Consulting agreement


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True North Consulting Agreement

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Consulting agreement

  1. 1. CONSULTING AGREEMENTThis consulting agreement (the "Agreement"), made as of ____________, 2012, is entered into by_________________________, a business at ____________________ (the "Company"), andTrueNorth LLC, 435 Louisiana Ave., Ste. 250, Chester, WV. ("True North").The Company desires to retain the services of True North and True North desires to performcertain services for the Company. In consideration of the mutual covenants and promisescontained herein and other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged by the parties hereto, the parties agree as follows:Services.True North agrees to perform such consulting, advisory and related services to and forthe Company as may be reasonably requested from time to time by the Company, including, butnot limited to, the services specified in Exhibit A.Non-Compete. During the Consulting Period (as defined below) and for six months after theconclusion of the Consulting Period, True North shall not engage in any activity that has aconflict of interest with the Company, including any competitive employment, business, or otheractivity, and shall not assist any other person or organization that competes, or intends to competewith the Company.Term. This Agreement shall commence on _______________ (the "Commencement Date") andshall continue until ____________ unless terminated in accordance with the provisions of Section5.Compensation. 1.1. Consulting Fees. The Company shall pay to True North a fee of $_______ per hour. True North shall submit to the Company a monthly invoice, in a form that details hours worked and work completed during the previous month for such consulting fees incurred in the previous period. The Company shall pay to True North amounts shown on each such invoice within 15 days after receipt thereof. 1.2. Reimbursement of Expenses. The Company shall reimburse True North for travel, lodging, meals, and other prior approved out-of-pocket expenses incurred or paid by True North in connection with, or related to, the performance of its services under this Agreement. All other expenditures shall be the sole responsibility of True North. True North shall submit to the Company with each invoice an itemized statement, in a form satisfactory to the Company, of such expenses incurred in the previous period. The Company shall pay to True North amounts shown on each such statement within 30 days after receipt thereof.Termination. This Agreement may be terminated by either the Company or True North at anytime prior to the end of the Consulting Period by giving five (5) days written notice oftermination. Such notice may be given at any time for any reason, with or without cause. TheCompany will pay True North for all Services performed by True North through the date oftermination.Non-Solicitation. During the Consulting Period and for a period of one (1) year thereafter, TrueNorth will not directly or indirectly recruit, solicit or hire any employee of the Company, or 1
  2. 2. induce or attempt to induce any employee of the Company to terminate his/her employment with,or otherwise cease his/her relationship with, the Company.Cooperation.True North shall use its best efforts in the performance of its obligations under thisAgreement. The Company shall provide such access to its information and property as may bereasonably required in order to permit True North to perform its obligations hereunder. TrueNorth shall cooperate with the Companys personnel, shall not interfere with the conduct of theCompanys business and shall observe all rules, regulations and security requirements of theCompany concerning the safety of persons and property.Independent Parties. It is the express intention of the parties to this Agreement that True Northis an independent contractor, and is classified by the Company as such for all employee benefitpurposes, and is not an employee, agent, joint venture, or partner of the Company. Nothing inthis Agreement shall be interpreted or construed as creating or establishing an employmentrelationship between the Company and True North. Both parties understand and agree that TrueNorth may perform services for others during the term of this Agreement. True North shall haveno authority to assume, create, or enlarge any obligation or commitment on behalf of theCompany without the prior written consent of the Company.Ownership. All work products developed by True North shall be deemed "work made for hire",any True North shall have no proprietary interest or claim in or to any work product developed byTrue North pursuant to this Agreement. True North hereby assigns and agrees to assign to theCompany, its successors, assignees, or nominees, True Norths right, title and interest, if any, inany patents, trade secrets, trademarks, copyrights, or other proprietary information embodied in orrelating to True Norths work product under this Agreement. At the Companys request, TrueNorth shall execute “Confidential Information and invention Assignment Agreement” necessaryto give effect to the provisions of this Section 9.Confidential Information.True North understands that the Company possesses ProprietaryInformation (as defined below) which is important to its business and that this Agreement createsa relationship of confidence and trust between True North and the Company with regard toProprietary Information.For purposes of this Agreement, “Proprietary Information” is information that was or will bedeveloped, created, or discovered by or on behalf of the Company, or is developed, created ordiscovered by True North while performing Services, or which became or will become knownby, or was or is conveyed to the Company which has commercial value in the Company’sbusiness. “Proprietary Information” includes, but is not limited to, trade secrets, designs,technology, know-how, works of authorship, source and object code, algorithms, processes, data,computer programs, ideas, techniques, inventions (whether patentable or not), business andproduct development plans, customers, customer lists and other information concerning theCompany’s actual or anticipated business, research or development, personnel information, termsof compensation and performance levels of Company employees, or information which isreceived in confidence by or for the Company from any other person. True North understandsand agrees that this consulting relationship creates a relationship of confidence and trust betweenthe Company and True North with respect to Proprietary Information.At all times, both during the term of this Agreement and after its termination, True North willkeep in confidence and trust, and will not use or disclose, any Proprietary Information withoutthe prior written consent of an officer of the Company, except as may be necessary in theordinary course of performing the Services under this Agreement. 2
  3. 3. Notices. All notices required or permitted under this Agreement shall be in writing and shall bedeemed effective upon personal delivery or upon deposit in the United States Post Office, byregistered or certified mail, postage prepaid, addressed to the other party at the address shownabove, or at such other address or addresses as either party shall designate to the other inaccordance with this Section 11.Entire Agreement. This Agreement constitutes this entire agreement between the parties andsupersedes all prior agreements and understandings, whether written or oral, relating to thesubject matter of this Agreement.Amendment. This Agreement may be amended or modified only by a written instrumentexecuted by both the Company and True North.Governing Law. This Agreement shall be construed, interpreted and enforced in accordancewith the laws of the State of West Virginia.Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, bothparties and their respective successors and assigns, including any corporation with which, or intowhich, the Company may be merged or which may succeed to its assets or business, provided,however, that the obligations of True North are personal and shall not be assigned by True North.Miscellaneous. 1.3.No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. 1.4.The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. In the event that any provision of this Agreement shall be invalid, illegal or otherwiseunenforceable, the validity, legality and enforceability of the remaining provisions shall in noway be affected or impaired thereby.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day andyear set forth above.COMPANY NAME_________________________________________TITLETrue North_________________________________________ 3