As of October 19, 2021
This Consulting Services Agreement (“Agreement”) is entered into as of the Effective Date by and between the Independent Contractor and the Company, each individually referred to as a “party” and collectively referred to as the “parties.”
WHEREAS, the Company would like to hire the Independent Contractor to perform certain services and provide certain goods relating to the Company’s business; and
WHEREAS, the Independent Contractor has agreed to perform certain services and provide certain goods to the Company.
Now therefore, in consideration of such engagement and of the promises, terms, covenants, and conditions set forth herein, the Company and the Independent Contractor hereby agree as follows:
Subject to the terms and conditions of this Agreement, the Company engages the Independent Contractor as an independent contractor to perform the services set forth herein, and the Independent Contractor hereby accepts such engagement.
The Company hereby engages the Independent Contractor as a consultant to perform certain tasks (“Duties”), as the Company may request, including but not limited to idea generation, project management, project coordination, project execution, vendor identification, vendor selection, vendor management, survey developments, research, development, product design, design execution, analysis, brand development, corporate development, executive coaching, engineering, strategy generation, intellectual property identification and intellectual property development. The Duties may or may not be defined in the appended statement of work document or proposal (the “SOW”), and are limited to the tasks described therein. The Duties may be expanded by mutual written engagement to include future duties, as defined in the SOW. The SOW may be amended at any point upon mutual written agreement.
This engagement shall commence upon a mutually agreed date and shall continue in full force and effect until the completion of the Duties (the “Term”). Changes of scope, as reflected in the Duties and demonstrated through mutual written agreement, may change the duration of the Term.
The Independent Contractor shall receive monetary compensation for Duties as defined in the SOW. If the Duties are expanded to include new work defined in the SOW or otherwise mutually agreed to in writing, the Independent Contractor shall receive monetary compensation per four (4) weeks, as defined in the SOW. All compensation is granted under condition that the Duties are completed by the Independent Contractor to the satisfaction of the Company. The Company shall further reimburse the Independent Contractor for any mutually agreed upon expenses relating to the fulfillment of the Duties.
The Independent Contractor agrees to provide an invoice to the Company in accordance with the payment terms defined in the SOW (“Payment Terms”). The Company agrees that all compensation shall be due to the Independent Contractor in accordance the Payment Terms. Any invoice submitted by the Independent Contractor is subject to review and approval by a representative of the Company. The Company is not liable for any additional payments, expenses, benefits or obligations unless a representative of the Company provides written approval and is provided an itemized receipt or proof of payment that corresponds to the previously approved reimbursement. In the event that this Agreement is terminated, compensation will be prorated for partial completion of Duties.
The Independent Contractor agrees that he or she is being fully and fairly compensated for their efforts relating to the work completed at the request of the Company and as such, the business relationship is satisfactory and the Independent Contractor is not due any further compensation (monetary or otherwise) in relation to the services provided.
The Independent Contractor represents that its performance of all of the terms of this Agreement does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data of a third party and the Independent Contractor will not disclose to the Company, or induce the Company to use, any confidential or proprietary information belonging to third parties unless such use or disclosure is authorized in writing by such owners.
The Independent Contractor further agrees that all goods and services rendered by him or her under the Agreement shall be done so using only resources that are under its ownership and control. If during the course of the Agreement, the Independent Contractor uses or relies upon resources of third parties, including but not limited to universities, without approval from a Company representative, in order to fulfill the goods and services required by the Agreement, the Independent Contractor then agrees that this is done without permission and approval of the Company.
The Independent Contractor and the Company each agree that they do not hold any title or right of ownership, either in part or in whole, over any images, assets, products, likeness, logos, media, information, names, business models, business concepts, business processes, designs, research, strategies, trade secrets, patentable concepts, patents, copyrights, trademarks, or ideas at any stage, or any other property that was developed or created by the other party before the commencement of the Term or after the ending of the Term.
The Independent Contractor hereby assigns to the Company all rights, title and interest owned by and vested in the Independent Contractor, in and to all tangible results of the Duties provided by the Independent Contractor to the Company during the Term (“Work Output”) and all intellectual property rights the Independent Contractor has (including without limitation, patents, copyrights, trade secrets, moral rights and all other intellectual property or proprietary rights) therein. Such assignment does not include any Underlying Technology. “Underlying Technology” will mean (a) the Independent Contractor’s technology, methodologies, know-how and intellectual property existing as of the Effective Date or otherwise arising outside of work under this Agreement, (b) any derivatives, improvements, enhancements or extensions of the foregoing that are conceived, reduced to practice, or developed in performance of this Agreement that have general applicability in the Independent Contractor's business, and (c) any intellectual property relating to any of the foregoing. To the extent any Underlying Technology is incorporated into or otherwise reasonably necessary to use any such Work Output, subject to the terms and conditions of this Agreement, the Independent Contractor grants to the Company a non-exclusive, royalty-free, perpetual, irrevocable, non-sublicensable, worldwide license to fully exercise and exploit the Underlying Technology and to make derivative works of the same in connection with the exploitation of the Work Output. The Independent Contractor will reasonably assist the Company, at the Company’s request and expense, to further evidence, record, perfect, and maintain any rights assigned.
The Independent Contractor agrees at all times from the Effective Date onwards, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation or other entity without written authorization of the Company, any Confidential Information of the Company which the Independent Contractor obtains or creates. The Independent Contractor further agrees not to make copies of such Confidential Information except as authorized by the Company. The Independent Contractor understands that “Confidential Information” means any Company proprietary information, technical data, business concepts, designs, business processes, commerce methods, trade secrets or know-how, which has been designated in writing as being confidential or privileged, including, but not limited to, research, strategic plans, corporate strategy, business strategy, operations strategy, product strategy, brand strategy, development timelines, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, notebooks, files, agreements, lists, methods, processes, formulas, technology, branding, logos, designs, marketing materials, advertisements, creative materials, marketing plans, marketing strategy, brand strategy, drawings, engineering, hardware configuration information, marketing, sales, advertising, administration, licenses, finances, budgets or other business information disclosed to the Independent Contractor by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by the Independent Contractor. The Independent Contractor further understands that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of the Independent Contractor. The Independent Contractor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Independent Contractor agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out work for the Company consistent with the Company's agreement with such third party.
The Independent Contractor agrees to deliver promptly all of the Company's property and all copies of the Company's property in the Independent Contractor's possession, custody or control, to the Company at any time upon Company's request.
Either party may terminate this Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within 15 days after notice by the non-breaching party is given.
The Independent Contractor agrees to perform the services described herein solely as an Independent Contractor. The parties to this Agreement recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties. The Independent Contractor is not authorized to enter into or commit the Company to any agreements, and the Independent Contractor shall not represent itself as the agent or legal representative of the Company. Further, the Independent Contractor shall not be entitled to participate in any of the Company's benefits, including without limitation any health or retirement plans. The Independent Contractor shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement. The Company shall not be liable for taxes, Worker's Compensation, unemployment insurance, employers' liability, employer's FICA, social security, withholding tax, or other taxes or withholding for or on behalf of the Independent Contractor or any other person consulted or employed by the Independent Contractor in performing Services under this Agreement. All such costs shall be Independent Contractor's responsibility.
No amendment, change or modification of this Agreement shall be valid unless in writing signed by the Company and Independent Contractor.
This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
Last updated: October 19, 2021