This is basic NDA shall be void in one week from the day signed.
Adil Creative Services, LLC DBA Nevada IT Solutions CONSULTING
This Consulting Agreement (the “Agreement”) is made as of July 07, 2016, by and
between Nevada IT Solutions, a Nevada corporation (the “Company”), and full name
1. Consulting Relationship. During the term of this Agreement, Consultant will
provide consulting services to the Company as described on Exhibit A hereto (the
“Services”). Consultant represents that Consultant is duly licensed (as applicable)
and has the qualifications, the experience and the ability to properly perform the
Services. Consultant shall use Consultant’s best efforts to perform the Services
such that the results are satisfactory to the Company. Consultant shall devote at
least 5 hours per week to performance of the Services.
2. Fees. As consideration for the Services to be provided by Consultant and other
obligations, the Company shall pay to Consultant the amounts specified in Exhibit
B hereto at the times specified therein. Consultant will be paid when the client’s
company pays the company accordantly. The company is not liable to pay
consultant if the company’s client does not pay.
3. Expenses. Consultant shall not be authorized to incur on behalf of the Company
any expenses and will be responsible for all expenses incurred while performing
unless otherwise agreed to by the Company’s CEO Adil Harchaoui, which consent
shall be evidenced in writing for any expenses .As a condition to receipt of
reimbursement, Consultant shall be required to submit to the Company reasonable
evidence that the amount involved was both reasonable and necessary to the
Services provided under this Agreement.
4. Term and Termination. Notwithstanding the above, either party may terminate
this Agreement at any time upon 5 business days’ written notice. In the event of
such termination, Consultant shall be paid for any portion of the Services that have
been performed prior to the termination.
Should either party default in the performance of this Agreement or materially
breach any of its obligations under this Agreement, including but not limited
to Consultant’s obligations under the Confidential Information and Invention
Assignment Agreement between the Company and Consultant referenced below,
the non-breaching party may terminate this Agreement immediately if the
breaching party fails to cure the breach within 14 business days after having
received written notice by the non-breaching party of the breach or default.
5. Independent Contractor. Consultant’s relationship with the Company will be
that of an independent contractor and not that of an employee.
6. Method of Provision of Services. Consultant shall be solely responsible for
determining the method, details and means of performing the Services. Consultant
may, at Consultant’s own expense, employ or engage the services of such
employees, subcontractors, partners or agents, as Consultant deems necessary
to perform the Services (collectively, the “Assistants”). The Assistants are not
and shall not be employees of the Company, and Consultant shall be wholly
responsible for the professional performance of the Services by the Assistants
such that the results are satisfactory to the Company. Consultant shall expressly
advise the Assistants of the terms of this Agreement, and shall require each
Assistant to execute and deliver to the Company a Confidential Information
and Invention Assignment Agreement substantially in the form attached to this
Agreement as Exhibit D hereto (the “Confidentiality Agreement”).
a. No Authority to Bind Company. Consultant acknowledges and agrees
that Consultant and its Assistants have no authority to enter into contracts
that bind the Company or create obligations on the part of the Company
without the prior written authorization of the Company.
b. No Benefits. Consultant acknowledges and agrees that Consultant and its
Assistants shall not be eligible for any Company employee benefits and,
to the extent Consultant otherwise would be eligible for any Company
employee benefits but for the express terms of this Agreement, Consultant
(on behalf of itself and its employees) hereby expressly declines to
participate in such Company employee benefits.
c. Withholding; Indemnification. Consultant shall have full responsibility
for applicable withholding taxes for all compensation paid to Consultant
or its Assistants under this Agreement, and for compliance with all
applicable labor and employment requirements with respect to
Consultant’s self-employment, sole proprietorship or other form of
business organization, and with respect to the Assistants, including state
worker’s compensation insurance coverage requirements and any U.S.
immigration visa requirements. Consultant agrees to indemnify, defend
and hold the Company harmless from any liability for, or assessment
of, any claims or penalties with respect to such withholding taxes, labor
or employment requirements, including any liability for, or assessment
of, withholding taxes imposed on the Company by the relevant taxing
authorities with respect to any compensation paid to Consultant or its
7. Supervision of Consultant’s Services. All of the services to be performed by
Consultant, including but not limited to the Services, will be as agreed between
Consultant and the Company’s CEO Adil Harchaoui Consultant will be required
to report to the CEO concerning the Services performed under this Agreement.
