CONSULTING AGREEMENT
This Consulting
Agreement ("Agreement"), made and entered into this ___[day] of
__________ [month], 20__, by and between
______________________________ (the "Company"), and Charter Oak
Systems LLC (the "Consultant"),
WITNESSETH
WHEREAS, the
Company wishes to receive consulting services from Consultant from
time to time and Consultant is willing to provide such consulting
services, and Company and Consultant wish to enter into this
Agreement to set forth the terms and conditions on which services
will be provided.
NOW, THEREFORE, the
Company and Consultant hereby mutually covenant and agree as
follows:
1.
Engagement of
Consultant. The
Company hereby retains consultant, and Consultant hereby accepts
such retainment, as a general advisor and consultant to the Company
for the compensation and on the terms and conditions hereinafter
expressed. Consultant shall perform such consulting duties as are
reasonably assigned to him by the Company in regard to the business
of the Company and its Subsidiaries ("Services"). Services will
include Consultant's advice, counsel and assistance to be furnished
at the reasonable request of the Company from time to time in
connection with (i) maintaining contract volume on existing
contracts with customers, (ii) making introductions with new
potential customers and maintaining relations with ongoing
customers, (iii) making introductions with, and maintaining
relations with, key local and state persons having any relationship
to the Company and its operations, and (iv) other general matters
related to the conduct of the Company's business. The Services
shall also include: (i) finding and evaluating potential business
acquisitions, (ii) evaluation of the Company's internal research
and development organizations and programs, (iii) recommendations
as to new areas of technology in which the Company may engage, and
(iv) general advisor in the field of Consultant's expertise.
Services to be performed by Consultant hereunder shall, however, be
subject to the following limitations: (i) in the event that
Consultant has not received at least fourteen days' prior notice of
the date upon which Services will be required hereunder, Services
to be performed by Consultant shall not require more than [number]%
of Consultant's time, and (ii) in the event that Consultant has
received at least fourteen days' prior notice of the date upon
which Services will be required hereunder, Services to be performed
by Consultant may require up to [number]% of Consultant's
time.
2.
Consultant's
Duties. Consultant
will make himself available for general consultation at all
reasonable times by telephone or correspondence, and will be
available at the Company's premises for up to [x number] days per
month on mutually-agreed dates. The Company agrees to give
Consultant reasonable notice of what Services it desires and when
it desires them to be performed. In that connection, the Company
and Consultant agree to cooperate in resolving any scheduling
problems that may arise with respect to Consultant being available
at the times requested.
3.
Compensation for
Services. The
Company agrees to pay to Consultant the following fees
(collectively, the "Fee"):
(a) On the last day
of each month falling within the Term, [$amount],
and
(b) For each hour
(including fractions thereof) of services rendered in excess of [x
number] hours during such month the sum of $ per hour (prorated for
fractional hours). The amounts payable under this Subsection shall
be payable on or before the tenth day after receipt by the Company
of a statement from Consultant setting forth the amounts then
owing. The parties understand that billing will not be more
frequent than once a month.
In addition to the
Fee, the Company shall reimburse Consultant for all valid out-of-
pocket expenses approved by the Company, which shall be reimbursed
to Consultant.
4.
Term. The term of this Agreement (the "Term")
shall begin on the date of this Agreement and expire on [date],
20__; provided that it may be extended by mutual agreement in
writing for additional one-year terms and may be terminated during
the Term as provided in Section 6 hereof.
5.
Duties of Consultant Relating to
Consulting Services.
Consultant shall at all times be acting and performing
hereunder as an independent contractor. In connection with the
performance by Consultant of Services, the Company shall not have
or exercise any control or direction over the Services performed by
Consultant, and will not in any way supervise or control his
activities. Consultant shall perform all of the Services herein
provided for relying on his own experience, knowledge, judgment and
techniques. Consultant shall not, in the performance of his duties,
be managed or advised concerning the same by the Company.
Consultant will not be acting as the employee, agent, partner,
servant or representative of the Company, and Consultant will not
have any authority to bind the Company or any subsidiary of the
Company in any manner.
6.
Termination of
Agreement.
Notwithstanding that the Term shall not have been completed, the
Company may terminate this Agreement (a) upon the death of
Consultant, (b) if Consultant should be incapacitated by illness or
any other matter from performing his duties hereunder for a
continuous period of sixty days, or (c) for cause by delivery by
the Company to Consultant of notice specifying such cause. If this
Agreement is terminated, the Company shall only be obligated to
make payments of Fee due on a pro rata basis to the date of
termination.
7.
Confidential
Information.
