This required section requests information regarding the parties to the Consulting Agreement, and why it is being made. Press [Ctrl+F1] for more information.
This required section describes the services to be performed by the Consultant and the date these services will begin. Press [Ctrl+F1] for more information.
This optional section states that the manner and hours of work will be determined by the Consultant. Press [Ctrl+F1] for more information.
This required section states the fee to be paid to the Consultant and a payment schedule. Press [Ctrl+F1] for more information.
This optional section provides for the possibility that part of the Consultant's compensation will be paid as commission. Press [Ctrl+F1] for more information.
This optional section states which "out-of-pocket" expenses, if any, will be reimbursed by the Company. Press [Ctrl+F1] for more information.
This optional section states which support services (for example, office space, secretarial staff) the Company will provide to the Consultant, if any. Press [Ctrl+F1] for more information.
This optional section requires the Consultant to obtain Company approval prior to beginning a new project for the Company.
This required section describes when the Agreement will terminate. Press [Ctrl+F1] for more information.
This required section identifies the Consultant as an independent contractor, not an employee of the Company. Press [Ctrl+F1] for more information.
This optional section requires the Consultant to disclose any interests or activities which may conflict with the Company's interest. Press [Ctrl+F1] for more information.
This optional section binds the employees of the Consultant to the Agreement. Press [Ctrl+F1] for more information.
This optional section requires the Consultant to obtain insurance for injuries due to the Consultant's negligence, and waives right to recovery from the Company for such injuries. Press [Ctrl+F1] for more information.
This optional section requires the Consultant to hold the Company harmless from any claims resulting from the acts of the Consultant and employees or agents of the Consultant. Press [Ctrl+F1] for more information.
This optional section forbids the Consultant from assigning the Consultant's obligations to another party, unless the Company consents. Press [Ctrl+F1] for more information.
This optional section defines the parties' rights regarding any copyrights, patents, or other intellectual property which is developed during the course of the Agreement. Press [Ctrl+F1] for more information.
This optional section obligates the Consultant to protect and not disclose the Company's confidential information. Press [Ctrl+F1] for more information.
This optional section requires the Consultant to return any and all Company records, notes and other data upon termination of the Agreement. Press [Ctrl+F1] for more information.
This required section provides the addresses at which any notices shall be provided to the Consultant and the Company. Press [Ctrl+F1] for more information.
This required section contains standard provisions regarding the interpretation and enforcement of the Agreement. Press [Ctrl+F1] for more information.
This required section provides signature lines for the party. Press [Ctrl+F1] for more information.
This optional section provides an exhibit to describe any patents, copyrights, inventions or other intellectual property in which the Consultant has an interest. Press [Ctrl+F1] for more information.
Times New Roman
Consulting Agreement
CAGREE
A Consulting Agreement is a document under which a consultant (or other independent contractor) agrees to provide professional, consulting, or other services for a fee. It offers a non-compete provision and a provision that covers the handling of confidential information.
!!!!!!!!!!!!!!!!!
Enter a term that will be used in the Agreement as an abbreviated version of the Consultant's name. For example, if the Consultant's name is "Mary Jones", enter "Jones", "Contractor", or "Consultant".
Enter a term that will be used in the Agreement as an abbreviated version of the name of the Company. For example, if the company's name is "ABC Widget Corporation", enter "ABC", "ABC Widget" or "Company".
Enter the name of the person or company who will be receiving services under the Agreement or edit the information as desired. Use the P.I. Manager to select and paste a record. For convenience, this party will be referred to in the hints as the "Company".
Enter the Company's street address or edit the information as desired.
Enter the Company's extended street address or edit the information as desired.
Enter the Company's city or edit the information as desired.
Enter the Company's state/province or edit the information as desired.
Enter the Company's zip/postal code or edit the information as desired.
Enter the country or edit the information as desired.
Enter the name of the person or company who will be providing services under the Agreement or use the P.I. Manager to select and paste a record. For convenience, this party will be referred to in the hints as the "Consultant". The Consultant is an independent contractor under this Agreement.
Enter the Consultant's street address or edit the information as desired.
Enter the Consultant's extended street address or edit the information as desired.
Enter the Consultant's city or edit the information as desired.
Enter the Consultant's state/province or edit the information as desired.
Enter the Consultant's zip/postal code or edit the information as desired.
Enter an X to include the Consultant's country, if outside the United States.
CAG01
CONSULTING AGREEMENT
! Opening Section (1 of 22)
This Agreement is made effective as of !, by and between !, of
!, ! !,
! Country: !,
!, of
!, ! !,
! Country: , !.
In this Agreement, the party who is contracting to receive services
shall be referred to as "!", and the party who will be providing the services shall be referred to as "!".
! has a background in
and is willing to provide services to ! based on this background.
! desires to have services provided by !.
Therefore, the parties agree as follows:
Enter the title of the Agreement. The title will be centered when previewed or printed. For example, CONSULTING AGREEMENT or INDEPENDENT CONTRACTOR AGREEMENT.
Using the format MM/DD/YYYY, enter the date that the Agreement will become effective or edit the information as desired. Often this date will be the date that the Agreement is signed, but in some cases, it may be desirable to have some other effective date.
Enter the name of the person or company who will be receiving services under the Agreement or edit the information as desired. Use the P.I. Manager to select and paste a record. For convenience, this party will be referred to in the hints as the "Company".
Enter the Company's street address or edit the information as desired.
Enter the Company's extended street address or edit the information as desired.
Enter the Company's city or edit the information as desired.
Enter the Company's state/province or edit the information as desired.
Enter the Company's zip/postal code or edit the information as desired.
Enter an X to include the Company's country, if outside the United States.
Enter the country or edit the information as desired.
Enter the name of the person or company who will be providing services under the Agreement or use the P.I. Manager to select and paste a record. For convenience, this party will be referred to in the hints as the "Consultant". The Consultant is an independent contractor under this Agreement.
Enter the Consultant's street address or edit the information as desired.
Enter the Consultant's extended street address or edit the information as desired.
Enter the Consultant's city or edit the information as desired.
Enter the Consultant's state/province or edit the information as desired.
Enter the Consultant's zip/postal code or edit the information as desired.
Enter an X to include the Consultant's country, if outside the United States.
Enter a term that will be used in the Agreement as an abbreviated version of the name of the Company. For example, if the company's name is "ABC Widget Corporation", enter "ABC", "ABC Widget" or "Company".
Enter a term that will be used in the Agreement as an abbreviated version of the Consultant's name. For example, if the Consultant's name is "Mary Jones", enter "Jones", "Contractor", or "Consultant".
Enter a description of the Consultant's background. For example, "computer programming" or "carpentry".
CAG02
! Services Provided Section (2 of 22)
!. DESCRIPTION OF SERVICES. Beginning on !, ! will provide the following services, (collectively, the "Services"):
Using the format MM/DD/YYYY, enter the date the Consultant will begin to provide services.
Enter a description of the services to be provided by the Consultant.
CAG03
! Optional Performance of Services Section (3 of 22)
!. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by ! shall be determined by !. ! will rely on ! to work as many hours as may be reasonably necessary to fulfill !'s obligations under this Agreement.
Enter an X to include an optional section which states that the manner and hours of work will be determined by the Consultant. Press [Ctrl+F1] for information regarding IRS Guidelines concerning control of the Consultant's work methods.
CAG04
! Payment Section (4 of 22)
!. PAYMENT. ! will pay a fee to
! for the Services
! in the amount of $!.
! based on $! per !.
This fee shall be payable
! in a lump sum
! upon completion of the Services.
! monthly, no later than the ! day of the month following the period during which the Services were performed.
! semi-monthly, no later than the
! first and fifteenth
! fifteenth and last
! ! and !
day of the month, each payment corresponding to the semi-monthly period that ended approximately fifteen days prior to the payment date.
! weekly, no later than ! days after the end of each applicable week during which Services were performed.
! bi-weekly, no later than ! days after the end of each applicable two-week period during which Services were performed.
! [Enter some other description.]
Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that ! shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which ! has not yet been paid.
Enter an X to state the fee as a total amount. Press [Ctrl+F1] for more information regarding the preferable payment method.
Enter the total amount.
Enter an X if the fee will be based on a stated amount per time period.
Enter the amount of the Consultant's fee per time period.
Enter an appropriate time period (for example, "hour" or "week").
