Consulting Services Agreement

Consulting Services Agreement

Consulting Services Agreement (the “Agreement”), effective is by and between __________, a corporation, with its principal office at ________________________ (hereinafter “Client”), and ________________, with a principal office at ____________________ (hereinafter the “Consultant”).

WHEREAS, Client finds that the Consultant is willing to perform certain work hereinafter described in accordance with the provisions of this Agreement; and

WHEREAS, Client finds that the Consultant is qualified to perform the work, all relevant factors considered, and that such performance will be in furtherance of Client’s business.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows:

1. SERVICES.

1.1   Services to Client. The Consultant shall provide the following (“Services”) to Client on the following timetable:

____________________________________
____________________________________
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2. PAYMENT AND INVOICING TERMS.

2.1   Payment for Services. The Consultant will be paid as follows: ____________________________________
__________________________________________________ ____________________________________

2.2   Reimbursable Costs. Client shall reimburse the Consultant all costs incurred in connection with the Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials, computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the “Reimbursable Costs”). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all costs associated with travel. All extraordinary travel expenses must receive Client’s approval. The Consultant shall provide to Client substantiation of Reimbursable Costs incurred.

2.3   Invoicing.

(a)   Invoices will submitted monthly by the Consultant for payment by Client. Payment is due upon receipt and is past due seven (7) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client will so notify the Consultant within seven (7) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed valid. The portion of the Consultant’s invoice that is not in dispute shall be paid in accordance with the procedures set forth herein.

(b)   A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, the Consultant may suspend performing further work.

2.4   Taxes. All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any such amount payable by Client the monetary sum equal to any and all current and future applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on the Consultant’s net income). If Client does not pay such taxes, the Consultant may make such payments and Client will reimburse the Consultant for those payments. Client will hold the Consultant harmless for any payments made by Client pursuant to this Section 2.4.

3. CHANGES.

Client may, with the approval of the Consultant, issue written directions within the general scope of any Services to be ordered. Such changes (the “Change Order”) may be for additional work or the Consultant may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Consultant in writing.

4. STANDARD OF CARE.

The Consultant warrants that it services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE CONSULTANT CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY....