This document sets forth a template contract to be entered into between a consultant
and a company for the provision of consulting services with respect to an
entrepreneurship and/or small-business start-up. This agreement contains clauses that
describe the scope of work to be performed by the consultant and further contains a
confidentiality provision that prevents the consultant from disclosing the company’s
confidential information and trade secrets. The draft form contains numerous comments
and optional language to ensure that many common issues between the parties are
ENTREPRENEURSHIP/ SMALL BUSINESS START-UP CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of the ___
day of _____, 20__, [Instruction: Insert date.] by and among _____ [Instruction: Insert
company name.], a _____ [Instruction: Insert company formation information. Please note,
if this agreement is being entered into between and individual intending to form a
company, please revise this language to reflect same.] (“Company”), and _____ [Instruction:
Insert consultant’s name.] (“Consultant”).
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.]; and
WHEREAS, the Company desires to retain Consultant to provide services related to and in
support of efforts in which Consultant has expertise; and
WHEREAS, Consultant is in the business of providing such consulting services with respect
to the entrepreneurship and small business start-ups, and has agreed to provide the services in
accordance with the terms and conditions set forth in this agreement.
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
1. Consultant shall furnish the Company with his best advice, information, judgment and
knowledge with respect to the services related to and in support of efforts in which
Consultant has expertise which is to be provided in accordance with this Agreement.
Specifically, Consultant shall _____. [Comment: Insert specific duties Consultant
shall have under Agreement.]
2. Company shall retain Consultant as set forth in this Agreement with respect to _____
[Instruction: Insert what Consultant will do for Company.].
3. The Consultant will _____ [Instruction: Insert broad details of what consultant will
do, e.g., develop marketing strategy.]
4. The term of this Agreement shall begin on _____ [Instruction: Insert commencement
date.] and shall, subject to the provisions for termination set forth herein, continue until
and terminate on _____ [Instruction: Insert termination date.].
5. For all services that Consultant renders to the Company during the term hereof, the
Company will pay Consultant $_____, payable within thirty (30) days of the date of
Consultant’s invoice for such services. Consultant agrees that during the term he/she will
devote up to ____ (__) days per month to his/her Duties. [Instruction: Insert applicable
payment agreement, including any revision to the hours/days of services.] Late
payments by Company shall be subject to late penalty fees of _____% [Instruction:
insert number] per month from the due date until the amount is paid.
6. [Optional: If expenses are to be paid, they should be carefully set forth in this
paragraph.] Company shall reimburse Consultant for all travel expenses, including
but not limited to hotels, meals, etc., in connection with servicing Company’s
account. Such reimbursement shall not be limited to the above, and may include
special services and charges originated on Company’s behalf by Consultant,
incurred in servicing Company’s account.
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7. Confidential Information and Intellectual Property.
A. Consultant shall maintain in strict confidence, and not use or disclose except
pursuant to written instructions from the Company, any Company Trade Secret
(as defined below), for so long as the pertinent data or information remains a
Trade Secret, provided that the obligation to protect the confidentiality of any
such information or data shall not be excused if such information or data ceases to
qualify as such as a result of the acts or omissions of Consultant.
B. Consultant shall maintain in strict confidence and, except as necessary to perform
his duties hereunder, not to use or disclose any Company Confidential Business
Information (as hereinafter defined) during the term of this Agreement and for a
period of one (1) year thereafter, so long as such Confidential Business
Information remains Confidential Business Information during such term. The
obligation to protect the confidentiality of such Confidential Business Information
shall not be excused if such Confidential Business Information ceases to qualify
as such as a result of the acts or omissions of Consultant.
C. Consultant may disclose Trade Secrets or Confidential Business Information
pursuant to any order or legal process requiring the disclosing party (in its legal
counsel's reasonable opinion) to do so, provided that the request or order to so
disclose the Trade Secrets or Confidential Business Information is provided to
Company pursuant to the notice provisions of this Agreement in sufficient time to
allow the Company to seek an appropriate protective order.
8. “Trade Secret” shall mean any information, including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a plan, a device, a
method, a technique, a drawing, a process, financial data, financial plans, product plans,
or a list of actual or potential customers or suppliers which (i) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value from its
disclosure or use, and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. “Confidential Business Information” shall mean
any nonpublic information of a competitively sensitive or personal nature, other than
Trade Secrets, acquired by Consultant in connection with performing services for the
Company, including (without limitation) long-range business plans, marketing plans and
methods, oral or written customer information, and personnel information.
9. Any material or ideas prepared or submitted to Company, which Company has chosen
not to produce will remain Consultant’s property (regardless of whether the physical
embodiment of creative work is in your possession in the form of copy, artwork, plates,
recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided
that such submission or use does not involve the release of any Confidential Business
Information. For purposes hereof, “produce” shall be defined as any material which is
created in tangible form pursuant to a signed production estimate.
A. In the event Consultant shall violate or threaten to violate the Confidential
Business Information and Intellectual Property provisions of this Agreement,
damages at law will be an insufficient remedy and the Company shall be entitled
to equitable relief including but not limited to injunction, monetary damages,
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punitive damages, and specific liquidated damages in the amount of $_____
[Instruction: Insert dollar amount.] for disclosure of such information and/or
for unauthorized use of such information. In addition, other remedies or rights
available to the Company and no bond or security will be required in connection
with such equitable relief.
B. The existence of any claim or cause of action that Consultant may have against
the Company will not at any time constitute a defense to the enforcement by the
Company of the restrictions or rights provided herein, but the failure to assert
such claim or cause of action shall not be deemed to be a waiver of such claim or
cause of action.
10. Consultant shall at all times refer to Company in terms that further its business
objectives. Consultant shall not at any time refer to Company in a manner that damages
Company's actual or potential position in the marketplace. Any such reference shall be
deemed a material breach of this Agreement.
11. In no event shall Consultant be liable to Company for Company’s lost profits, or special,
incidental or consequential damages (even if Consultant has been advised of the
possibility of such damages). Consultant's total liability under this Agreement for
damages, costs and expenses, regardless of cause, shall not exceed the total amount of
fees paid to Consultant by Company under this Agreement. Company shall indemnify
Consultant against all claims, liabilities and costs, including reasonable attorney fees, of
defending any third party claim or suit, other than for infringement of intellectual
property rights, arising out of or in connection with Company’s performance under this
Agreement. Consultant shall promptly notify Company in writing of such claim or suit
and Company shall have the right to fully control the defense and any settlement of the
claim or suit.
12. Consultant makes no warranty or guarantee that any entrepreneurial venture entered into
by Company or start-up business formed by Company (either shall be referred to herein
as a “Business”), as the case may be will be successful nor that such Business will
achieve the results intended or desired by Company in forming such business. Company
hereby understands, acknowledges and agrees that Consultant shall not be liable for any
such failure of Business, even if such business or a similar business is successful in other
areas or regions, and even if Consultant also performed services for such other business.