Enter an X if the Consultant will be paid a lump sum upon completion of services, or upon the occurrence of a specific event.
Enter an X if the Consultant will be paid upon completion of the services.
Enter an X if the Consultant will be paid on a specific date or upon the occurrence of a specific event. For example, "upon completion of the initial phase of a project."
Enter the date or a description of the event upon which payment will be made.
Enter an X if the Consultant will be paid on a monthly basis.
Enter the day of the month by which the Consultant must be paid.
Enter an X if the Consultant will be paid on a semi-monthly basis.
Enter an X if the Consultant will be paid on the first and fifteenth of each month.
Enter an X if the Consultant will be paid on the fifteenth and last day of each month.
Enter an X to state a different semi-monthly payment schedule.
Enter the first date of the semi-monthly payment schedule.
Enter the second date of the semi-monthly payment schedule.
Enter an X if the Consultant will be paid on a weekly basis.
Enter the maximum number of days that can pass between the time the Consultant completes a work week, and when the Consultant will receive payment. For example, "two" or "20".
Enter an X if the Consultant will be paid on a bi-weekly basis.
Enter the maximum number of days that can pass between the time the Consultant completes a bi-weekly period, and when the Consultant will receive payment. For example, "two" or "20".
Enter an X to enter some other payment schedule.
Enter a description of the payment schedule.
CAG05
! Optional Commission Payments Section (5 of 22)
!. COMMISSION PAYMENTS.
! [Optional phrase] In addition to the payments under the preceding paragraph,
! will make commission payments to ! based on !% of !. For the purposes of this Agreement, ! means
!. Payment Schedule. The commission payments shall be payable
! monthly, no later than the ! day of the following month.
! semi-monthly, no later than the
! first and fifteenth
! fifteenth and last
! ! and !
day of the month, each payment corresponding to the semi-monthly period that ended approximately fifteen days prior to the payment date.
! weekly, no later than ! days after the end of each applicable week.
! bi-weekly, no later than ! days after the end of each applicable two-week period.
! [Enter your own description.]
!. Accounting. ! shall maintain records in sufficient detail for purposes of determining the amount of the commission. ! shall provide to ! a written accounting that sets forth the manner in which the commission payment was calculated.
!. Right to Inspect. !, or !'s agent, shall have the right to inspect !'s records for the limited purpose of verifying the calculation of the commission payments, subject to such restrictions as ! may reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable business hours as may be set by !.
!. Death. If ! dies during the term of this Agreement, ! shall be entitled to payments or partial commission payments for the period ending with the date of !'s death.
Enter an X if the Consultant will be paid a commission. This section describes the basis of the commission and when it will be paid. Press [Ctrl+F1] for more information.
Enter an X if commission will be paid in addition to the previously stated compensation payments.
Enter the percent that will be paid as commission. For example, "10".
Enter a short description of the basis of the commission. For example, based on a percentage of "gross sales".
Enter a more detailed description of the basis of the commission.
Enter an X to include a payment schedule for the commission.
Enter an X if the commission will be paid on a monthly basis.
Enter the monthly payment date (for example, "tenth").
Enter an X if the commission will be paid on a semi-monthly basis.
Enter an X if the commission will be paid on the first and fifteenth of every month.
Enter an X if the commission will be paid on the fifteenth and the last day of every month.
Enter an X to state a different semi-monthly payment schedule.
Enter the first date of the semi-monthly payment schedule.
Enter the second date of the semi-monthly payment schedule.
Enter an X if the commission will be paid on a weekly basis.
Enter the maximum number of days that can pass between the end of the week and the time when the Consultant will receive a commission check.
Enter an X if the commission will be paid on a bi-weekly basis.
Enter the maximum number of days that can pass between the end of the bi-weekly period and the time when the Consultant will receive a commission check.
Enter an X to enter a different payment schedule.
Enter a description of the payment schedule.
Enter an X to include a section which obligates the company to provide a written accounting to the Consultant that reflects the manner in which the commission was calculated.
Enter an X to include a section which gives the Consultant, or the Consultant's agent, the right to inspect Company records to verify commission payments.
Enter an X to include a section which specifies the payment to which the Consultant is entitled if the Consultant dies during the term of the Agreement. NOTE: This provision applies to individual Consultants only.