Consultant agrees that, during the Term and at all times after the
termination of this Agreement for whatever reason, he will treat as
confidential and maintain in confidence all information relating to
the business of the Company, including without limitation the
identity of the customers and suppliers of the Company, the
Company's arrangements with such suppliers and customers, and
technical data relating to the Company's products and services. In
addition, Consultant agrees that, without the prior written
approval of the Company, he will not disclose any such information
at any time to any person, corporation, association or other entity
except authorized personnel of the Company or a subsidiary of the
Company. Upon the termination of this Agreement for any reason,
Consultant will not take or retain from the premises of the Company
or any subsidiary of the Company any records, files or other
documents, or copies thereof, relating in any way to the business
operations of the Company or any subsidiary of the Company. It is
expressly agreed that the remedy at law for breach of the
agreements set forth in this Section is inadequate and that
the Company shall, in addition to any other available remedies
(including, without limitation, the right of offset), be entitled
to injunctive relief to prevent the breach or threatened breach
thereof.
8.
Inventions and
Patents. Consultant
agrees that:
(a) He will
disclose to the Company promptly and fully any and all inventions,
improvements, discoveries, techniques and processes (herein
referred to collectively as "Inventions"), whether patentable or
not, conceived, discovered or invented during the Term or within [x
number] months thereafter, whether conceived, discovered or
invented solely by Consultant or jointly with others and whether
conceived, discovered or invented during regular working hours or
on the premises of the Company or otherwise, or resulting from or
suggested by any work which Consultant may do for the Company. Such
Inventions shall be and remain the sole and exclusive property of
the Company and Consultant shall not be entitled to any payment
therefor.
(b) Consultant will
keep and maintain adequate and current written records of all such
Inventions at all stages of development thereof, in the form of
notes, sketches, drawings and reports relating thereto, which
records shall be and remain the property of and be available to the
Company at all times.
(c) Consultant
will, upon request, promptly make, execute and deliver to the
Company any and all assignments in writing which may be deemed by
the Company proper, necessary or desirable to transfer to the
Company or any subsidiary of the Company the entire right, title
and interest, domestic and/or foreign, in and to any and all of the
Inventions and in and to any and all applications for Letters
Patent which may be filed therefor, and in and to all Letters
Patent which may issue on such applications.
(d) Without
limiting the generality of the foregoing, Consultant will make,
execute and deliver all documents, instruments and papers requested
by the Company for use in applying for, obtaining and maintaining
such patents for the Inventions as the Company may desire to
obtain, and make all rightful oaths, and testify in all legal
proceedings, involving such patents and the
Inventions.
9.
Assignability. The Company shall have the right to
assign this Agreement to any subsidiary of the Company and all
covenants and agreements hereunder shall inure to the benefit of
and be enforceable by or against said assigns. The rights, benefits
and obligations of Consultant under this Agreement are personal to
him, and no such rights, benefits or obligations shall be subject
to voluntary or involuntary alienation, assignment or
transfer.
10.
Governing Law; Consent to
Jurisdiction. This
Agreement shall be deemed to have been made under, and shall be
construed and interpreted in accordance with, the laws of the State
of [state], excluding any conflicts-of-law rule or law which might
refer such construction and interpretation to the laws of another
state, republic or country. The parties hereby submit to the
jurisdiction of the state and federal courts in, [state] and waive
any right to which they might be entitled to submit any dispute
hereunder to the courts of another state, republic or
country.
11.
Modifications;
Waiver. This
Agreement shall not be amended or modified except by written
instrument executed by the Company and Consultant. The failure of
the Company or Consultant to insist upon strict performance of any
provision hereof shall not constitute a waiver of, or estoppel
against asserting, the right to require such performance in the
future, nor shall a waiver or estoppel in any one instance
constitute a waiver or estoppel with respect to a later breach of a
similar nature or otherwise.
12.
Remedies. The remedies accorded to the parties by
this Agreement are in addition to, and not in lieu of, all other
remedies to which the parties may be entitled at law or in
equity.
13.
Inconsistent
Obligations.
Consultant represents and warrants that, at the date of this
Agreement, he has no obligations that are inconsistent with those
of this Agreement.
14.
Sole
Agreement. All
prior negotiations and agreements between the parties hereto
relating to the transactions, employment and services contemplated
hereby are superseded by this Agreement, and there are no
representations, warranties, understandings or agreements with
respect to such transactions, employment or services other than
those expressly set forth herein.
15.
Severability
. If any of the terms or conditions of this Agreement are
held by any court of competent jurisdiction to be unenforceable or
invalid, such unenforceability or invalidity shall not render
unenforceable or invalid the entire Agreement. Instead, this
Agreement shall be construed as if it did not contain the
particular provision or provisions held to be unenforceable or
invalid, the rights and obligations of the parties shall be
construed and enforced accordingly, and this Agreement shall
thereupon remain in frill force and effect.
IN WITNESS WHEREOF,
the Company and Consultant have executed this Agreement as of the
day and year first above written.
Consultant
__________________________________
[Name of Company]
By:
Its: Duly Authorized
Representative
