consulting agreement (1)

7/24/2019 Consulting Agreement (1)

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Template via bold kiln (www.boldkiln.com)

Consulting Agreement

Effective Date(Effective Date), Consultant Name(Consultant) and Company(Company), aDelaware corporation, agree (this Agreement) as follows

!" Services and Payment.Consultant agrees to underta#e and complete the $ervices (as defined in

E%hi&it A) in accordance with and on the schedule specified in E%hi&it A" As the only consideration due

Consultant regarding the su&'ect matter of this Agreement, Company will pay Consultant in accordance

with E%hi&it A"

" Ownership; ights; Proprietary !n"ormation; Publicity.

"!" Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights,mas# wor# rights, trademar# rights, sui generisdata&ase rights and all other rights of any sort throughout

the world) relating to any and all inventions (whether or not patenta&le), wor#s of authorship, mas# wor#s,

designations, designs, #nowhow, ideas and information made or conceived or reduced to practice, in

whole or in part, &y Consultant in connection with $ervices or any *roprietary +nformation (as defined

&elow) (collectively, +nventions) and Consultant will promptly disclose and provide all +nventions to

Company" All +nventions are wor#s made for hire to the e%tent allowed &y law" +n addition, if any +nvention

does not ualify as a wor# made for hire, Consultant here&y ma#es all assignments necessary to

accomplish the foregoing ownership" Consultant shall further assist Company, at Company-s e%pense, to

further evidence, record and perfect such assignments, and to perfect, o&tain, maintain, enforce, and

defend any rights assigned" Consultant here&y irrevoca&ly designates and appoints Company and its

agents as attorneys.in.fact to act for and in Consultant-s &ehalf to e%ecute and file any document and to

do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if

e%ecuted &y Consultant"

"" Consultant agrees that all +nventions and all other &usiness, technical and financial information

(including, without limitation, the identity of and information relating to customers or employees)

Consultant develops, learns or o&tains in connection with $ervices or that are received &y or for Company

in confidence, constitute *roprietary +nformation" Consultant will hold in confidence and not disclose or,

e%cept in performing the $ervices, use any *roprietary +nformation" /owever, Consultant shall not &eo&ligated under this paragraph with respect to information Consultant can document is or &ecomes

readily pu&licly availa&le without restriction through no fault of Consultant" 0pon termination and as

otherwise reuested &y Company, Consultant will promptly return to Company all items and copies

containing or em&odying *roprietary +nformation, e%cept that Consultant may #eep its personal copies of

its compensation records and this Agreement" Consultant also recogni1es and agrees that Consultant has

no e%pectation of privacy with respect to Company-s telecommunications, networ#ing or information
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processing systems (including, without limitation, stored computer files, email messages and voice

messages) and that Consultant-s activity, and any files or messages, on or using any of those systems

may &e monitored at any time without notice"Consultant further agrees that any property situated on the

Company-s premises and owned, leased or otherwise possessed &y the Company, including computers,

computer files, email, voicemail, storage media, filing ca&inets or other wor# areas, is su&'ect to

inspection &y Company personnel at any time with or without notice"

"2" As additional protection for *roprietary +nformation, Consultant agrees that during the period over

which it is (or is supposed to &e) providing $ervices (i) and for one year thereafter, Consultant will not

encourage or solicit any employee or consultant of Company to leave Company for any reason, and (ii)

Consultant will not engage in any activity that is in any way competitive with the &usiness or demonstra&ly

anticipated &usiness of Company, and Consultant will not assist any other person or organi1ation in

competing or in preparing to compete with any &usiness or demonstra&ly anticipated &usiness of

Company"

"3" To the e%tent allowed &y law, $ection "! and any license to Company hereunder includes all rights of

paternity, integrity, disclosure and withdrawal and any other rights that may &e #nown as or referred to as

moral rights, artist-s rights, droit moral, or the li#e" 4urthermore, Consultant agrees that

notwithstanding any rights of pu&licity, privacy or otherwise (whether or not statutory) anywhere in the

world and without any further compensation, Company may and is here&y authori1ed to use Consultant-s

name in connection with promotion of its &usiness, products and services and to allow others to do so.To

the e%tent any of the foregoing is ineffective under applica&le law, Consultant here&y provides any and all

ratifications and consents necessary to accomplish the purposes of the foregoing to the e%tent possi&le"

Consultant will confirm any such ratifications and consents from time to time as reuested &y Company"

"5" +f any part of the $ervices or +nventions is &ased on, incorporates, or is an improvement or derivative

of, or cannot &e reasona&ly and fully made, used, reproduced, distri&uted or otherwise e%ploited without

using or violating technology or intellectual property rights owned or licensed &y Consultant and not

assigned hereunder, Consultant here&y grants Company and its successors a perpetual, irrevoca&le,

worldwide royaltyfree, none%clusive, su&licensa&le right and license to e%ploit and e%ercise all such

technology and intellectual property rights in support of Company-s e%ercise or e%ploitation of the

$ervices, +nventions, other wor# performed hereunder, or any assigned rights (including any

modifications, improvements and derivatives of any of them)"