CAG06
! Optional Expense Reimbursement Section (6 of 22)
!. EXPENSE REIMBURSEMENT. ! shall
! pay all "out-of-pocket" expenses, and shall not be entitled to reimbursement from !.
! be entitled to reimbursement from ! for all "out-of-pocket" expenses.
! be entitled to reimbursement from ! for the following "out-of-pocket" expenses:
! - travel expenses
! - meals
! , excluding alcoholic beverages
! - postage
! - copying
! - !
! - !
! - !
! - ____________________________________
Enter an X to include a section that specifies the payment, if any, for the Consultant's "out-of-pocket" expenses. The payment of such expenses by the Company may subject the Consultant to treatment as an employee rather than an independent contractor. Press [Ctrl+F1] for more information.
Enter an X if the Company WILL NOT reimburse the Consultant for any out-of-pocket expenses.
Enter an X if the Company WILL reimburse the Consultant for all out-of-pocket expenses.
Enter an X if the Company WILL reimburse the Consultant for certain out-of-pocket expenses.
Enter an X if the Company will reimburse the Consultant for travel expenses.
Enter an X if the Company will reimburse the Consultant for meals.
Enter an X if the cost of alcoholic beverages is excluded from reimbursement.
Enter an X if the Company will reimburse the Consultant for postage.
Enter an X if the Company will reimburse the Consultant for copying expenses.
Enter an X to include other expenses for which the Consultant will be reimbursed.
Enter a description of the expense for which the Consultant will be reimbursed.
CAG07
! Optional Support Services Section (7 of 22)
!. SUPPORT SERVICES. !
! will not provide support services, including office space and secretarial services, for the benefit of !.
! will provide the following support services for the benefit of !:
! - office space
! - staff and secretarial support
! - office supplies
! - !
! - !
! - !
! - ____________________________________
Enter an X to include a section that specifies what support services, if any, will be provided by the Company to the Consultant. The provision of such services by the Company tends to show an employee relationship rather than an independent contractor status. Press [Ctrl+F1] for information on IRS Guidelines.
Enter an X if the Company WILL NOT provide support services such as office space or secretarial services.
Enter an X if the Company WILL provide support services such as office space or secretarial services.
Enter an X if the Company will provide office space to the Consultant.
Enter an X if the Company will provide staff and secretarial support to the Consultant.
Enter an X if the Company will provide office supplies to the Consultant.
Enter an X if the Company will provide other support services to the Consultant.
Enter a description of the support service to be provided.
CAG08
! Optional New Project Approval Section (8 of 22)
!. NEW PROJECT APPROVAL. ! and ! recognize that !'s Services will include working on various projects for !. ! shall obtain the approval of ! prior to the commencement of a new project.
Enter an X to include a section which requires the Consultant to obtain Company approval prior to beginning a new project for the Company.
CAG09
! Term/Termination Section (9 of 22)
!. TERM/TERMINATION. This Agreement
! shall terminate automatically upon completion by ! of the Services required by this Agreement.
! shall terminate automatically on !.
! may be terminated by either party upon ! days written notice to the other party.
! shall be effective for a period of ! and shall automatically renew for successive terms of the same duration, unless either party provides ! days written notice to the other party prior to the termination of the applicable initial term or renewal term.
Enter an X if the Agreement shall terminate upon the completion of the services.
Enter an X if the Agreement shall terminate on a certain date.
Using the format MM/DD/YYYY, enter the date when the Agreement will terminate.
Enter an X if the Agreement may be terminated by either party with a written notice.
Enter the number of days' notice that must be provided by either party to terminate the Agreement. For example, "60" days.
Enter an X if the Agreement is to be effective for a specific time period, and will automatically be renewed for a similar time period.
Enter the amount of time for which the Agreement will be effective. For example, "2 years" or "12 weeks".
Enter the number of days required to provide written notice of termination to prevent the Agreement from being renewed automatically. For example, "90" days.
CAG10
! Relationship Section (10 of 22)
[Access Document Information for an explanation of this topic.]
!. RELATIONSHIP OF PARTIES. It is understood by the parties that ! is an independent contractor with respect to !, and not an employee of !. ! will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of !.
CAG11
! Optional Disclosure Section (11 of 22)
!. DISCLOSURE. ! is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of !. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:
! - a product or product line of !
