and postal expenditures. The Company will reimburse the Consultant for these expenses within 15 days of receiving a proper written request for reimbursement.
CONFIDENTIALITY
For the purposes of this Agreement, "Confidential Information" means any information that is not generally known to the public and is related to the Company's business or products, including but not limited to, trade secrets, customer lists, business plans, financial information, research, and development.
The Consultant must keep all Confidential Information confidential and must not disclose it to any third party without the Company's prior written consent. The Consultant must take all necessary measures to protect the Confidential Information, including but not limited to, limiting access to the Confidential Information to those employees or agents who require access to perform the consulting services.
The obligations of confidentiality and nondisclosure set forth in this Agreement will survive the termination or expiration of this Agreement.
TERMINATION
This Agreement may be terminated by either party upon written notice to the other party. Upon termination, the Consultant will return all Confidential Information and other property of the Company in the Consultant's possession or control.
MISCELLANEOUS
This Agreement is binding upon and will inure to the benefit of the parties and their respective successors and assigns. This Agreement may not be assigned by the Consultant without the prior written consent of the Company.
This Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations, understandings, and agreements between the parties concerning the subject matter of this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the State of [state], without giving effect to its principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.