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CONSULTING AGREEMENT

This Consulting Agreement ("Agreement"), made and entered into this [day] of [
month], 20__, by and between [name of business] (the "Company"), and [name of co
nsultant/name of consulting business] (the "Consultant"), WITNESSETH WHEREAS,
the Company wishes to receive consulting services from Consultant from time to
time and Consultant is willing to provide such consulting services, and Company
and Consultant wish to enter into this Agreement to set forth the terms and cond
itions on which services will be provided. NOW, THEREFORE, the Company and Con
sultant hereby mutually covenant and agree as follows: 1. Engagement of Consul
tant. Consultant is hereby retained by the Company, and Consultant hereby acce
pts such retainment, as a general advisor and consultant to the Company for the
compensation and on the terms and conditions hereinafter expressed. Consultant s
hall perform such consulting duties as are reasonably assigned to him by the Com
pany in regard to the business of the Company and its Subsidiaries ("Services").
Services will include Consultant's advice, counsel and assistance to be furnish
ed at the reasonable request of the Company from time to time in connection with
(i) maintaining contract volume on existing contracts with customers, (ii) maki
ng introductions with new potential customers and maintaining relations with ong
oing customers, (iii) making introductions with, and maintaining relations with,
key local and state persons having any relationship to the Company and its oper
ations, and (iv) other general matters related to the conduct of the Company's b
usiness. The Services shall also include: (i) finding and evaluating potential b
usiness acquisitions, (ii) evaluation of the Company's internal research and dev
elopment organizations and programs, (iii) recommendations as to new areas of te
chnology in which the Company may engage, and (iv) general advisor in the field
of Consultant's expertise. Services to be performed by Consultant hereunder shal
l, however, be subject to the following limitations: (i) in the event that Consu
ltant has not received at least fourteen days' prior notice of the date upon whi
ch Services will be required hereunder, Services to be performed by Consultant s
hall not require more than [number]% of Consultant's time, and (ii) in the event
that Consultant has received at least fourteen days' prior notice of the date u
pon which Services will be required hereunder, Services to be performed by Consu
ltant may require up to [number]% of Consultant's time. 2. Consultant's Duties
. Consultant will make himself available for general consultation at all reaso
nable times by telephone or correspondence, and will be available at the Company
's premises for up to days per month on mutually-agreed dates. The Company agre
es to give Consultant reasonable notice of what Services it desires and when it
desires them to be performed. In that connection, the Company and Consultant agr
ee to cooperate in resolving any scheduling problems that may arise with respect
to Consultant being available at the times requested.
3. Compensation for Services. The Company agrees to pay to Consultant the fol
lowing fees (collectively, the "Fee"): (a) On the last day of each month falli
ng within the Term, [$amount], and (b) for each hour (including fractions ther
eof) of services rendered in excess of hours during such month the sum of $ per
hour (prorated for fractional hours). The amounts payable under this Subsection
shall be payable on or before the tenth day after receipt by the Company of a s
tatement from Consultant setting forth the amounts then owing. The parties under
stand that billing will not be more frequent than once a month. In addition to
the Fee, the Company shall reimburse Consultant for all valid out-of-pocket exp
enses approved by the Company, which shall be reimbursed to Consultant. 4. Ter
m. The term of this Agreement (the "Term") shall begin on the date of this Agr
eement and expire on [date], 20__; provided that it may be extended by mutual ag
reement in writing for additional one-year terms and may be terminated during th
e Term as provided in Section 6 hereof. 5. Duties of Consultant Relating to Co
nsulting Services. Consultant shall at all times be acting and performing here
under as an independent contractor. In connection with the performance by Consul
tant of Services, the Company shall not have or exercise any control or directio
n over the Services performed by Consultant, and will not in any way supervise o
r control his activities. Consultant shall perform all of the Services herein pr
ovided for relying on his own experience, knowledge, judgment and techniques. Co
nsultant shall not, in the performance of his duties, be managed or advised conc
erning the same by the Company. Consultant will not be acting as the employee, a
gent, partner, servant or representative of the Company, and Consultant will not
have any authority to bind the Company or any subsidiary of the Company in any
manner. 6. Termination of Agreement. Notwithstanding that the Term shall not
have been completed, the Company may terminate this Agreement (a) upon the deat
h of Consultant, (b) if Consultant should be incapacitated by illness or any oth
er matter from performing his duties hereunder for a continuous period of sixty
days, or (c) for cause by delivery by the Company to Consultant of notice specif
ying such cause. If this Agreement is terminated, the Company shall only be obli
gated to make payments of Fee due on a pro rata basis to the date of termination
. 7. Confidential Information. Consultant agrees that, during the Term and a
t all times after the termination of this Agreement for whatever reason, he will
treat as confidential and maintain in confidence all information relating to th
e business of the Company, including without limitation the identity of the cust
omers and suppliers of the Company, the Company's arrangements with such supplie
rs and customers, and technical data relating to the Company's products and serv
ices. In addition, Consultant agrees that, without the prior written approval of
the Company, he will not disclose any such information at any time to any perso
n, corporation, association or other entity except authorized personnel of the C
ompany or a subsidiary of the Company. Upon the termination of this Agreement fo
r any reason, Consultant will not take or