! - a manufacturing process of !
! - any activity that ! may be involved with on behalf of !
! - !
! - !
! - !
! - _____________________________________
Enter an X to include a section which requires the Consultant to disclose any interests or activities which may conflict with the Company's interest. This information may be needed to prevent improper disclosures of Company information.
Enter an X if the Consultant must disclose outside activities or interests which relate to the Company's products or product line.
Enter an X if the Consultant must disclose outside activities or interests which relate to the Company's manufacturing processes.
Enter an X if the Consultant must disclose outside activities or interests which relate to any activity of the Company in which the Consultant will be involved.
Enter an X if there is another area for which the Consultant must disclose related activities or interests.
Enter a brief description of the Company's activity.
CAG12
! Optional Employees Section (12 of 22)
!. EMPLOYEES. !'s employees, if any, who perform services for ! under this Agreement shall also be bound by the provisions of this Agreement.
! [Optional] At the request of !, ! shall provide adequate evidence that such persons are !'s employees.
Enter an X if the employees of the Consultant are also bound by the Agreement.
Enter an X if the Consultant will be required to provide evidence that such persons are the Consultant's employees upon the Company's request.
CAG13
! Optional Injury Section (13 of 22)
!. INJURIES. ! acknowledges !'s obligation to obtain appropriate insurance coverage for the benefit of ! (and !'s employees, if any) ! waives any rights to recovery from ! for any injuries that ! (and/or !'s employees) may sustain while performing services under this Agreement and that are a result of the negligence of ! or !'s employees.
Enter an X to include a section that obligates the Consultant to obtain insurance for any injuries that are the result of the negligence of the Consultant or the Consultant's employees. This section also waives the Consultant's right to recover from the Company for such injuries.
CAG14
! Optional Indemnification Section (14 of 22)
!. INDEMNIFICATION. ! agrees to indemnify and hold ! harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against ! that result from the acts or omissions of !, !'s employees, if any, and !'s agents.
Enter an X to include a section which obligates the Consultant to assume liability or reimburse the Company for any claims made by other parties against the Company, which result from the acts or omissions of the Consultant, the Consultant's employees, or any agents of the Consultant.
CAG15
! Optional Assignment Section (15 of 22)
!. ASSIGNMENT. !'s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of !.
Enter an X to include a section that prohibits the Consultant from assigning the Consultant's obligations under the Agreement to any other party without the prior written consent of the Company.
CAG16
! Optional Intellectual Property Section (16 of 22)
!. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"):
!. Consultant's Intellectual Property.
! personally holds an interest in the Intellectual Property that is described on the attached Exhibit A and which is not subject to this Agreement.
! does not personally hold any interest in any Intellectual Property.
!. Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by ! (or !'s employees, if any) during the term of this Agreement shall be the property of
! !. ! shall sign all documents necessary to perfect the rights of ! in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, ! shall sign all documents necessary to assign the rights to such Intellectual Property to !.
! !, subject to !'s right to acquire such Intellectual Property on terms agreeable to ! and !. ! will not acquire shop rights or an interest in any way in such Intellectual Property by virtue of the development, experimentation, or adaptation for manufacture, sale, or use.
! !, subject to the irrevocable right and license of ! to make, use, and/or sell products and services derived from any such Intellectual Property without payment of royalties. Such rights and license will be exclusive for the term of this Agreement, and any extensions or renewals of this Agreement. After termination of this Agreement, such rights and license shall be nonexclusive, but shall remain royalty-free. Each party shall execute such documents as may be necessary to perfect and preserve the rights of either party with respect to any such Intellectual Property.
Enter an X to include a section that provides protection to the Company with respect to copyrights, patents, inventions and other intellectual property. Press [Ctrl+F1] for more information regarding intellectual property. Consult an attorney who specializes in intellectual property for further information.
Enter an X if the Consultant holds an interest in intellectual property which SHALL NOT be subject to this Agreement. The property should be described in the Exhibit which is provided as the last section. If this information exists in a separate document, that document may be attached to the Agreement in lieu of the Exhibit.
Enter an X if the Consultant does not currently hold an interest in any intellectual property.
Enter an X to include a paragraph regarding the ownership of any improvements to the intellectual property. Press [Ctrl+F1] for more information regarding intellectual property. Consult an attorney who specializes in intellectual property for further information.
