Consulting Agreement contemplating the sale of software services by a consultant. Consultant's compensation includes percentage of sales as well as a monthly stipend.
Contract for Consulting Services
This Consulting Contract is being entered into by INSERT LEGAL NAME OF SOFTWARE DEVELOPER, (hereinafter referred to as the “Client”) and INSERT LEGAL NAME OF CONSULTANT (hereafter referred to as the “Consultant”) (together the Client and Consultant hereafter referred to as the “Parties” or each as the “Party”) this INSERT DATE
This agreement is effective from INSERT EFFECTIVE DATE until INSERT TERMINATION DATE (hereinafter referred to as the “Term”).
WHEREAS the Client is a software developer who has built or will build existing software, which it wishes to market and sell licenses (hereinafter referred to as “Licensed Software”). Whereas the Client also provides proprietary software development services such as unique applications for businesses (hereinafter referred to as “Software Services”), (together Licensed Software and Software Services are hereinafter referred to as the “Software”)
WHEREAS the Consultant is a proprietor of a marketing services company and has significant experience in the arena of business development.
WHEREAS the Parties now wish to combine their collective skills to their mutual benefit and to the benefit of the world, the Parties hereto agree as follows:
1. Consultant Responsibilities: As set forth herein, for the duration of the Term the Consultant agrees to provide services of a "Software Development Sales Consultant", to the Client.
These services include:
a) Business development for Licensed Software.
i) Business development of customers of the Licensed Software.
ii) Cultivating of existing sales leads for customers for Licensed Software. Limited to a maximum of two (2) hours per week.
b) Business development for Software Services.
i) Develop business for the Software Services.
ii) Cultivating existing sales leads of the Software Services. Limited to a maximum two (2) hours per week.
iii) Serve as an interface between the Customer and the Client such that the Client can provide the proper Software Services to the Customer.
iv) Assist Client in creating proposals for potential and signed clients. Limited to two (2) hours per week for the Term.
v) Assist Client in generating marketing material. Limited to two (2) hours per week for the Term.
2. Payment Terms:
2.1 Base Compensation
The Client will pay the Consultant a monthly consulting fee of ___________Dollars 00/100 ($________.00) per month.
2.2 Sales Commission
a) In addition to the base compensation set forth above, the Client shall pay Consultant the following commissions (hereinafter referred to as "Sales Commission"):
(i) Where the Consultant generates a new Customer which leads to the purchasing of Software Services from the Client, the Consultant will receive Fifteen percent (15%) of all revenues billed from that Customer for the duration that Customer purchases Software Services from the Client;
(ii) Where the Consultant generates a new Customer which leads to the purchase of Software Licenses from the Client, the Consultant will receive Fifteen percent (15%) of all revenue billed from the Customer for the duration that Customer purchase Software Licenses from the Client;
(iii) Where the Consultant cultivates an existing Customer or sales lead of the Client (hereinafter referred to as “Existing Lead”), the Consultant will receive ten (10%) of all revenues billed from the lead or Customer for the duration that lead or Customer purchase Software from the Client, all Existing Leads are set forth in Exhibit A.
b) All Sales Commission payable to Employee pursuant to this section shall be paid to Consultant within thirty (30) days of the Client invoicing the appropriate Customer for such Software. All payment liabilities hereunder extend past the end of the Term if the Customer remains with the Client.
2.3 Billing and Audit Rights
In order to ensure that the Sales Commission is paid out properly, the Client shall share with the Consultant all agreements for revenue received under this agreement as well as all invoices made to Customers under this Agreement.
3. Independent Contractor Relationship: Consultant's relationship with Client will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state ,or any other employee payroll taxes. The Client warrants and guarantees that the Client’s software and/or services do not violate and law, codes or regulations, and that the same does not infringe upon any trademarks, patents, copyrights etc. throughout the world. To the fullest extent of the law the Client agrees to indemnify and hold harmless the client for any suit or claim against the Consultant which arises out of section 3 of this agreement.
4. Ownership of Work Product: Consultant agrees that all work product developed by it alone or in conjunction with others in connection with the performance of services pursuant to this Agreement is and shall be the sole property of Client, and Consultant shall retain no ownership, interest, or rights therein. Work product includes but is not limited to reports, graphics, memoranda, slogans, and tag lines.
5.1 Definition of Confidential Information: "CONFIDENTIAL INFORMATION" as used in this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, proprietary information, computer files, and client information related to the past, current, future, and proposed services of Client and includes, without limitation, Client property, and Client's information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, and marketing plans and information.
5.2 Nondisclosure and Nonuse Obligations: Consultant agrees to protect the confidentiality of all Confidential Information and, except as permitted in this section, Consultant shall neither use nor disclose the Confidential Information. Consultant may use the Confidential Information solely to perform consulting services under this Agreement for the benefit of Client.
5.3 Exclusion from Nondisclosure and Nonuse Obligations: Consultant's obligations under Section 5.2 ("NONDISCLOSURE AND NONUSE OBLIGATIONS") with respect to any portion of the Confidential Information shall not apply to any such portion that Consultant can demonstrate (a) was in the public domain at or subsequent to the time such portion was communicated to Consultant by Client; (b) was rightfully in Consultant's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Consultant by Client; or (c) was developed by Consultant independently of and without reference to any information communicated to Consultant by Client. A disclosure of Confidential Information by Consultant, either (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Agreement, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Consultant shall provide prompt written notice thereof to Client to enable Client to seek a protective order or otherwise prevent such disclosure.
6. General Provisions
6.1 Governing Law: This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of New York. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the state courts of New York, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such state courts located in New York, such personal jurisdiction shall be nonexclusive.
6.2 Severability: If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.3 Injunctive Relief for Breach: Consultant agrees that its obligations under this Agreement are of a unique character that gives them particular value; Consultant's breach of any of such obligations will result in irreparable and continuing damage to Client for which there will be no adequate remedy at law; and, in the event of such breach, Client will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper, including monetary damages if appropriate.
INSERT NAME, Title, Company
INSERT NAME, Title, Company
- Name of Entity and Address