This Agreement is made
effective as of __________________, by and between SomeCorporation
Corp of 111 1st
Street., Fremont, California 123456, and ___________________________________, of
_________________________, _________________________, _________________________
In this Agreement, the party
who is contracting to receive services shall be referred to as "SomeCorporation
Corp.", and the party who will be providing the services shall be referred
to as "Contractor".
Contractor has a
background in __________________________________________ and is willing to
provide services to SomeCorporation Corp. based on this background.
SomeCorporation Corp. desires
to have services provided by Contractor.
Therefore, the parties agree as
DESCRIPTION OF SERVICES. Beginning
on __________________, Contractor will provide the following services
(collectively, the "Services"):
PERFORMANCE OF SERVICES. The
manner in which the Services are to be performed and the specific hours to be
worked by Contractor shall be determined by Contractor.
SomeCorporation Corp. will rely on Contractor to work as many hours as
may be reasonably necessary to fulfill Contractor's obligations under this
SomeCorporation Corp. will pay a fee to Contractor for the Services based
on $50.00 per hour. This fee shall
be payable monthly, no later than the thirties (30) day of the month following
the period during which the Services were performed.
Contractor shall pay all "out-of-pocket" expenses, and shall
not be entitled to reimbursement from SomeCorporation Corp.
SomeCorporation Corp. will not provide support services, including office
space and secretarial services, for the benefit of Contractor.
NEW PROJECT APPROVAL. Contractor
and SomeCorporation Corp. recognize that Contractor's Services will include
working on various projects for SomeCorporation Corp. Contractor shall obtain
the approval of SomeCorporation Corp. prior to the commencement of a new
TERM/TERMINATION. This Agreement shall
be effective for a period of 6 months and shall automatically renew for
successive terms of the same duration, unless either party provides 30 days
written notice to the other party prior to the termination of the applicable
initial term or renewal term.
RELATIONSHIP OF PARTIES. It
is understood by the parties that Contractor is an independent contractor with
respect to SomeCorporation Corp., and not an employee of SomeCorporation Corp.
SomeCorporation Corp. will not
provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of Contractor.
Contractor is required to 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 SomeCorporation Corp.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- any activity that Contractor may be involved with on behalf of SomeCorporation Corp.
Contractor's employees, if any, who perform services for SomeCorporation
Corp. under this Agreement shall also be bound by the provisions of this
Contractor acknowledges Contractor's obligation to obtain appropriate
insurance coverage for the benefit of Contractor (and Contractor's employees, if
any). Contractor waives any rights
to recovery from SomeCorporation Corp. for any injuries that Contractor (and/or
Contractor's employees) may sustain while performing services under this
Agreement and that are a result of the negligence of Contractor or Contractor's
Contractor agrees to indemnify and hold SomeCorporation Corp. harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against SomeCorporation Corp. that result from
the acts or omissions of Contractor, Contractor's employees, if any, and
Contractor's obligations under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written
consent of SomeCorporation Corp.
INTELLECTUAL PROPERTY. The
following provisions shall apply with respect to copyrightable works, ideas,
discoveries, inventions, applications for patents, and patents (collectively,
Consultant's Intellectual Property.
Contractor does not personally hold any interest in any Intellectual
b. Development of Intellectual
Any improvements to Intellectual Property items listed on Exhibit A,
further inventions or improvements, and any new items of Intellectual Property
discovered or developed by Contractor (or Contractor's employees, if any) during
the term of this Agreement shall be the property of SomeCorporation Corp.
Contractor shall sign all documents necessary to perfect the rights of
SomeCorporation Corp. in such Intellectual Property, including the filing and/or
prosecution of any applications for copyrights or patents.
Upon request, Contractor shall sign all documents necessary to assign the
rights to such Intellectual Property to SomeCorporation Corp.
