1、1 Consulting Agreement This a sample extensive form of Consulting Agreement, coupled with an attached form of Confidentiality and Invention Assignment Agreement. 2 CONSULTING AGREEMENT This Consulting Agreement (this Agreement) is entered into as of _, 19_, by and between _ (the Company), and _ (the
2、 Consultant). In consideration of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: 1.Engagement. (a) The Company hereby engages Consultant to render, as an independent contractor, and not as an employee, the consulting services described i
3、n Exhibit A hereto and such other services as may be agreed to in writing by the Company and Consultant from time to time. (b) Consultant hereby accepts the engagement to provide consulting services to the Company on the terms and conditions set forth herein. (c) In accordance with the mutual intent
4、ions of the Company and the Contractor, this Agreement establishes between them an independent contractor relationship, and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship. There is no intention to create by this Agreement an employer-employee rel
5、ationship. (d) The Contractor agrees to furnish personal services as provided herein as an independent contractor using the Contractors own means and methods. 2.Term. This Agreement will commence on the date first written above and, unless modified by the mutual written agreement of the parties, sha
6、ll continue until the satisfactory completion of the services set forth in Exhibit A. Company may terminate this Agreement upon 10 days written notice to Consultant. 3.Compensation. (a) In consideration of the services to be performed by Consultant, the Company agrees to pay Consultant in the manner
7、 and at the rates set forth in Exhibit A. (b) Out of pocket expenses incurred by Consultant that are authorized by the Company in advance in writing shall be reimbursed by Company to Consultant. 4.Consultants Business Activities. (a) During the term of this Agreement, Consultant will engage in no bu
8、siness or other activities, which are or may be, directly or indirectly, competitive with the business activities of the Company without obtaining the prior written consent of the Company. (b) Consultant shall devote such time, attention and energy to the business and affairs of the Company as reque
9、sted by the Company, and in any event no less than the amount of time specified in Exhibit B hereto. 3 (c) Consultant shall keep and periodically provide to the Company a log describing the work activities and hours of Consultant. 5.Confidential Information and Assignments. Consultant is simultaneou
10、sly executing a Confidential Information and Invention Assignment Agreement for Consultants in the form of Exhibit B (the Confidential Information and Invention Assignment Agreement). The obligations under the Confidential Information and Invention Assignment Agreement shall survive termination of t
11、his Agreement for any reason. 6.Representations and Warranties. Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultants undertaking this relationship with the Company, (ii) that the performance o
12、f the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trad
13、e secrets of any other person or entity and (iv) that Consultant has not entered into and will not enter into any agreement (whether oral or written) in conflict with this Agreement. 7.Indemnification. Consultant hereby indemnifies and agrees to defend and hold harmless the Company from and against
14、any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, including court costs and reasonable attorneys fees, arising out of or relating to the services performed by Consultant under this Agreement or the representations and warranties made by Consultant
15、 pursuant to paragraph 7 hereof. Consultants obligations under this paragraph 8 hereof shall survive the termination, for any reason, of this Agreement. 8.Attorneys Fees. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigatio
16、n to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys fees and costs in such litigation from the party or parties against whom enforcement was sought. 9.Entir
17、e Agreement. This Agreement, contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof. 10.Amend
18、ment. This Agreement may be amended only by a writing signed by Consultant and by a representative of the Company duly authorized. 11.Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the A
19、greement which can be given effect without the invalid provisions or applications and, to this end, the provisions of this Agreement are declared severable. 12.Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either part
20、y hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other 4 rights and remedies. 13.Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or
21、 privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Co
22、mpany, by an executive officer of the Company or other person duly authorized by the Company. 14.Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or imminent damage to the value and the goodwill of the Companys business will
23、be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Consultant in the event of any breach or threatened breach by Consultant, in addition to any other relief (inc
24、luding damages and the right of the Company to stop payments hereunder which is hereby granted) available to the Company under this Agreement or under law. 15.Agreement to Perform Necessary Acts. Consultant agrees to perform any further acts and execute and deliver any documents that may be reasonab
25、ly necessary to carry out the provisions of this Agreement. 16.Assignment. This Agreement may not be assigned by Consultant without the Companys prior written consent. This Agreement may be assigned by the Company in connection with a merger or sale of all or substantially all of its assets, and in
26、other instances with the Consultants consent which consent shall not be unreasonably withheld or delayed. 17.Compliance with Law. In connection with his services rendered hereunder, Consultant agrees to abide by all federal, state, and local laws, ordinances and regulations. 18.Independent Contracto
27、r. The relationship between Consultant and the Company is that of independent contractor under a work for hire arrangement. All work product developed by Consultant shall be deemed owned and assigned to Company. This Agreement is not authority for Consultant to act for the Company as its agent or ma
28、ke commitments for the Company. Consultant will not be eligible for any employee benefits, nor will the company make deductions from fees to the consultant for taxes, insurance, bonds or the like. Consultant retains the discretion in performing the tasks assigned, within the scope of work specified.
