1099 Versus W2

 

CONSULTING AGREEMENT

 

This Agreement is made as of {date} (the Agreement Date ), by and between {company name}and {my name}( Consultant ) respecting the provision of consulting services to the Company by Consultant. The terms of this Agreement are as follows:

 

1. Specific Services and Fees. The specific services Con sultant will perform for the Company (the Services ), and the fees and any expense reimbursement to which Consultant will be entitled for doing so, are set forth in attached Schedule A, as it might be supplemented by the parties from time to time. The Com pany will not be required to pay Consultant any fees or expense reimbursement except as expressly provided for in this Agreement or Schedule A thereto. If the parties have agreed that Consultant shall assign specific individuals to perform the Services, this shall be indicated in Schedule A.

 

2. Term and Termination of Agreement.

 

(a) This Agreement becomes effective as of the Agreement Date, and will remain in effect until it ceases to be applicable to the parties.

 

(b) A Service Period is established for purposes of this Agreement. It commences as of the Agreement Date and will remain in effect until the completion date under the Performance Schedule included in Schedule A or, if there is no such completion date or the Company agrees to extend the time for performance, until the Services are fully performed, unless the Service Period is sooner terminated pursuant to the following paragraph.

 

(c) The Company in its sole discretion may terminate the Service Period at any time without further liability by written notice that is effective at any stated time on or after its receipt. In such case, Consultant will be entitled to receive payment using the applicable hourly or other rate for work per formed prior to the effective date of that notice.

 

(d) Consultant may not terminate the Service Period unless the Company breaches a material obligation to Consultant and fails to remedy the breach within 30 calendar days after receipt of a notice that specifies the nature of the breach.

 

3. Conflicts of Interest. Consultant will disclose promptly to the Company existing or potential conflicts of interests of which Consultant becomes aware during the Service Period arising from any Services performed by Consultant and any services being performed by Consultant for others.

 

4. Confidential Information. Consultant might have access to confidential information respecting the Company's business, technical, administrative, financial, or marketing activities ( Confidential Information ). Consultant agrees that it will keep Confidential Information confidential and not disclose it to others, including (i) employees of the Company, except as auth orized by the Company, and (ii) its own employees, except those whose access to the Confidential Information is reasonably neces sary for Consultant's performance hereunder and who sign a non-disclosure agreement in the form of attached Exhibit A. Con sultant further agrees that all Confidential Information is the exclusive property of the Company; that Confidential Information may be used only to fulfill Consultant's obligations under this Agreement; and that, upon termination of the Service Period, Con sultant will return to the Company all documents and other mater ials that contain Confidential Information.

 

5. Ownership of Work Product and Intellectual Property Rights. The Company shall own all work products prepared by Con sultant in rendering performance under this Agreement, and all intellectual property rights, such as copyrights and trade-secrets' rights, related to those work products, and Consultant shall not offer any such work product, or deliver any material that constitutes any such work product, to others. Consultant agrees that it will produce only original material in performing services for the Company and will not copy any materials created by or for others; that all works of authorship so created by Con sultant are specially commissioned by the Company as contributions to collective works as works made for hire; and that the Company shall have all right, title and interest to all copyright rights in such works. Consultant hereby assigns all such rights, includ ing copyrights and any moral rights, to the Company. At the Com pany's expense, Consultant shall take whatever steps, and furnish whatever specific instruments and assurances, the Company requests from time to time to confirm or perfect the Company's ownership rights.

 

6. Correction of Deficiencies. Consultant will correct, promptly and without additional charge, any deficiencies in mater ials it prepares in performing Services of which Consultant learns within one year after delivery of these materials to the Company. For this purpose, a deficiency is either a deviation from ap plicable specifications or a failure to observe good professional practice for the particular work involved.

 

7. Independent Contractor Status. Consultant shall be deemed an independent contractor, and not an employee, agent or partner of, or joint venturer with, the Company. Accordingly, neither Consultant, nor any employee of Consultant, is entitled to any fringe benefits available to employees of the Company.

