Contract Example
The following is my template contract for consulting services. It should give you a general idea of what I do, and how I do it.
Consulting Agreement
Between
_________________________, Inc.
And
T.C. Jacobson & Associates LLC (TCJ&A)
Month,Day,Year
This Agreement is made effective as of _______________, by ____________________ a division of _____________ and T.C. Jacobson & Associates LLC, of 14912S Whitefish Lake Rd., Gordon, Wisconsin 54838, a Wisconsin Limited Liability Corporation (IRS SSN xxx-xxx-xxx).
In this Agreement, the party who is contracting to receive services shall be referred to as “The Client”, and T.C. Jacobson & Associates LLC who will be providing the services shall be referred to as “TCJ&A”.
TCJ&A has a background in management and network architecture as described in Appendix A, and is willing to provide services to The Client based on this background. The Client desires to have services provided by TCJ&A as follows:
1. DESCRIPTION OF TASKS. Beginning on _____________, TCJ&A will provide the following services (collectively, the “Services”):
Task 1: Planning and Architecture1A: Identify issues
……..
1B: Identify solutions
…….
1C: Discussion of alternatives…….
1D: Recommended Solution
…….
1E: Implementation Issues
…….
Planned Travel: Visits to vendors, …………. Attending meetings ……… Attending professional conferences ………….
Time Allocated: total days, days/month, months
Written Reports: Status report in _________, final report including …………. by ________.
Task 2: Contract OversightAssist in getting closure ………
Travel: Visits to vendors, …………. Attending meetings ………
Time Allocated: total days, days/month, months
Written Reports: None, except review and editing contribution to contract requirements matrix and contract language.
Task 3: Operational Deployment3A: Provide continuity …………..
3B: Develop (together with The Client) a pilot testing plan including stress testing with simulated traffic to beta sites, and real world testing with an actual traffic.
3C: Develop a plan for continuous end-to-end monitoring of individual services.
Travel: Visits to vendors, …………. Attending meetings ………
Time Allocated: total days, days/month, months
Written Reports: 1. PowerPoint slides …… , 2. Draft of test and monitoring plan ….
Task 4: Day-to-Day SupportProvide support from time to time as requested by The Client including participation in planning meetings, teleconferences, compilation of documentation, presentations, etc. for projects not directly related to the Tasks.
Travel: unknown, two visits to The Client estimated
Time Allocated: 1 day per week for one year.
Written Reports: None, except CD containing all electronic documentation pertaining to project.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed, the specific hours to be worked by TCJ&A, and the place of work, shall be determined by TCJ&A. The Client will rely on TCJ&A to work as many days as may be reasonably necessary to fulfill TCJ&A’s obligations under this Agreement.
3. PAYMENT. The Client shall pay a fee to TCJ&A for the Services in the amount of $X00 per day of 8 hours or more in a 24 hour period for site visits, conferences, meetings and preparation of written consulting reports. The Client shall pay a fee to TCJ&A for the Services in the amount of $X00 per day of 8 hours or more in a 24 hour period for direct participation in the clients written work such as proposals, contracts, lengthy reports, and computer programming. (In both cases, ½ days may be concatenated to form whole days) For on-going agreements of more than two months there shall be a $1,000 per month minimum payment (a retainer). These fees shall be payable quarterly and within 30 days on receipt of invoice from TCJ&A.
4. EXPENSE REIMBURSEMENT. TCJ&A shall be entitled to reimbursement from The Client for all “out-of-pocket” expenses including (retroactive to the first prospective visit):
a) All travel reimbursed from point of origin (Wisconsin, France, etc.), including meals and misc. at US federal government per diem rates, and hotels up to US federal government per diem for cities visited. Reimbursement amounts shall be computed from relevant portions of actual tickets and car rental agreements, or when not available/applicable, from advance purchase round trip 2nd class fair as quoted by a travel agent or at US federal government mileage rates.
b) All telephone expenses reimbursed including cell phone usage or appropriate portion of flat rate plan(s).
c) For on-gong agreements of more than two months, a computer depreciation and network access fee charge of $500/mo. (included in $1,000 minimum).
d) TCJ&A shall provide photocopies or electronic copies (pdf) of all travel receipts as part of invoices.
