Download - Consulting Agreement (1)
-
7/24/2019 Consulting Agreement (1)
1/5
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
http://www.boldkiln.com/http://www.boldkiln.com/ -
7/24/2019 Consulting Agreement (1)
2/5
Template via bold kiln (www.boldkiln.com)
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
http://www.boldkiln.com/http://www.boldkiln.com/ -
7/24/2019 Consulting Agreement (1)
3/5
Template via bold kiln (www.boldkiln.com)
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
http://www.boldkiln.com/http://www.boldkiln.com/ -
7/24/2019 Consulting Agreement (1)
4/5
Template via bold kiln (www.boldkiln.com)
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
-
7/24/2019 Consulting Agreement (1)
5/5
Template via bold kiln (www.boldkiln.com)
'!*!$ 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"
http://www.boldkiln.com/http://www.boldkiln.com/