2" #arranty.Consultant warrants that (i) the $ervices will &e performed in a professional and

wor#manli#e manner and that none of such $ervices or any part of this Agreement is or will &e

inconsistent with any o&ligation Consultant may have to others6 (ii) all wor# under this Agreement shall &e

Consultant-s original wor# and none of the $ervices or +nventions or any development, use, production,

distri&ution or e%ploitation thereof will infringe, misappropriate or violate any intellectual property or other

right of any person or entity (including, without limitation, Consultant)6 (iii) Consultant has the full right to

provide the Company with the assignments and rights provided for herein6 (iv) Consultant shall comply


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with all applica&le laws and Company safety rules in the course of performing the $ervices and (v) if

Consultant-s wor# reuires a license, Consultant has o&tained that license and the license is in full force

and effect"

3" $ermination. +f either party materially &reaches a material provision of this Agreement, the other party

may terminate this Agreement upon five (5) days written notice unless the &reach is cured within the

notice period" Company also may terminate this Agreement at any time, with or without cause, upon ten

(!7) days- notice, &ut, if (and only if) without cause, Company shall upon termination pay Consultant all

unpaid and undisputed amounts due for $ervices completed prior to notice of termination" $ections

(su&'ect to the limitations on $ection "2 stated therein) through 8 of this Agreement and any remedies for

&reach of this Agreement shall survive any termination or e%piration" Company may communicate such

o&ligations to any other (or potential) client or employer of Consultant"

5" elationship o" the Parties. 9otwithstanding any provision hereof, for all purposes of this Agreement

each party shall &e and act as an independent contractor and not a partner, 'oint venturer, or agent of the

other and shall not &ind nor attempt to &ind the other to any contract" Consultant is an independent

contractor and is solely responsi&le for all ta%es, withholdings, and other statutory or contractual

o&ligations of any sort, including, &ut not limited to, wor#ers- compensation insurance" Consultant agrees

to indemnify, defend and save Company harmless from any and all claims and threatened claims &y any

third party, including employees of either party, arising out of, under or in connection with

5"!" The death or &odily in'ury of any third party, including any agent, employee, customer, &usiness

invitee or &usiness visitor of Company &ut only to the e%tent caused or contri&uted to &y Consultant, or

the damage, loss or destruction of any tangi&le personal or real property &ut only to the e%tent caused or

contri&uted to &y the Consultant6 or

5"" An act or omission of Consultant in its capacity as an employer of a person and arising out of or

relating to (i) federal, state or other laws or regulations for the protection of persons who are mem&ers of

a protected class or category or persons, (ii) se%ual discrimination or harassment, (iii) wor# related in'ury

or death, (iv) accrued employees &enefits and (v) any other aspect of the employment or contractual

relationship or its termination (including claims for &reach of an e%press or implied contract of

employment) and which, with respect to each of the clauses (i) through (v) arose when the person

asserting the claim, demand, charge, action or other proceeding was or purported to &e an employee or

independent contractor of Consultant"

:" Assignment. This Agreement and the services contemplated hereunder are personal to Consultant

and Consultant shall not have the right or a&ility to assign, transfer, or su&contract any o&ligations under

this Agreement without the written consent of Company" Any attempt to do so shall &e void"

;" %otice.All notices under this Agreement shall &e in writing, and shall &e deemed given when

personally delivered, sent &y confirmed telecopy or other electronic means, or three (2) days after &eing


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sent &y prepaid certified or registered mail to the address of the party to &e noticed as set forth herein or

such other address as such party last provided to the other &y written notice"

8" &iscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any

period shall not &e construed as a waiver of such rights" 9o changes or modifications or waivers to this

Agreement will &e effective unless in writing and signed &y &oth parties" +n the event that any provision of

this Agreement shall &e determined to &e illegal or unenforcea&le, that provision will &e limited or

eliminated to the minimum e%tent necessary so that this Agreement shall otherwise remain in full force

and effect and enforcea&le" This Agreement shall &e governed &y and construed in accordance with the

laws of the state of 9ew


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'!*!$ A

Services + ,ees

Services-

Add description of services

$erm- =If the services are for a fixed term, state the term here; alternatively, if no fixed term is stated,

insert the following, The term will continue until the Services are completed or the Agreement is

terminated under Section 4, whichever occurs first.>

Terms

,ees- =!hoose among different options "elow>

Hourly or Monthlyfee of +9? Fee Rate

E%clusive of travel time6 paya&lesemi-monthly in arrears 27 days after receipt of itemi1ed invoice, with

a cap of +9? Cap Amountin the aggregate"

4lat fee of +9? Flat Fee Amount

*aya&le 30days after timely completion of the following milestones prior to termination

@ptions for purchase of Number of Sharesshares of the Company-s common stoc# representing

Onership !er"ent of the Company-s common stoc# on a fully diluted &asis as of the date hereof"

$toc# options shall &e su&'ect to approval &y the Company-s Board of Directors, and su&'ect to the terms

of the Company-s #ear$toc# *lan and in accordance with an accompanying stoc# option agreement"

'pense reimbursement

imited to reuired, reasona&le telephone e%penses, coach class (or euivalent) transportation, lodgingand meals that have &een authori1ed in writing &y Company in advance6 paya&le 27 days after receipt of

itemi1ed invoice"

consulting agreement (1)

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