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HERE> (“Effective Date”), by and between <YOUR ORGANIZATION NAME> (“ORGANIZATION”), and <CONSULTING CLIENT ORGANIZATION NAME> (“ Client”). < OR G AN IZ AT ION N AME> O VER VIEW. <INCLUDE BACKGROUND HERE ABOUT YOUR NONPROFIT AND A WRITEUP OF WHAT YOUR ORGANIZATION DOES.> < C O N SULT ING CL IEN T OR G AN IZ AT IO N N AM E> O VER VIEW. <BACKGROUND ABOUT THE CLIENT AND A WRITEUP OF WHAT IT DOES.> 1 SER VIC E S.
1.1 STATEMENTS OF WORK. All services provided by <YOUR
ORGANIZATION NAME> (the “Services”) shall be outlined in a mutually agreed upon and jointly executed document describing the services to be performed (each, a “Statement of Work”). Each Statement of Work shall be subject to all of the terms and conditions contained in this Agreement and is incorporated herein by reference. the best of its ability, render the services set forth in the Statement of Work in a timely and professional manner consistent with generally accepted industry standards. Client shall provide in a timely and professional manner, and at no cost to <YOUR ORGANIZATION NAME>, assistance, cooperation, complete and accurate information and data, equipment, computer and telecommunications facilities, programs, files, documentation, a suitable work environment, and other resources requested by <YOUR ORGANIZATION NAME> to enable it to perform the Services (collectively, “Assistance”). <YOUR ORGANIZATION NAME> shall not be liable for any deficiency in performing the Services if such deficiency results from Client’s failure to provide full Assistance as required hereunder. Assistance includes, but is not limited to, designating a project manager to interface with <YOUR ORGANIZATION NAME> during the course of the Services. Product” means all materials, software, tools, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the Statement of Work and any improvements or modifications to <CONSULTING CLIENT ORGANIZATION NAME> proprietary computer software programs and related materials, that <CONSULTING CLIENT ORGANIZATION NAME> , may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of
1.2 PERFORMANCE OF SERVICES. <YOUR ORGANIZATION NAME> shall, to
1.3 OWNERSHIP OF WORK PRODUCT. As used herein, the term “Work
CONSULTING SERVICES AGREEMENT PAGE 1 OF 9
1. This Agreement shall commence on the Effective Date. 3 T ER MIN AT IO N . Unless otherwise indicated in a Statement of Work. concept. Notice of termination of any Statement of Work shall not be considered notice of termination of this Agreement unless specifically stated in the notice. trademarks. provided. 3. 1. trade secret or other legal protection. <YOUR ORGANIZATION NAME> grants to Client a perpetual. taxes. shall have the right to license the Work Product or any portion thereof. for use by other licensees or clients of <YOUR ORGANIZATION NAME>.a JOINT DEVELOPMENT.3. patent applications. plus the cost of any materials. mask work rights. know-how. or technique that is developed by the parties jointly in the performance of the Services shall be jointly owned by the parties (and each party hereby assigns to the other party an equal and undivided one-half interest therein) and may (subject to applicable patents and copyrights) be freely used by either party without the consent of the other party and without accounting to the other party. nontransferable. all Services will be performed on a time-and-materials basis at <YOUR ORGANIZATION NAME> then-current fees and charges therefore. immediately upon notice to the other party if the other party breaches or 3.performing the Services or as a result of such Services. Any idea.4 LICENSE.1 TERM. Accordingly. Client will not use any materials developed by <YOUR ORGANIZATION NAME> for Client under this Agreement without clearly labeling or otherwise clearly indicating such materials were developed by <YOUR ORGANIZATION NAME>. 2 C O MPEN SAT ION . trade secrets. Any Statement of Work outstanding at the time of termination of this Agreement shall continue to be governed by this Agreement as if it had not been terminated. copyrights. Client agrees that all Work Product shall be the property of <YOUR ORGANIZATION NAME> and hereby assigns all rights it may have in the Work Product and in all related patents. and/or incorporate the Work Product or any portion thereof into <YOUR ORGANIZATION NAME> products. rights of priority and other proprietary rights to <YOUR ORGANIZATION NAME>. whether or not eligible for patent. Client shall pay <YOUR ORGANIZATION NAME> for all time spent performing the Services. lodging. any termination of this Agreement shall automatically terminate all Statements of Work. nonexclusive. Either party may terminate this Agreement and/or any Statement of Work at any time upon thirty (30) days advance written notice to the other party. however. travel. worldwide license to use any materials developed by <YOUR ORGANIZATION NAME>for Client under this Agreement. Client acknowledges that <YOUR ORGANIZATION NAME> in its sole discretion. shipping charges and out-of-pocket expenses incurred by <YOUR ORGANIZATION NAME> in connection with providing the Services. Either party may terminate this Agreement CONSULTING SERVICES AGREEMENT PAGE 2 OF 9 . communications. trademark. copyright.2 TERMINATION FOR CAUSE. All such fees and costs will be invoiced monthly and will be payable within thirty (30) days of the date of invoice.