retain from the premises of the Company or any subsidiary of the Company any rec
ords, files or other documents, or copies thereof, relating in any way to the bu
siness operations of the Company or any subsidiary of the Company. It is express
ly agreed that the remedy at law for breach of the agreements set forth in this
Section is inadequate and that the Company shall, in addition to any other avai
lable remedies (including, without limitation, the right of offset), be entitled
to injunctive relief to prevent the breach or threatened breach thereof. 8. I
nventions and Patents. Consultant agrees that: (a) He will disclose to the C
ompany promptly and fully any and all inventions, improvements, discoveries, tec
hniques and processes (herein referred to collectively as "Inventions"), whether
patentable or not, conceived, discovered or invented during the Term or within
months thereafter, whether conceived, discovered or invented solely by Consulta
nt or jointly with others and whether conceived, discovered or invented during r
egular working hours or on the premises of the Company or otherwise, or resultin
g from or suggested by any work which Consultant may do for the Company. Such In
ventions shall be and remain the sole and exclusive property of the Company and
Consultant shall not be entitled to any payment therefor. (b) Consultant will
keep and maintain adequate and current written records of all such Inventions at
all stages of development thereof, in the form of notes, sketches, drawings and
reports relating thereto, which records shall be and remain the property of and
be available to the Company at all times. (c) Consultant will, upon request,
promptly make, execute and deliver to the Company any and all assignments in wri
ting which may be deemed by the Company proper, necessary or desirable to transf
er to the Company or any subsidiary of the Company the entire right, title and i
nterest, domestic and/or foreign, in and to any and all of the Inventions and in
and to any and all applications for Letters Patent which may be filed therefor,
and in and to all Letters Patent which may issue on such applications. (d) Wi
thout limiting the generality of the foregoing, Consultant will make, execute an
d deliver all documents, instruments and papers requested by the Company for use
in applying for, obtaining and maintaining such patents for the Inventions as t
he Company may desire to obtain, and make all rightful oaths, and testify in all
legal proceedings, involving such patents and the Inventions. 9. Assignabilit
y. The Company shall have the right to assign this Agreement to any subsidiary
of the Company and all covenants and agreements hereunder shall inure to the be
nefit of and be enforceable by or against said assigns. The rights, benefits and
obligations of Consultant under this Agreement are personal to him, and no such
rights, benefits or obligations shall be subject to voluntary or involuntary al
ienation, assignment or transfer. 10. Governing Law; Consent to Jurisdiction.
This Agreement shall be deemed to have been made under, and shall be construed
and interpreted in accordance with, the laws of the State of [state], excluding
any conflicts-of-law rule or law which might refer such construction and interp
retation to the laws of another state, republic or country. The parties hereby s
ubmit to the

jurisdiction of the state and federal courts in , [state] and waive any right to
which they might be entitled to submit any dispute hereunder to the courts of a
nother state, republic or country. 11. Modifications; Waiver. This Agreemen
t shall not be amended or modified except by written instrument executed by the
Company and Consultant. The failure of the Company or Consultant to insist upon
strict performance of any provision hereof shall not constitute a waiver of, or
estoppel against asserting, the right to require such performance in the future,
nor shall a waiver or estoppel in any one instance constitute a waiver or estop
pel with respect to a later breach of a similar nature or otherwise. 12. Remed
ies. The remedies accorded to the parties by this Agreement are in addition to
, and not in lieu of, all other remedies to which the parties may be entitled at
law or in equity. 13. Inconsistent Obligations. Consultant represents and w
arrants that, at the date of this Agreement, he has no obligations that are inco
nsistent with those of this Agreement. 14. Sole Agreement. All prior negotia
tions and agreements between the parties hereto relating to the transactions, em
ployment and services contemplated hereby are superseded by this Agreement, and
there are no representations, warranties, understandings or agreements with resp
ect to such transactions, employment or services other than those expressly set
forth herein. 15. Severability. If any of the terms or conditions of this Ag
reement are held by any court of competent jurisdiction to be unenforceable or i
nvalid, such unenforceability or invalidity shall not render unenforceable or in
valid the entire Agreement. Instead, this Agreement shall be construed as if it
did not contain the particular provision or provisions held to be unenforceable
or invalid, the rights and obligations of the parties shall be construed and enf
orced accordingly, and this Agreement shall thereupon remain in frill force and
effect. IN WITNESS WHEREOF, the Company and Consultant have executed this Agre
ement as of the day and year first above written. Consultant [name
of Company] By: Its: Duly Authorized Representative