test.txt

=Consulting Agreement=

@@This is basic consulting agreement between a consultant and a client.  It outlines that the consultant is not an employee of the client; it assigns relevant intellectual property; and includes provisions to account for payment terms.@@

Effective Date: [[Effective Date]]

This Consulting Agreement (the "Agreement") is made as of the Effective Date set forth above by and between [[Client Name]]{{Client Entity Type | Is the client a legal entity?|, a [[Client Entity Type]]}} ("Client") and [[Consultant Name]]{{Customer Entity Type | Is the consultant a legal entity?|, a Delaware corporation }} ("Consultant").

	# ''''Engagement of Services''''.  Client may issue Project Assignments to Consultant in the form attached to this Agreement as Exhibit A ("Project Assignment").  Subject to the terms of this Agreement, Consultant will render the services set forth in Project Assignment(s) accepted by Consultant (the "Services") by the completion dates set forth therein.  Except as otherwise provided in the applicable Project Assignment, Consultant will have exclusive control over the manner and means of performing the Services, including the choice of place and time.  Consultant will provide, at Consultant's own expense, a place of work and all equipment, tools and other materials necessary to complete the Services; however, to the extent necessary to facilitate performance of the Services, Client may, in its discretion, make its equipment or facilities available to Consultant at Consultant's request.  While on the Client's premises, Consultant agrees to comply with Client's then-current access rules and procedures, including those related to safety, security and confidentiality.  Consultant agrees and acknowledges that Consultant has no expectation of privacy with respect to Client's telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that Consultant's activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time, without notice.# 

	# ''''Compensation''''.  Client will pay Consultant the fee set forth in each Project Assignment for Services rendered pursuant to this Agreement as Consultant's sole compensation for such Services.  Consultant will be reimbursed only for expenses that are expressly provided for in a Project Assignment or which have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request.  Payment of Consultant's fees and expenses will be in accordance with terms and conditions set forth in the applicable Project Assignment.  Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Project Assignment(s) for work which has been completed. Unless otherwise provided in a Project Assignment, payment to Consultant of undisputed fees will be due thirty (30) days following Client's receipt of an invoice which contains accurate records of the work performed sufficient to document the invoiced fees.# 

	# ''''Ownership of Work Product''''. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables or projects specified in a Project Assignment, and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (the "Work Product").  Consultant acknowledges that, to the extent permitted by law, all Work Product consisting of copyrightable subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Company.  Consultant agrees that any and all Work Product shall be the sole and exclusive property of Client, and that Consultant retains no rights to use the Work Product. Consultant agrees to execute, at Client's request and expense, all documents and other instruments necessary or desirable to confirm such assignment.  In the event that Consultant does not, for any reason, execute such documents within a reasonable time after Client's request, Consultant hereby irrevocably appoints Client as Consultant's attorney-in-fact for the purpose of executing such documents on Consultant's behalf, which appointment is coupled with an interest.# 

	# ''''Other Rights''''.  If Consultant has any rights, including without limitation "artist's rights" or "moral rights," in the Work Product which cannot be assigned, Consultant hereby unconditionally and irrevocably grants to Client an exclusive (even as to Consultant), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed.  In the event that Consultant has any rights in the Work Product that cannot be assigned or licensed, Consultant unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or Client's customers.# 

	# ''''License to Preexisting IP''''.  Consultant agrees not to use or incorporate into Work Product any intellectual property developed by any third party or by Consultant other than in the course of performing services for Client ("Preexisting IP"). In the event Consultant uses or incorporates Preexisting IP into Work Product, Consultant hereby grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in Work Product. Consultant represents and warrants that Consultant has an unqualified right to license to Client all Preexisting IP as provided in this Section.# 

	# ''''Representations and Warranties''''.  Consultant represents and warrants that: (a) the Services shall be performed in a professional manner and in accordance with the industry standards and the Work Product shall comply with the requirements set forth in the applicable Project Assignment, (b) Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including without limitation the right to assign the ownership of any Work Product created by Consultant's employees or contractors), (d) the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law,  (e) Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, and (f) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.  Consultant agrees to indemnify and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 6.# 

	# ''''Independent Contractor Relationship''''.  Consultant's relationship with Client is 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 between Client and any of Consultant's employees or agents.  Consultant is not authorized to make any representation, contract or commitment on behalf of Client.  Consultant (if Consultant is an individual) and Consultant's employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.  Because Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers' compensation insurance on behalf of Consultant. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any tax authority with respect to the performance of Services and receipt of fees under this Agreement.  Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement.  No part of Consultant's compensation will be subject to withholding by Client for the payment of any applicable employee payroll taxes. If, notwithstanding the foregoing, Consultant is reclassified as an employee of Client under any United States federal or state agency or foreign agency as the result of any administrative or judicial proceeding, Consultant agrees that Consultant will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Client.  Client does not guarantee to provide:  (i) a place where work on the services covered by this Agreement can be performed; or (ii) any equipment to aid in the completion of such services.  The Client and Consultant further acknowledge that this Agreement is non-exclusive and that there is no requirement that the Consultant work a minimum amount of time on completing the services covered by this Agreement.# 
 