The nature and frequency of these reports will be left to the discretion of the CEO.
8. Consulting or Other Services for Competitors. Consultant represents and
warrants that Consultant does not presently perform or intend to perform, during
the term of the Agreement, consulting or other services for, or engage in or
intend to engage in an employment relationship with, companies who businesses
or proposed businesses in any way involve products or services which would
be competitive with the Company’s products or services, or those products or
services proposed or in development by the Company during the term of the
Agreement. If, however, Consultant decides to do so, Consultant agrees that, in
advance of accepting such work, Consultant will promptly notify the Company in
writing, specifying the organization with which Consultant proposes to consult,
provide services, or become employed by and to provide information sufficient
to allow the Company to determine if such work would conflict with the terms
of this Agreement, including the terms of the Confidentiality Agreement, the
interests of the Company or further services which the Company might request
of Consultant. If the Company determines that such work conflicts with the terms
of this Agreement, the Company reserves the right to terminate this Agreement
immediately. In no event shall any of the Services be performed for the Company
at the facilities of a third party or using the resources of a third party.
9. Confidentiality Agreement. Consultant shall sign, or has signed, a
Confidentiality Agreement, on or before the date Consultant begins providing the
10. Conflicts with this Agreement. Consultant represents and warrants that neither
Consultant nor any of the Assistants is under any pre-existing obligation in
conflict or in any way inconsistent with the provisions of this Agreement.
Consultant represents and warrants that Consultant’s performance of all the terms
of this Agreement will not breach any agreement to keep in confidence proprietary
information acquired by Consultant in confidence or in trust prior to
commencement of this Agreement. Consultant warrants that Consultant has the
right to disclose and/or or use all ideas, processes, techniques and other
information, if any, which Consultant has gained from third parties, and which
Consultant discloses to the Company or uses in the course of performance of this
Agreement, without liability to such third parties. Notwithstanding the foregoing,
Consultant agrees that Consultant shall not bundle with or incorporate into any
deliveries provided to the Company herewith any third party products, ideas,
processes, or other techniques, without the express, written prior approval of the
Company. Consultant represents and warrants that Consultant has not granted and
will not grant any rights or licenses to any intellectual property or technology that
would conflict with Consultant’s obligations under this Agreement. Consultant
will not knowingly infringe upon any copyright, patent, trade secret or other
property right of any former client, employer or third party in the performance of
a. Amendments and Waivers. Any term of this Agreement may be
amended or waived only with the written consent of the Company.
b. Sole Agreement. This Agreement, including the Exhibits hereto,
constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
c. Notices. Any notice required or permitted by this Agreement shall be
in writing and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by email or fax (upon
customary confirmation of receipt), or forty-eight (48) hours after being
deposited in the U.S. mail as certified or registered mail with postage
prepaid, addressed to the party to be notified at such party’s address or
fax number as set forth on the signature page or as subsequently modified
by written notice.
d. Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State
of Nevada, without giving effect to the principles of conflict of laws.
e. Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach
a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the
balance of the Agreement shall be interpreted as if such provision were
so excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms.
f. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
g. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN
EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL
OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS
AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY
PARTY BY REASON OF THE DRAFTING OR PREPARATION
The parties have executed this Agreement as of the date first written above.
[Signature Page Follows]
July 07, 2016
Accepted and Agreed to:
DESCRIPTION OF CONSULTING SERVICES :
External & Internal:
Description of Services Schedule/Deadline
New policies will be introduced from time to time; it’s the consultant responsibility to
learn about them. Company will notify the consultant in writing when changes has been
Client worked on:
Nevada IT Solutions Clients
Confidential Agreement see attached