indirect. <YOUR ORGANIZATION NAME> MAKES NO WARRANTIES. ACCURACY. NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE. in no event will either party be liable under any legal theory for any special. and all personnel. THE CONDITION OF THE SERVICES OR ANY WORK PRODUCT OR DELIVERABLES DEVELOPED HEREUNDER. calculation algorithms and analytical routines. 5. ideas. subject to any payments due hereunder. INCLUDING. even if such party has been advised of the possibility of such damages.1 CONFIDENTIAL INFORMATION.is in default of any obligation hereunder. Confidential Information of a party means information. 3. consequential. 4.3. Confidential Information does not include that which (a) is already in Client’s possession at the time of disclosure to Client. Neither party’s liability to the other party under this Agreement shall exceed the total amounts paid or payable by Client under this Agreement. By virtue of this Agreement. all business plans. and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law. the terms and conditions of this Agreement. that is provided under circumstances reasonably indicating that it is confidential or proprietary.4. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. AND <YOUR ORGANIZATION NAME> EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY. methodologies. AS TO ANY MATTER WHATSOEVER. being capable of cure. 5 C O N FIDEN T IAL ITY. exemplary or incidental damages. which default is incapable of cure or which. including the failure to make any payment when due. (b) is or becomes part of public knowledge other than as a result of any action or inaction of CONSULTING SERVICES AGREEMENT PAGE 3 OF 9 . however caused. AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING. materials or other subject matter of such party. the parties may have access to information that is confidential to one another (“Confidential Information”). Sections 1. technical information or data. shall survive the termination of this Agreement. For purposes of this Agreement. COURSE OF PERFORMANCE OR USAGE OF TRADE. Confidential Information includes. has not been cured within thirty (30) days after receipt of written notice from the non-defaulting party. EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION. <YOUR ORGANIZATION NAME> shall immediately cease performing any Services and Client shall pay <YOUR ORGANIZATION NAME> any compensation due for Services actually rendered. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. 3. whether disclosed orally.3 EFFECT OF TERMINATION. Upon termination of this Agreement. client. product ideas. in writing or otherwise. contracts and financial information or materials disclosed or otherwise provided by such party (“Disclosing Party”) to the other party (“Receiving Party”). arising out of or relating to this Agreement. 4 L IMITAT IO N O F L IAB IL ITY. without limitation. To the extent permitted by applicable law. FITNESS FOR ANY PARTICULAR PURPOSE OR NEED. 5 and 6.