Enter an X if the development of intellectual property becomes the property of the Company, and the Consultant shall sign all documents to transfer all such rights in such property to the Company. Consult an attorney who specializes in intellectual property if further information is needed.
Enter an X if any intellectual property developed by the Consultant will remain the property of the Consultant, subject to the Company's right to acquire the property on terms agreeable to both parties. Consult an attorney who specializes in intellectual property if further information is needed.
Enter an X if any intellectual property developed by the Consultant becomes the property of the Consultant, subject to the irrevocable right and license of the Company to make, use and/or sell products and services derived from any such property.
-CAG17
! Optional Confidentiality Section (17 of 22)
!. CONFIDENTIALITY. ! recognizes that ! has and will have the following information:
! - inventions
! - machinery
! - products
! - prices
! - apparatus
! - costs
! - discounts
! - future plans
! - business affairs
! - process information
! - trade secrets
! - technical information
! - customer lists
! - product design information
! - copyrights
! - !
! - !
! - !
! - ___________________________________________
and other proprietary information (collectively, "Information") which are valuable, special and unique assets of !. ! agrees that ! will not at any time or in any manner, either directly or indirectly, use any Information for !'s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of !. ! will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
!. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that ! has disclosed (or has threatened to disclose) Information in violation of this Agreement, ! shall be entitled to an injunction to restrain ! from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. ! shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
!. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
!. SERVICES TO THIRD PARTIES.
! ! shall not provide any consulting services to any third party during the term of this Agreement, unless ! has obtained !'s prior written consent.
! The parties recognize that ! may provide consulting services to third parties. However, ! is bound by the confidentiality provisions of this Agreement, and ! may not use the Information, directly or indirectly, for the benefit of third parties.
!. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are special and unique assets of !, ! agrees and covenants that for a period of ! following the termination of this Agreement, whether such termination is voluntary or involuntary, ! will not directly or indirectly engage in any business competitive with !. This covenant shall apply to the geographical area that includes
! all of the State of !.
! the area within a(n) ! mile radius of !.
Directly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, or (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of ! for the benefit of a third party that is engaged in such business. ! agrees that this non-compete provision will not adversely affect the livelihood of !.
Enter an X to include a section that obligates the Consultant to protect and not to disclose the Company's proprietary or confidential information. Press [Ctrl+F1] for more information.
Enter an X if information regarding inventions of the Company is confidential.
Enter an X if information regarding machinery of the Company is confidential.
Enter an X if information regarding products of the Company is confidential.
Enter an X if information regarding prices of the Company is confidential.
Enter an X if information regarding apparatus of the Company is confidential.
Enter an X if information regarding costs of the Company is confidential.
Enter an X if information regarding discounts of the Company is confidential.
Enter an X if information regarding future plans of the Company is confidential.
Enter an X if information regarding business affairs of the Company is confidential.
Enter an X if information regarding processes of the Company is confidential.
Enter an X if information regarding trade secrets of the Company is confidential.
Enter an X if information regarding technical matters of the Company is confidential.
Enter an X if information regarding customer lists of the Company is confidential.
Enter an X if information regarding product design of the Company is confidential.
Enter an X if information regarding copyrights of the Company is confidential.
Enter an X if any other information of the Company is confidential.
Enter a description of other confidential information.
Enter an X to include a section that specifies the Company's rights to take action with respect to actual or potential disclosures, such as making a claim for losses or damages, or obtaining an injunction to restrain the Consultant from disclosing company information.
Enter an X to include a paragraph that obligates the Consultant not to disclose confidential information for a specified amount of time after the termination of the Agreement.
Enter an X to include a paragraph which would limit the right of the Consultant to provide services to third parties. Press [Ctrl+F1] for more information.
Enter an X if the Consultant shall NOT provide consulting services to third parties during the term of the Agreement without the Company's prior written consent. Such restrictions may indicate an employee relationship rather than an independent contractor. Press [Ctrl+F1] for more information.
Enter an X if the Consultant may provide consulting services to other persons or entities, but is bound by the confidentiality provisions of the Agreement.
