To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items.
Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights. Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company.
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties.
Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
This Agreement shall be governed by and construed in accordance with the internal laws and not the laws of conflicts of the State of [ governing law ]. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties.
Exhibit To further motivate the Consultant to continue performing such services, the Company hereby offers the Consultant equity compensation upon the terms and subject to the conditions set forth below;. NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, it is agreed as follows:.
Blue Sphere hereby contracts for the services of Consultant and Consultant agrees to perform such duties and responsibilities to render advice and consulting on a as available basis as may be requested by the Company from time to time during the term of this Agreement in connection with the Company's business throughout Africa and worldwide. Said consulting services shall include, but not be limited to general business services.
The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of [Your country, city or state]. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of [Your country, city or state]. Be sure to include Name, Company, Signature, and Date.
Other identifying information can be included as well, but these are the essentials. By their signatures below, the parties hereby understand and agree to all terms and conditions of this Agreement. Your contract is a limited protection should legal action be required, but the reality is that legal action will rarely happen. It is always a last resort that both parties will want to avoid.
This means that a contract is best used as a resource for establishing expectations with a client AND a reference you can refer the client to when they inevitably forget those expectations. Most independent consultants and contractors significantly underestimate how much needs to be covered in a consulting contract: What happens if the client wants to add additional work mid project?
What happens if the client decides they want to pull out? Should you distinguish between one-time setup services and ongoing services in your contract? The Services. Both types of services are detailed below: As part of the setup services, the company will: [What you be doing for them].
This will be done by: Setup process six goes here; Setup process one goes here; Setup process two goes here; Setup process three goes here; Setup process four goes here; Setup process five goes here; Setup process six goes here; As part of the monthly ongoing management services, the company will: [What you will be doing for them].
This will be done by: Management process one goes here; Management process two goes here; Management process three goes here; Management process four goes here; Management process fice goes here. List All Required Contributions By The Client Have you ever been stuck waiting on a client to send you information or materials that you need in order to complete your service for them?
Client Requirements. Client agrees to the following terms for delivery and review of materials. Client requirement one. Eg provide required intake info requested through survey. Client requirement two goes here. Client requirement three goes here. Spell out full compensation and payment terms in exhaustive detail within your contract. Compensation and Payment. XX] in setup fees. Set up, as outlined in Section 1A, can take varying lengths of time, but will usually take around 30 days.
XX] per month for ongoing management. XX] will be due every 30 days and will be automatically deducted from your payment method on file each month.
The following provision applies to the authorization of repeated credit or debit card authorizations, only: Right to cancel: The Client has the right to cancel this contract until midnight of the third 3rd business day after it is signed and executed. All these details should be covered in your consulting contract. Establish Ownership Rights For Created Materials Most clients understand the nature of a consulting relationship, but you should never make assumptions.
Ownership of Materials. Establish Ownership Rights For Information Proprietary and sensitive information will often be shared by both parties during a consulting engagement. Proprietary Information and Use of Materials. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party.
The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
Client grants The Company a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement.
Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement.
In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request s.
Portfolio Release. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may agree in writing to such limitation.
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