The Receiving Party may disclose Confidential Information of the Disclosing Party only to those employees or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including. to the issuance of injunctive relief. Accordingly. prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent required by a judicial order or other legal obligation. Disclosing Party considers its Confidential Information to contain trade secrets of the Disclosing Party and that any unauthorized use or disclosure of such information would cause the Disclosing Party irreparable harm for which its remedies at law would be inadequate. enjoining any breach or threatened breach of the Receiving Party’s obligations hereunder with respect to the Confidential Information of the Disclosing Party.4 EQUITABLE RELIEF. in such event. this Agreement shall not 5. The Receiving Party shall maintain Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity.3 EXCLUSIONS. (c) is obtained by Client from an unrelated third party without a duty of confidentiality. without limitation. Receiving Party will immediately return to the Disclosing Party all Confidential Information of the Disclosing Party embodied in tangible (including electronic) form or destroy all such Confidential Information and certify in writing to the Disclosing Party that all such Confidential Information has been destroyed. The Receiving Party acknowledges that the 5. the Receiving Party shall promptly notify the Disclosing Party to allow intervention (and shall cooperate with the Disclosing Party) to contest or minimize the scope of the disclosure (including application for a protective order). Upon termination of this Agreement. without bond. 5.the Client. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any third parties except as otherwise permitted hereunder. the CONSULTING SERVICES AGREEMENT PAGE 4 OF 9 . 5.2 RESTRICTIONS ON USE. provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own Confidential Information. or (d) is independently developed by Client.5 RETURN OF MATERIALS. The Receiving Party shall not use Confidential Information of the Disclosing Party for any purpose other than in furtherance of this Agreement and the activities described herein. provided that. each party (as the Receiving Party) acknowledges and agrees that the Disclosing Party will be entitled. but no less than reasonable care under the circumstances. Notwithstanding the foregoing. in addition to any other remedies available to it at law or in equity. Each party shall advise the other party in writing of any misappropriation or misuse of Confidential Information of the other party of which the notifying party becomes aware. and such further relief as any court of competent jurisdiction may deem just and proper.
3 6. Waiver. Counterparts.1 Governing Law. governed by the internal laws of the State of California. Amendment. No modification of or amendment or waiver to this Agreement will be effective unless in writing and signed by each of the parties. without regard to or application of provisions relating to choice of law.6 G EN ER AL PRO VI SIO N S. then such 6. provision will be enforced to the maximum extent possible under applicable law so as to effect the intent of the parties and the other provisions of this Agreement will continue in full force and effect. This Agreement (including any CONSULTING SERVICES AGREEMENT PAGE 5 OF 9 . 6. This Agreement is to be construed in accordance with and 6. This Agreement may be executed in counterparts. written or oral. If any provision of this Agreement is unenforceable. and supersedes all prior or contemporaneous communications. regarding the subject matter hereto. Statements of Work) constitutes the entire agreement between the parties with respect to the subject matter hereof. and agreements.2 Severability. negotiations.4 Entire Agreement.
including a budget. TECHNOLOGY PLANNING <YOUR ORGANIZATION NAME> will write a technology plan that will include the following elements and recommendations: A baseline technology assessment will be conducted to document the network infrastructure and hardware/software inventory. A budget associated with the plan Deliverables: Technology Plan Current hardware and software inventory Technology needs CONSULTING SERVICES AGREEMENT PAGE 6 OF 9 . In order to appropriately address their technology needs. Activities and Deliverables This section of the proposal outlines the activities and tasks necessary to achieve the goals of the project. an understanding of their technology needs. <PROJECT NAME> needs to have an understanding of their: · Current technology assets · Current technology needs · Prioritized list of technology projects · Technology budget The Project <YOUR ORGANIZATION NAME> will conduct an interview with <CONSULTING CLIENT ORGANIZATION NAME> staff. Deliverables. examine current technology assets and document the results in a technology plan. Summary Contract Number: Type of Service: Technology Planning Contract Start Date: Contract End Date: Rate: Current Situation Brief explanation of current tech planning situation. Project Benefits At the completion of this project <PROJECT NAME> staff and management will have an inventory of their current technology assets. a plan to implement needed technology projects. number of machines and sites and any special circumstances. A prioritized plan for meeting the technology needs. and a prioritized plan. needs and capabilities. An IT needs assessment will be performed with <CONSULTING CLIENT ORGANIZATION NAME> staff in order to identify technology needs. for addressing their needs. The technology plan will include a current technology baseline.7 STAT EM EN T O F W OR K FO R <N AM E O F OR G AN IZ AT IO N > . work products and estimated <YOUR ORGANIZATION NAME> staff time to be expended for the activities are also identified. and a budget for those projects.