Enter an X if the Consultant agrees not to work for a competitor's company for a designated period of time following the completion or termination of the Agreement. Such restriction may indicate an employee relationship rather than an independent contractor relationship. Press [Ctrl+F1] for more information.
Enter the amount of time that the non-compete provision will be effective. For example, "2 years".
Enter an X if the non-compete provision applies to all of a particular state. The prohibited geographical area must be reasonable with respect to the Company's market area in order to be enforceable.
Enter the specific state.
Enter an X to state the geographical area as the territory located within a specific number of miles of a particular location. For example, "within a 100 mile radius of Linn County".
Enter the number of miles that will comprise the radius in which the Consultant cannot compete. For example, "two" or "20". The restricted geographical area must be reasonable with respect to the Company's market area.
Enter the name of the city, county or other reference point which will serve as the base for the radius of the restricted competition. For example, "Linn County".
Enter an X to designate some other geographical area. For example, "within the Twin Cities area". The restricted geographical area must be reasonable with respect to the Company's market area.
Enter the geographical description.
CAG18
! Optional Return of Records Section (18 of 22)
!. RETURN OF RECORDS. Upon termination of this Agreement, ! shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in !'s possession or under !'s control and that are !'s property or relate to !'s business.
Enter an X to include a section that requires the Consultant to return all records, notes, and other data which belong to the Company upon termination of this Agreement.
CAG19
! Notices Section (19 of 22)
!. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
[Party receiving services:]
IF for !:
! [Contact] !
! [Title] !
!, ! !
! Country: !
[Party providing services:]
IF for !:
! [Contact] !
! [Title] !
!, ! !
! Country: !
Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.
The program completes the name of the person or Company by transferring the information from a previous section. This information may be modified without affecting earlier data. Use the P.I. Manager to select and paste a record.
Enter an X to include the name of a Company contact person who will receive notices from the Consultant regarding the Agreement.
Enter the name of the Company's contact person or use the P.I. Manager to select and paste a record.
Enter an X to include the title of the Company contact person.
Enter the contact person's title or edit the information as desired.
The program completes the Company's address by transferring the information from a previous section. This information may be modified without affecting earlier data.
Enter the Company's extended street address or edit the information as desired.
Enter the Company's city or edit the information as desired.
Enter the Company's state/province or edit the information as desired.
Enter the Company's zip/postal code or edit the information as desired.
Enter an X to include the country where the company is located, if outside the United States.
Enter the country or edit the information as desired.
The program completes the Consultant's name by transferring the information from a previous section. This information may be modified without affecting earlier data. Use the P.I. Manager to select and paste a record.
Enter an X to include the name of a Consultant contact person who will receive notices from the Company regarding the Agreement.
Enter the name of the Consultant's contact person or use the P.I. Manager to select and paste a record.
Enter an X to include the title of the Consultant contact person.
The program completes the Consultant's address by transferring the information from a previous section. This information may be modified without affecting earlier data.
Enter the Consultant's extended street address or edit the information as desired.
Enter the Consultant's city or edit the information as desired.
Enter the Consultant's state/province or edit the information as desired.
Enter the Consultant's zip/postal code or edit the information as desired.
Enter an X to include the country where the Consultant is located, if outside the United States.
CAG20
! General Provisions Section (20 of 22)
[This section includes standard provisions regarding the enforcement of this document.]
!. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
!. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
!. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
!. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
!. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of !.
Enter the state whose laws will govern the Agreement. The laws of the state where the services will be performed or where the Agreement was entered generally govern the Agreement.
Enter the name of the person who will be receiving services or edit the information as desired. If appropriate, change the information to the name of the person who will sign on behalf of the Company. Use the P.I. Manager to select and paste a record.
If appropriate, enter an X to include the person's title. For example, "Owner", "President", or "Manager".
Enter the person's title or edit the information as desired.
Enter the name of the person providing services or edit the information as desired. If appropriate, change the information to the name of the person who will sign on behalf of the Consultant. Use the P.I. Manager to select and paste a record.
Enter the persons's title or edit the information as desired.
CAG22
! Optional Exhibit Section (22 of 22)
EXHIBIT A
Intellectual Property
Enter an X to describe the intellectual property in which the Consultant has an interest. This description will print out as Exhibit A. If this information exists in a separate document, that document may be attached to the Agreement instead of this exhibit.
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