This document sets forth an agreement between a consultant and a client for the
provision of editorial consulting services. It contains the material terms and conditions
of the agreement including the scope of services to be provided, the term of the
agreement and payment details. The draft form includes numerous standard provisions
and optional language to ensure many common issues between parties are addressed.
This agreement should be used when a company engages the services of an editorial
consultant.
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 client name. If Client is an entity, insert entity state and
formation information also.] ("Client"), and _____ [Instruction: Insert consultant’s
name.] ("Consultant").
WITNESSETH:
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
and
WHEREAS, the Client 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 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 follows:
1. Consultant shall furnish the Client 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. Client shall retain Consultant as set forth in this Agreement with respect to _____
[Instruction: Insert what Consultant will do for Client.] of Client’s _____
[Instruction: Insert Client’s products and services to be advertised.]
(“Products and Services”). [Comment: This paragraph should be retained in
the event Consultant will be providing broad editorial consulting for a
Company, e.g., assisting in developing new multi-platform content and
publications. Otherwise, it may be deleted.]
3. The Consultant will _____ [Instruction: Insert broad details of what
consultant will do, e.g., assess and provide comments to written content.]
Consultant, in its sole discretion, may retain the services of a qualified _____
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 Client during the term hereof, the
Client will pay Consultant $_____. Consultant agrees that during the term he/she
will devote up to ____ (__) hours per month to his/her Duties. The Client will
periodically provide the Consultant with any written content to be edited. The
duties will be scheduled on an as-needed basis. [Instruction: Insert applicable
payment agreement, including any revision to the hours/days of services.]
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Payment shall be made within thirty (30) calendar days of the date of the invoice.
Late payments by Client shall be subject to late penalty fees of _____%
[Instruction: Insert number.] per month from the due date until the amount is
paid.
6. Consultant shall provide its own office space and sufficient staff and equipment
(including but not limited to any necessary internet, telephone or facsimile
equipment) necessary to perform the services hereunder. [Comment: This
paragraph may be revised as necessary to set forth the applicable agreement
between the parties.]
7. Client shall pay Consultant the sum of ___________________ ($___.00)
[Instruction: Insert amount.] per hour for travel time when such travel is
authorized by Client. Travel time includes all time spent between departure from
origination and arrival at destination, inbound and outbound, minus any time
therein during which billable services are performed.
8. Client shall pay all expenses reasonably incurred by Consultant in the course of
performing services under this Agreement, as mutually agreed upon in advance by
the parties hereto.
9. Consultant shall present an invoice to Client each month for services performed,
travel time, and expenses. Payment shall be due in full within 30 days of the date
of the invoice.
10. The parties hereto agree this Agreement is for consulting services within _____.
[Instruction: Insert geographical region, for example, the United States.] Any
services to be performed by Consultant on Company’s behalf for any area outside
the foregoing shall be pursuant to a separate agreement, or a modification or
amendment of this Agreement. [Optional language in event Consultant is
permitted to provide services via internet or otherwise telecommute:
Notwithstanding the foregoing, Consultant may perform the services
hereunder in a region outside that set forth herein, and same shall not
require a separate agreement, or modification or amendment hereto.]
11. Except as required in the performance of its obligations under this Agreement or
with the prior written authorization of the Client, Consultant (including for
purposes hereof, its employees, agents, representatives, consultants and
contractors) shall not directly or indirectly use, disclose, disseminate or otherwise
reveal any confidential information, including but not limited to any manuscript
or other written material of Client. Upon termination or expiration of this
Agreement for any reason whatsoever, Client and Consultant shall leave with or
return to the other all documents, records, notebooks, computer files, and similar
repositories or materials containing confidential information of the other party and
such other party's affiliates, including any and all copies thereof.
12. Any material or ideas prepared or submitted to Consultant, will remain Client’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 Consultant shall make no claim of authorship regarding same [Comment:
This language should be reviewed based upon the actual agreement of the
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parties and may be revised to reflect any alternate arrangement, including
whether or not Consultant should receive editorial credit for work
performed.].
1. In the event Consultant shall violate or threaten to violate the
confidential information and intellectual property provisions of this
Agreement, damages at law will be an insufficient remedy and the
Client shall be entitled to equitable relief including but not limited
to injunction, monetary damages, 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 Client and no bond or security will be
required in connection with such equitable relief.
2. The existence of any claim or cause of action that Consultant may
have against the Client will not at any time constitute a defense to
the enforcement by the Client 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.
13. In no event shall Consultant be liable to Client for Client’s lost profits, or special,
incidental or consequential damages (even if Consultant has been advised of the
possibility of such damages). Further, Consultant shall bear no liability for the
failure of any work of Client to be published or otherwise accepted for
publication. 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 Client under this Agreement. Client shall indemnify Consultant
against all claims, liabilities and costs, including reasonable attorney fees, of
defending any third party claim or suit, other than for infr