29、 19.Contractor Responsible for its Agents and Employees. The Contractor shall select and shall have full and complete control of and responsibility for all agents, employees and subcontractors, if any, employed or used by the Contractor and for the conduct of the Contractors independent business and
30、 none of said agents, employees or subcontractors shall be, or shall be deemed to be, the agent, employee or subcontractor of the Company for any purpose whatsoever, and the Company shall have no duty, liability or responsibility, of any kind, to or for the acts or omissions of Contractor or such ag
31、ents, employees or subcontractors, or any of them. Contractor agrees to defend, indemnify and hold the Company harmless from and with respect to any and all claims of any kind based on any act or omission of the Contractor or Contractors agents, employees or subcontractors. 5 20.Contractor Responsib
32、le for Taxes and Indemnification. Without limiting any of the foregoing, the Contractor agrees to accept exclusive liability for the payment of taxes or contributions for unemployment insurance or old age pensions or annuities or social security payments which are measured by the wages, salaries or
33、other remuneration paid to the Contractor or the employees of the Contractor, if any, and to reimburse and indemnify the Company for such taxes or contributions or penalties which the Company may be compelled to pay. The Contractor also agrees to comply with all valid administrative regulations resp
34、ecting the assumption of liability for such taxes and contributions. 21.Governing Law. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of . Name of Company:Consultant: By: _ Name of Consultant Name: _ Title: _ Exhibi
35、t A 1. Description of Services to be Rendered 2. Compensation 3. Minimum Time to be Expended 6 7 Exhibit B Confidential Information and Invention Assignment for Consultant 8 CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT FOR CONSULTANT This CONFIDENTIAL INFORMATION AND INVENTION ASSIGNM
36、ENT AGREEMENT (the Agreement) is made between _ (the Company) and the undersigned consultant. In consideration of my relationship with the Company (which for purposes of this Agreement shall be deemed to include any subsidiaries or Affiliates* of the Company), the receipt of confidential information
37、 while associated with the Company, and other good and valuable consideration, I, the undersigned individual, agree that: 1. Term of Agreement. This Agreement shall continue in full force and effect for the duration of my relationship with the Company and shall continue thereafter until terminated t
38、hrough a written instrument signed by both parties. 2. Confidentiality. (a) Definitions. Proprietary Information is all information and any idea, whatever form, tangible or intangible, pertaining in any manner to the business of the Company, or any of its Affiliates, or its employees, clients, consu
39、ltants, or business associates, which was produced by any employee or consultant of the Company in the course of his or her employment or consulting relationship or otherwise produced or acquired by or on behalf of the Company. All Proprietary Information not generally known outside of the Companys
40、organization, and all Proprietary Information so known only through improper means, shall be deemed Confidential Information. By example and without limiting the foregoing definition, Proprietary and Confidential Information shall include, but not be limited to: (1) formulas, research and developmen
41、t techniques, processes, trade secrets, computer programs, software, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, and research projects; (2) information about costs, profits, markets, sales, con
42、tracts and lists of customers, and distributors; (3) business, marketing, and strategic plans; (4) forecasts, unpublished financial information, budgets, projections, and customer identities, characteristics and agreements; and (5) employee personnel files and compensation information. Confidential
43、Information is to be broadly defined, and includes all information that has or could have commercial value or other utility in the business in which the Company is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the
44、Company, whether or not such information is identified as Confidential Information by the Company. * For purposes of this Agreement, “Affiliate” shall mean any person or entity that shall directly or indirectly controls, is controlled by, or is under common control with the Company. 9 (b) Existence
45、of Confidential Information. The Company owns and has developed and compiled, and will develop and compile, certain trade secrets, proprietary techniques and other Confidential Information which have great value to its business. This Confidential Information includes not only information disclosed b
46、y the Company to me, but also information developed or learned by me during the course of my relationship with the Company. (c) Protection of Confidential Information. I will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in m
47、y assigned duties and for the benefit of the Company, any of the Companys Confidential Information, either during or after my relationship with the Company. In the event I desire to publish the results of my work for the Company through literature or speeches, I will submit such literature or speech
48、es to the President of the Company at least 10 days before dissemination of such information for a determination of whether such disclosure may alter trade secret status, may be prejudicial to the interests of the Company, or may constitute an invasion of its privacy. I agree not to publish, disclose or otherwise disseminate such information without prior written approval of the President of the Company. I acknowledge that I am aware that the unauthorized disclosure of Confidential Information of the Company may be highly prejudicial to its interests, an in