fees will be re-evaluated. work can take an unexpected turn. Technology Plan Consulting Fees Subsidies Estimated Total Project Cost TIME X Hours X Hours COST $ $ ($) $ Changes to Statement of Work The prices quoted in this Statement of Work are good for thirty (30) days from its effective date. activities. It amends the Agreement and Statement of Work from the date which is it signed.Prioritized implementation plan Budget Staff Hours: XX Budget The scope of this project will require an estimated ## <YOUR ORGANIZATION NAME> consulting hours billed at $XXX per hour. after a project is underway. This will ensure that the changes to the Statement of Work are documented. Payment for all hours worked and expenses incurred up to the date of the Change Order will be due at this time as they were stated in the original Agreement and Scope of Work. The project fees developed in this Statement of Work are based on <YOUR ORGANIZATION NAME> current fee structure as well as grants and funding opportunities <YOUR ORGANIZATION NAME> is able to pass on to its clients. Because many of these funding sources are time-limited. ACTIVITY/EXPENSE CATEGORY 1. and that both the Client and <YOUR ORGANIZATION NAME> agree to the changes. and budget for the remainder of the project. <YOUR ORGANIZATION NAME> will issue an invoice on a monthly basis for time and expenses. A Change Order reflects the new deliverables. Change Orders Occasionally. Currently. at a cost of $X. Significant changes in. If the Statement of Work has not been signed and paid for by that time. Additional time detailed in the Change Order will be billed at the <YOUR ORGANIZATION NAME> fee structure in effect at the time of the issuance of the Change Order. CONSULTING SERVICES AGREEMENT PAGE 7 OF 9 . this scope of work during the project that require additional consulting time from <YOUR ORGANIZATION NAME> Consultants will require a Change Order to detail a revised Statement of Work.XXX. <YOUR ORGANIZATION NAME>is able to apply $#. the fees for other projects may vary. or additions to.### worth of subsidies to this service.
While <YOUR ORGANIZATION NAME> staff can provide expertise. Timeline Once agreement is reached on the scope of work. the work described above. and support. Resources Professional profiles of the consultants assigned to this project will be presented to <CONSULTING CLIENT ORGANIZATION NAME> upon request at the initiation of the project. the parties have caused this Agreement to be executed by their duly authorized representatives. IN WITNESS WHEREOF. and meetings. must be the primary responsibility of <CONSULTING CLIENT ORGANIZATION NAME> staff. we assume that a <CONSULTING CLIENT ORGANIZATION NAME> project manager will review and sign off on work or tasks in a timely manner so that the work can proceed on schedule. <CONSULTING CLIENT ORGANIZATION NAME> staff may need to coordinate site visits. Note that it may take longer if timeline and schedules are modified or extended during the project duration. This is necessarily a collaborative effort that will require significant staff time from both <YOUR ORGANIZATION NAME> and <CONSULTING CLIENT ORGANIZATION NAME> . Further. We estimate the project can be completed in <X> months. a detailed project plan and timeline will be developed. guidance. <YOUR ORGANIZATION NAME> BY: DATE: NAME: TITLE: ADDRESS: <CONSULTING CLIENT ORGANIZATION NAME> BY: DATE: NAME: TITLE: ADDRESS: Invoices will be sent to the organizational address shown below the signature of this contract unless a different billing address is indicated here: NAME________________________________________ DEPARTMENT_________________________________ ORGANIZATION_______________________________ ADDRESS____________________________________ ____________________________________________ ____________________________________________ CONSULTING SERVICES AGREEMENT PAGE 8 OF 9 .Responsibilities of the Client <YOUR ORGANIZATION NAME> assumes the full support of <CONSULTING CLIENT ORGANIZATION NAME> staff and management in this project. interviews.
CONSULTING SERVICES AGREEMENT PAGE 9 OF 9 .