 

8. Covenant Not to Compete. Consultant agrees that during the term of this Agreement and for one year thereafter he will not, either solely or jointly with, or as manager or agent for, any person, corporation, trust, joint venture, partnership, or other business entity, directly or indirectly, solicit or accept any customers or accounts that were customers or accounts (or legal successors to customers or accounts) of the Company during any time that Consultant was rendering services to Company nor will he accept any employment offered by any of the customers for which Consultant has been directly or indirectly responsible during the term of this Agreement and for one year thereafter, regardless of any change of ownership or affiliation of such cus tomer.

 

9. Notices. All notices provided for in this Agreement will be in writing and addressed to the particular party at the respec tive address set forth above in this Agreement, or to such other address as may be designated by that party by notice.

 

10. Assignment. This Agreement is binding upon, and inures to the benefit of, the Company and Consultant and their respective heirs, legal representatives, successors and permitted assigns. Neither party may assign this Agreement or any interest herein without the express written consent of the other, except that the Company may assign this Agreement to any business organization into which, or with which, it is merged or consolidated or which acquires all or substantially all of its assets.

 

11. Governing Law. This Agreement shall be governed by the laws of the { name of state }.

 

12. Entire Agreement. This Agreement contains the entire understanding of the parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements, representa tions and understandings of the parties. No modification or amendment of this Agreement shall be effective unless made in a writing signed by both parties. No waiver of any provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

 

Company name My Name____________________

(Company) (Consultant)

 

By:_______________________________ By:____________________________________

Title: _____________________________ Tax ID #:_______________________________

 

 

SCHEDULE A

 

Services, Fees, and Expense Reimbursement

 

Nature of Services to be Performed:

 

The consultant will perform { job description}. The work will be preformed at {company name} offices located at {address}.

 

Compensation Payable to Consultant:

 

Billable rate to { company name } is {rate} per hour, to be billed monthly (calendar month), paid net-30 by {company name}.

 

Expenses That Are Reimbursable:

 

Only expenses specifically requested by the client or { company name } and approved by the client or {company name} by email prior to incurring the expenses.

 

Instructions for Marking Materials:

 

N/A

 

Individuals to be Assigned by Consultant:

 

N/A

 

Performance Schedule:

 

This project is expected to begin on or about { date } and last 6 months in duration. This agreement may be extended by agreement of all parties.

 

{Company Name} { my name } ________________

(Company) (Consultant)

 

By:______________________________ By:_____________________________

Date of this Schedule A:__________________________________________

 

 

EXHIBIT A

 

TO: {Company Name}

 

RE: Disclosure of Information and Ownership of Work Product

 

To Whom It May Concern:

 

This letter confirms my understanding and agreement that the information respecting the Company's technical, business, admini strative, financial, or marketing activities which I learn in connection with performing certain services on your behalf consti tute proprietary and confidential information. Accordingly, I agree as follows:

 

1. I will treat all such information as confidential. I will use such information only for the purposes for which my employer or I have been retained, and not otherwise for the benefit of myself or any other person.

 

2. I will not transfer or disclose any such information to any person or entity, other than (a) your employees who are autho rized to receive such information or (b) other individuals who have signed an agreement in substantially this form.

 

3. I will make no copies or counterparts of any such infor mation, except as required to perform the services for which my employer or I have been retained. Upon completion of those servi ces, all such materials and any copies thereof shall be destroyed or, on your request, delivered to you. Return of such materials or termination of my work for the Company or my employer shall not relieve me of any obligation of confidentiality contained herein respecting such information.

 

However, the restrictions in paragraphs 1-3 above shall not apply to any information that is or becomes publicly known without my fault or the fault of my co-workers or employer; that is already known to me or my employer, as evidenced by written records presently available for your inspection; or that is learned from sources with a legal right to disclose that informa tion without restricting further use and disclosure.

 

4. I will produce only original material in performing ser vices for the Company. Except as agreed to in writing, the Com pany will own all work products I prepare on its behalf, and all intellectual property rights (such as copyrights and trade secrets' rights) related to those work products. I hereby assign the Company all such rights and agree to take whatever steps are requested of me by the Company or my employer (at their expense) to confirm or perfect such ownership by the Company.

 

Date: _________________________________ _________________________________