Standard (Sample) Consulting Agreement Template Page 2

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4. Billing. CONSULTANT SHALL INVOICE client on a weekly basis, providing a listing of labor terms and
expenses. Payment on invoices so provided shall be due within 30 days from the invoice date. Other
arrangements may be made on a case by case basis and shall be written into the statement of work
defined in Schedule A.
5. Confidential Information. Confidential information of any nature that either party acquires regarding
any aspect of the other party’s business shall be treated in strictest confidence. Information so obtained
shall not be divulged, furnished or made accessible to third parties without the written permission of the
other party to this Agreement. Both parties retain the right to do business with third parties in matters that
maybe competitive with the interests of the other party to this agreement. However, the confidentiality
constraints above shall be binding and precedence over these business matters. Upon termination of
the Agreement, the terms of this paragraph shall remain in effect for five (5) years.
6. Ownership of Intellectual Property.
(a). CONSULTANT shall retain ownership of all generic notebooks, notes, drawings and similar materials,
including computer generated documents created by CONSULTANT in the performance of Services
under this Agreement. CLIENT shall retain ownership of all CLIENT-specific notebooks, notes, drawings
and similar materials, including computer generated documents created by CONSULTANT in the
performance of Services under this Agreement. All conditions of confidentiality of these documents shall
be in effect as defined elsewhere in this Agreement.
(b). CLIENT shall be responsible for verifying any property rights of other parties prior to the use of any
work product provided under this Agreement.
( c). CLIENT acknowledges that the use of any design, advice, drawing or other service provided by
CONSULTANT, its employees and agents does not relieve the CLIENT’S responsibility to execute
sufficient judgment to ensure that any resulting product or information is suitable for use in CLIENT’S
business.
7. Term and Termination.
(a). Unless terminated at an earlier date in accordance with Section 7(b,) this Agreement shall
commence as of the date first written above and shall continue until (date) __________________.
(b). This Agreement may not be terminated except if notice is given by either party with 60 days’ notice. In
the case where the CLIENT wishes to terminate this Agreement prior to its completion, the
CONSULTANT shall be entitled to receive all fees and expenses incurred up to the date of termination in
accordance with the billing procedures set forth in Section 4 from the CLIENT.
8. Indemnification. CLIENT agrees to indemnify, defend and hold harmless CONSULTANT against any
and all loss, liability, expense and costs (including attorney’s fees, judgments, fines, penalties, interest
and amounts paid in settlement) actually and reasonably incurred by CONSULTANT in connection with
any threatened, pending, completed or future action, suit or proceeding to which CONSULTANT is, or is
threatened to be, made a party arising from or related to Services that have been provided hereunder.
The terms of this Section 8 are non-revocable and shall survive the termination of this Agreement.

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