Consulting Agreement.docx

1、Consulting AgreementConsulting AgreementThis Consulting Agreement (the Agreement) is made and effective this DATE,BETWEEN: CONSULTANT NAME (the Consultant), a corporation organized and existing under the laws of the STATE/PROVINCE, with its head office located at:AND:COMPANY NAME (the Company), a co

2、rporation organized and existing under the laws of the STATE/PROVINCE, with its head office located at:In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foreg

3、oing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: 1. RECITALS a. Consultant has expertise in the area of the Companys business and is willing to provide consulting services to the Company. b. The Company is willing to engage Con

4、sultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein.c. The Company desires to obtain the services of Consultant by means of services provided by Consultants employees dispatched by Consultant to provide services to Company hereunder (“Agents”),

5、on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services

6、 to the Company upon the following terms and conditions. d. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill.e. The Proprietary Information will necessarily be commu

7、nicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill.2. SERVICES Consultant agrees to perform for

8、Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as “Services.” Company agrees that consultant shall have ready access to Companys staff and resources as necessary to perf

9、orm the Consultants services provided for by this contract.3. CONSULTING PERIOD3.1. Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the “Consulting Period”) commencing on the date of this Agreem

10、ent and ending upon the earlier of (i) APPLICABLE DATE , (the “Term Date”), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and,

11、 thereafter, the Companys obligations hereunder shall end.3.2. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional AGREED UPON NUMBER OF MONTHS month period (without any action by either party) on the Term Date and on each anniversary thereof, unless o

12、ne party gives to the other written notice NUMBER days in advance of the beginning of any AGREED UPON NUMBER OF MONTHS month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond DEADLINE DATE. Either partys right to termi

13、nate the Consulting Period, instead of renewing the Agreement, shall be with or without cause.4. DUTIES AND RESPONSIBILITIES a. Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the perfo

14、rmance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least AGREED UPON NUMBER OF HOURS hours of service per week/or assign AGREED UPON NUMBER OF INDIVIDUALS

15、individuals to provide services to the (Company). b. Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Companys research, development and products to fulfill Consultants obligations hereunder. Any Agent of Consultant who, in the sole o

16、pinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within AGREED UPON NUMBER OF DAYS days after receipt of notice from the Company of its desire to have such Agent replaced. c. Consultant shall use its best efforts to comply with, and to ens

17、ure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consulta

18、nt shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agents commencement of the provision of services for the Company.d. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the perfo

19、rmance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2(c), 5(a), 6, and 7 of this Agreemente. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consu

20、ltants employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction

21、and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). 5. COMPENSATION, BENEFITS AND EXPENSES5.1. CompensationIn consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Comp

22、any, Consultant shall be paid AMOUNT, payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement.5.2. BenefitsOther than the compensation specified in this Section 3, neither Consultant nor its Agents shall

23、 not be entitled to any direct or indirect compensation for services performed hereunder.5.3. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Companys general po

24、licies, as they may be amended from time to time during the course of this Agreement. 6. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant.7. TERMINATION OF CONSULTING R

25、ELATIONSHIP 7.1. By the Company or the ConsultantAt any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving AGREED UPON NUMBER OF DAYS days advance written notice to the other party. If the Consultant ter

26、minates its consulting relationship with the Company pursuant to this Section 4(d), the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period. The Company shall pay Consultant the compensation to which the Consultant i

27、s entitled pursuant to Section 3(a) through the end of the Consulting Period, and thereafter all obligations of the Company shall terminate.7.2. Termination Due to Bankruptcy, Receivership - The Consulting Period shall terminate and the Companys obligations hereunder (including the obligation to pay

28、 Consultant compensation under Section 3(a) shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority in connection with any adjudication or determination by such authority that the Company is bankrupt or insolvent;

29、 (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action of the Board to terminate the Companys existence or otherwise to wind up the Compa

30、nys affairs. 8. TERMINATION OBLIGATIONSConsultant hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Proprietary Information (as defined belo

31、w), and equipment furnished to or prepared byConsultant or its Agents in the course of or incident to its rendering of services to the Company, including, without limitation, records and any other materials pertaining to Invention Ideas (as defined below), belong to the Company and shall be promptly

32、 returned to the Company upon termination of the Consulting Period. Following termination, neither Consultant nor any of its Agents will not retain any written or other tangible material containing any Proprietary Information. The representations and warranties contained herein and Consultants obligations under Sections 5, 6, and 7 shall survive termination of the Consulting Period and the expiration of this Agreement.9. ASSIGNMENT; SUCCESSORS AND ASSIGNS Consultant agrees that it will not assign, sell, transfer, delegate or otherwise dispose