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111, 5th Avenue New York, NY 12345 USA May____, 20__ To: John Doe
Consulting Services Agreement (the “Agreement”)
Dear John, We have discussed your providing operational consulting services to ABC Inc. (the “Company”). This Agreement will serve as a formal agreement between you, as an independent contractor, and the Company for the performance of consulting services requested by the Company (the “Services”). Services will commence as of May __, 20__ and shall terminate on or about March ___, 20__, or such other time as may be mutually agreeable, during which time you will travel to India to provide your Services. In consideration of the Services, Company shall pay to Consultant the following amounts: $1,000.00 prior to ____________ and $1,000.00 per day for all days spent providing Services in ______ beginning on the second day. Such amounts to be paid at or around ______, local time, each day. Such daily payments are conditional on the Consultant providing at least ten working hours per day over seven (7) days in ____. Consultant shall provide Company with invoices for all Services rendered. The Company will reimburse you for all travel, lodging, meals and incidental expenses incurred in connection with providing Services (the “Expenses”) in cash and in accordance with the Company’s established travel policy. Expenses must be documented on the Company’s Travel Reimbursement Form. Any expenses in excess of $500.00 in the aggregate or $300.00 per, shall be approved in advance in writing. Your relationship with the Company in connection with providing Services is that of an independent contractor, and nothing in this Agreement will be construed to create any other relationship. As an independent contractor, you are responsible for complying with all applicable laws and regulations, and you will assume all risks incident to your performance of Services as an independent contractor. This includes, but is not limited to, responsibility for all applicable federal, provincial and local income taxes, licenses and fees and for all insurance as may be necessary for your protection in connection with your performance of Services. The foregoing shall not make the Consultant responsible for the productivity or effectiveness of the Company's technology. The Company will provide to you information in connection with your performance of Services. As a condition to and in consideration of our furnishing such information to you, you agree, as set forth below, to treat confidentially such information and any other information that you
upon the request of the Company. you will provide the Company with prompt notice of such request so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement. representatives or agents or (iii) becomes rightfully available to you on a non-confidential basis from a source other than the Company or any of its affiliates. trade secrets. You will not divulge to any third person any Information or use any of the Information for any reason or purpose other than in the performance of Services. you will keep the Company informed of any and all inventions. (ii) was rightfully available to you on a non-confidential basis prior to its disclosure to you by the Company or any of its affiliates. you may disclose such information to such tribunal without liability hereunder. and whether disclosed to you in writing or verbally. If you are requested or required (by oral questions. You agree to execute. intellectual or other developments (collectively. If in the absence of a protective order or the receipt of a waiver hereunder you are nonetheless. those written instruments that the Company considers necessary and appropriate to document the 2 . legal or fiduciary obligation. you agree that all Proprietary Items will become and remain the sole property of the Company. civil investigative demand or similar process) to disclose any Information. research. investigations or obligations of the Company. and all notes. subpoena. compilations. interrogatories. representatives or agents or otherwise prohibited from transmitting the information to you by a contractual. discoveries. You will promptly upon the Company’s request deliver to the Company all documents or other matter furnished by the Company or any of its affiliates. requests for information or documents. representatives or agents to you constituting Information. without retaining any copy thereof. the “Information”). operations. Consultant may not solicit or contract with any individual introduced to Consultant through the Services at any time during two (2) years following the date hereof. studies and other documents. compelled to disclose information concerning the Information or the Company’s businesses to any tribunal or else stand liable for contempt or suffer other censure or penalty. representatives or agents. secret processes or other technological. In further consideration for this Agreement to provide the Services and your having access to Information. whether prepared by the Company or others. unless expressly released in writing by an authorized representative of the Company and that the Company will have all ownership rights of all Proprietary Items.receive from the Company. activities. in the reasonable opinion of your counsel. by computer media or electronic means. provided. and you will confirm in writing that all Information has been returned or destroyed. representatives or agents. whether furnished before or after the date of this Agreement. that such source is not bound by a confidentiality agreement with the Company or any of its affiliates. While you are providing the Services. analyses. alone or with others. improvements. The term “Information” does not include information that (i) becomes generally available to the public other than as a result of a disclosure by you or your affiliates. which contain or otherwise reflect such information (collectively. in whole or in part. In the event of such request. all other documents or other matter constituting Information will be destroyed (including all electronic images of Information). “Proprietary Items”) made or developed by you. that result from your providing the Services or that relate to the business. or conceived of by you. however.
THE PARTIES HEREBY IRREVOCABLY AGREE THAT JURISDICTION AND VENUE IN ANY ACTION BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT WILL EXCLUSIVELY LIE IN THE SUPERIOR COURT OF THE PROVINCE/STATE OF ________ IN THE DISTRICT OF __________. This Agreement may be amended only in a writing executed by both of the parties. No failure or delay by either you or the Company in exercising any right. arising from or relating to claims or proceedings of any kind that are caused.Company’s ownership rights in any and all Proprietary Items and such assignments and other documents that the Company considers necessary and appropriate to vest or transfer all rights. by your criminal conduct. The parties hereto agree that this agreement is drafted and executed in the English language. power or privilege hereunder. including reasonable attorneys’ fees and costs. power or privilege under this Agreement will operate as a waiver thereof. You may keep the second copy of this letter agreement for your records. You agree to indemnify the Company and hold it harmless for any loss or expense. without limitation of any other remedies to which either may be entitled by law. 3 . Les parties aux présentes s'entendent pour que la présente convention soit rédigée en langue anglaise. attorneys’ fees and costs of litigation in the event of any violations of this Agreement. Each of you and the Company will be entitled. to injunctive relief. THIS AGREEMENT SHALL BE GOVERNED PURSUANT TO THE LAWS OF THE PROVINCE OF PROVINCE/STATE . titles and interests therein to the Company. Either party may at any time terminate this Agreement with respect to Services by giving written notice to the other party. Your failure to travel to India or breach of the obligations of confidentiality will cause grave and irreparable damages to the Company for which the Company shall be entitled to compensation that is far in excess of the fees contemplated herein. and to damages. in whole or in part. willful or wanton misconduct or negligence in performing Services. to specific enforcement of this Agreement. nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right. Please indicate your agreement with the consulting services arrangement by executing below both copies of this letter and returning one to the Company.
ABC Inc. _______________________ Name: Title: Date: AGREED TO AND ACCEPTED: John Doe _________________________________ Date: 4 .Sincerely yours.
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