	# ''''Confidential Information''''.  Consultant agrees that during the term of this Agreement and thereafter it will not use or permit the use of Client's Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and will not disclose such Confidential Information to any third parties except as set forth in Section 9 below.  As used in this Agreement, "Confidential Information" shall mean all information disclosed by Client to Consultant, whether during or before the term of this Agreement, that is not generally known in the Client's trade or industry and shall include, without limitation:  (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties; and (e) any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries or affiliates.  Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Client's business.  Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Consultant, (y) is disclosed to Consultant by a third party without restrictions on disclosure, or (z) was in Consultant's lawful possession prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client.  In addition, this Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Consultant shall first have given notice to Client and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.  All Confidential Information furnished to Consultant by Client is the sole and exclusive property of Client or its suppliers or customers.  Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of the Confidential Information.# 

	# ''''Employees of Consultant''''.  Consultant will ensure that each of its employees and agents who will have access to any Confidential Information or perform any Services has entered into a binding written agreement that is expressly for the benefit of Client and protects Client's rights and interests to at least the same degree as Section 8.  Client reserves the right to refuse or limit Consultant's use of any employee or consultant or to require Consultant to remove any employee or consultant already engaged in the performance of the Services.  Client's exercise of such right will in no way limit Consultant's obligations under this Agreement.#

	# ''''No Conflict of Interest''''.  During the term of this Agreement, Consultant will not accept work, enter into a contract, or accept an obligation from any third party, inconsistent or incompatible with Consultant's obligations, or the scope of Services rendered for Client, under this Agreement.  Consultant warrants that there is no other contract or duty on its part inconsistent with this Agreement.  Consultant agrees to indemnify Client from any and all loss or liability incurred by reason of the alleged breach by Consultant of any services agreement with any third party.#

	# ''''Term and Termination''''. *''Term''.  The term of this Agreement will commence on the Effective Date and terminate [[Contract Term]] from the Effective Date (the "Initial Term"), unless otherwise terminated as provided for in this Agreement.* {{Renewal Term | Will the contract have a renewal term?  | *''Term Renewal'' The Initial Term will automatically renew for successive [[Renewal Term]] (a "Renewal Term") periods until either party gives the other party a notice of non-renewal at least thirty (30) days before the end of the then applicable term.*}}*''Termination Without Cause''.  Client may terminate this Agreement with or without cause, at any time upon seven (7) days prior written notice to Consultant. Consultant may terminate this Agreement with or without cause, at any time when no Project Assignment is in effect, upon seven (7) days prior written notice to Client.* *''Termination for Cause''.  Either party may terminate this Agreement immediately in the event the other party has materially breached the Agreement and failed to cure such breach within seven (7) days of receipt of notice by the non-breaching party.* *''Survival''.  The rights and obligations contained in Section 3 ("Ownership of Work Product"), Section 4 ("Other Rights"), Section 5 ("License to Preexisting IP"), Section 6 ("Representations and Warranties"), Section 8 ("Confidential Information") and Section 12 ("Noninterference with Business") will survive any termination or expiration of this Agreement.*#

	# ''''Noninterference with Business''''.  During this Agreement, and for a period of two (2) years immediately following its termination, Consultant agrees not to interfere with the business of Client in any manner.  By way of example and not of limitation, Consultant agrees not to solicit or induce any employee, independent contractor, or Client customer to terminate or breach an employment, contractual, or other relationship with Client.# 

	# ''''Successors and Assigns''''.  Consultant may not subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement without Client's prior written consent.  Any attempted assignment in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement will be for the benefit of Client's successors and assigns, and will be binding on Consultant's assignees.# 

	# ''''Notices''''.  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy, electronic transmission, or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.#

	# ''''Governing Law''''.  The performance under this Agreement, and all suits and special proceedings arising out of or relating to this Agreement, shall be construed in accordance with and governed by, to the exclusion of the laws of any other forum, the laws of [[Governing Law]], without regard to the jurisdiction in which any action or special proceeding may be instituted.#

	# ''''Severability''''.  Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.#

	# ''''Waiver''''.  The waiver by Client of a breach of any provision of this Agreement by Consultant shall not operate or be construed as a waiver of any other or subsequent breach by Consultant.#

	# ''''Injunctive Relief for Breach''''.  Consultant's obligations under this Agreement are of a unique character that gives them particular value; 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).#

	# ''''Entire Agreement''''.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.  The terms of this Agreement will govern all services undertaken by Consultant for Client; provided, however, that in the event of any conflict between the terms of this Agreement and any Project Assignment, the terms of the applicable Project Assignment will control.  This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing.#

	#''''Negotiated Agreement''''. Notwithstanding the general rules of construction, both parties acknowledge that each was given an equal opportunity to negotiate this Agreement, and agree that the identity of the drafter of this Agreement is not relevant to any interpretation of the terms and conditions of this Agreement.#

	# ''''Counterparts''''. This Agreement may be executed by the Parties in one or more counterparts, and each of which when so executed shall be an original but all such counterparts shall constitute one and the same instrument.  The words "executed" shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act.#

	##

	''IN WITNESS WHEREOF'', the parties have executed this Agreement as of the Effective Date.


''[[Client Name]]''

By: ____________________________

{{Client Entity Type | no | Name: [[Client Signatory]] Title: [[Client Signatory Title]] Address: [[Client Street Address]] [[Client City]], [[Client State]] [[Client Zip Code]]}}

''CONSULTANT'':

_______________________________
Name:  [[Consultant Name]]

{{Consultant Entity Type | no | Name: [[Consultant Signatory]] Title: [[Consultant Signatory Title]] Address: [[Consultant Street Address]] [[Consultant City]], [[Consultant State]] [[Consultant Zip Code]]}}