SomeCorporation Corp. recognizes that Contractor has and will have the
- future plans
- business affairs
- trade secrets
- technical information
- customer lists
and other proprietary
information (collectively, "Information"), which are valuable, special
and unique assets of SomeCorporation Corp. and need to be protected from
improper disclosure. In
consideration for the disclosure of the Information, Contractor agrees that
Contractor will not at any time or in any manner, either directly or indirectly,
use any Information for Contractor's own benefit, or divulge, disclose, or
communicate in any manner any Information to any third party without the prior
written consent of SomeCorporation Corp. Contractor will protect the Information
and treat it as strictly confidential. A
violation of this paragraph shall be a material violation of this Agreement.
UNAUTHORIZED DISCLOSURE OF INFORMATION.
If it appears that Contractor has disclosed (or has threatened to
disclose) Information in violation of this Agreement, SomeCorporation Corp.
shall be entitled to an injunction to restrain Contractor 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. SomeCorporation Corp. shall not be prohibited by this
provision from pursuing other remedies, including a claim for losses and
CONFIDENTIALITY AFTER TERMINATION.
The confidentiality provisions of this Agreement shall remain in full
force and effect after the termination of this Agreement.
Recognizing that the various items of Information are special and unique
assets of SomeCorporation Corp. that need to be protected from disclosure, and
in consideration of the disclosure of the Information, Contractor agrees and
covenants that for a period of 2 years following the termination of this
Agreement, whether such termination is voluntary or involuntary, Contractor will
not directly or indirectly engage in any business competitive with
SomeCorporation Corp.. This
covenant shall apply to the geographical area that includes USA.
Directly or indirectly engaging in any competitive business includes, but
is not limited to, (i) engaging in a business as owner, partner, or agent, (ii)
becoming an employee of any third party that is engaged in such business, or
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of SomeCorporation Corp. for the benefit of a third
party that is engaged in such business. Contractor
agrees that this non-compete provision will not adversely affect the livelihood
RETURN OF RECORDS. Upon termination of
this Agreement, Contractor shall deliver all records, notes, data, memoranda,
models, and equipment of any nature that are in Contractor's possession or under
Contractor's control and that are SomeCorporation Corp.'s property or relate to
SomeCorporation Corp.'s business.
notices required or permitted under this Agreement shall be in writing and shall
be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:
111 1st Street
Fremont, California 94536
IF for Contractor:
Either party may change such
address from time to time by providing written notice to the other in the manner
set forth above.
ENTIRE AGREEMENT. This Agreement
contains the entire agreement of the parties and there are no other promises or
conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
Agreement may be modified or amended if the amendment is made in writing and is
signed by both parties.
SEVERABILITY. If any provision of
this Agreement shall be held to be invalid or unenforceable for any reason, the
remaining provisions shall continue to be valid and enforceable.
If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The
failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall
be governed by the laws of the State of California.
By: ______________________ John Doe, President
Party providing services:
Final Checklist for Consulting Agreement
Party receiving services: SomeCorporation Corp.
Party providing services: ____________________
Make It Legal
The Consulting Agreement should be signed by both parties, and becomes effective as of the date specified in the Agreement.
It is advisable to sign two copies of the Agreement so that each party will have a copy with original signatures.
Give a signed copy of the document to:
_____ SomeCorporation Corp.
_____ __________________ When to Consult a Lawyer
* The non-compete provision is intended to provide additional protection against the possibility that the knowledge gained by the consultant regarding the company will not be used in the future to compete with the company.
However, the courts in many states view non-compete provisions as "restraints of trade," and therefore are reluctant to enforce them. California has significant restrictions on the enforceability of non-compete provisions. Therefore, it is advisable to consult a lawyer to determine to what extent a non-compete provision may be enforceable in your state Other Information
* The Consulting Agreement should only be used for a party who is an "independent contractor" with respect to the Company. If the arrangement between the Company and the Consultant conforms more closely to the characteristics of an employee/employer relationship, the Employment Agreement may be more appropriate.
* It is not necessary that the signatures be witnessed or notarized.
* Original copies should be kept in a fireproof and safe location.
Reasons to Update
* Change in the terms or conditions of the Agreement.