5. SUPPORT SERVICES. TCJ&A shall have the right to use normal office services while visiting at The Client’s offices including photocopying and telephone. The Client shall provide TCJ&A a quiet private office and desk during visits.
6. NEW TASK APPROVAL. TCJ&A and The Client recognize that TCJ&A’s Services will include working on various projects for The Client not listed above. TCJ&A shall obtain the approval of The Client prior to the commencement of a new Task involving more than three days of work.
7. TERM/TERMINATION. This Agreement shall terminate automatically upon completion by TCJ&A of the Services required by this Agreement or one year, whichever is first. The agreement may be terminated for convenience with ten calendar days notice by either party with no penalty, except payment of all outstanding fees and reimbursements for actual work incurred up to that point.
9. RELATIONSHIP OF PARTIES. It is understood by the parties that TCJ&A is an independent contractor with respect to The Client, and not an employee of The Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit except indemnification.
10. INDEMNIFICATION. The Client agrees to indemnify and hold TCJ&A harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against TCJ&A resulting from The Client’s projects TCJ&A provides services for.
11. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):
a) Consultant’s Intellectual Property. TCJ&A personally holds an interest in the Intellectual Property that is described in the attached Appendix B and the previous work referred to in Appendix A. It is not subject to this Agreement.
b) Development of Intellectual Property. Any improvements to Intellectual Property items listed in Appendix B, further inventions or improvements, and any new items of Intellectual Property discovered or developed by TCJ&A during the term of this Agreement shall be the property of The Client but only if they relate directly to the specific Tasks listed above.
c) Nondisclosure. TCJ&A agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information, as specified in Appendix C.
12. 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:
For The Client:
The Client
Attn
Street
Town
Tel:
Email:
For for TCJ&A:
TC Jacobson & Associates LLC
Attn: Thomas Jacobson
14912S Whitefish Lake Rd.
Gordon, Wisconsin 54838
Tel: +1 715 376 4332 (USA)
Tel: +33 2 98 80 18 94 (France)
Email: thomas@tcjnet.com
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.
13. 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.
14. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties. Additional Tasks or modifications or deletions to Tasks my be made via electronic mail if it includes a positive email acknowledgement between the parties.
15. 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.
16. 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.
17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Wisconsin, USA.
Party receiving Services:
The Client
By: _________________________
The Client
Party providing Services:
TC Jacobson & Associates LLC
By: _________________________
TC Jacobson & Associates
Appendix A
Qualifications of Thomas Jacobson
Appendix B
Previous Work Relating to _______________
Appendix C
Nondisclosure of Confidential Information
1. Purpose. The Client wishes TCJ&A to provide certain consulting services, and may disclose to TCJ&A certain confidential technical and business information which The Client desires TCJ&A to treat as confidential.
2. “Confidential Information” When information deemed to be proprietary is furnished in a tangible form, the disclosing party shall mark the information in a manner to indicate that it is considered proprietary or confidential or otherwise subject to limited distribution. When information is provided orally, the disclosing party shall within 48 hours of disclosure, clearly identify the information as being proprietary or confidential or otherwise subject to limited distribution. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files, email and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
1. Non-use and Non-disclosure. TCJ&A agrees not to use any Confidential Information for any purpose except in the course of providing consulting services.
2. Maintenance of Confidentiality. TCJ&A agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, TCJ&A shall take at least those measures that TCJ&A takes to protect its own most highly confidential information and shall have its employees who have access to Confidential Information sign a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. TCJ&A shall immediately notify The Client in the event of any unauthorized use or disclosure of the Confidential Information.
3. Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of TCJ&A shall be and remain the property of The Client and shall be promptly returned to The Client upon The Client’s request.
4. No License. Nothing in this Agreement is intended to grant any rights to TCJ&A under any patent or copyright of The Client, nor shall this Agreement grant TCJ&A any rights in or to Confidential Information except as expressly set forth herein.
5. Term. This Agreement shall survive for a period of three (3) years or until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of TCJ&A.
6. Remedies. TCJ&A agrees that any violation of this Agreement will cause irreparable injury to The Client, entitling The Client to obtain injunctive relief in addition to all legal remedies, except that any monetary damages shall be limited to refund of fees paid to TCJ&A for Services, or amounts gained directly through the use of said information by TCJ&A.