This document sets forth an agreement whereby a company hires a consultant for the
provision of marketing services. The statement of work, detailing the services to be
provided by the consultant, can be attached as Exhibit A to the agreement. This long-
form template document includes a confidentiality provision prohibiting the consultant
from disclosing the company's confidential information, as well as non-competition and
non-solicitation provisions. The consultant performs all services as an independent
contractor. This agreement can be customized to best fit the needs of the contracting
parties.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”), is made this ____ day of
_____________, 20__ is entered into by ___________ (the “Company”), and _____________
(the “Consultant”).
RECITALS
I. The Company wishes to engage the Consultant on demand for the provision of
services offered under this Agreement and detailed within Schedule 1 attached hereto (the
“Project”).
II. The Consultant is an individual engaged as
______________________________________.
III. The Company and the Consultant enter into this Agreement and will abide by the
terms and conditions stated hereunder for the engagement of the Consultant and the performance
of services hereinafter referred to as “Services” as specified herein.
IV. The Company and the Consultant desire to establish the terms and conditions
under which the Consultant will provide services to the Company. In consideration of the
mutual covenants and promises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree
as follows:
1. SERVICES
The Consultant agrees to perform such consulting, advisory and related services to and for the
Company as may be reasonably requested from time to time by the Company, including, but not
limited to, the services specified on Exhibit A (“Statement Of Work” or “SOW”) to this
Agreement which may be amended from time to time by the Company and duly signed by both
parties.
1.1. The Consultant will perform the Services in accordance with the procedures described
on the Statement of Work, in a timely and professional manner, consistent with industry
standards, at a location, place and time that the Consultant deems appropriate, and all in
accordance with the Statement of Work and this Agreement. The manner and means that
Consultant chooses to perform the Services are in the Consultant’s sole discretion and control.
In rendering the Services, the Consultant agrees to provide its own equipment, tools, and other
materials at its own expense.
1.2. The Company shall be entitled to exercise a broad general power of supervision and
control over the results of work performed by the Consultant to ensure satisfactory performance.
This power of supervision shall include the right to inspect, stop work, make suggestions or
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recommendations as to the details of the work, and request modifications to the Statement of
Work. Modifications to the scope of the Statement of Work by the Company resulting in
additional services by the Consultant shall be compensated accordingly.
1.3. The Company may request that Project plans, progress reports and a status report be
provided by the Consultant on a weekly basis via email to the Company. A final results report
shall be due at the conclusion of the Project and shall be submitted to the Company as a
confidential written report at such time. The results report shall be in such form and setting forth
such information and data as is reasonably requested by the Company.
1.4. Changes in Scope. The Company may, upon written notice to the Consultant , request
additions, reductions, or other changes to the scope of any or all Services to be provided pursuant
hereto or under a particular SOW, including the addition of new services to supplement such
Services (such request, a “Change Request”). Within three (3) business days of Consultant ’s
receipt of a Change Request from Company , Consultant shall provide Company with a written
response (a “Change Order”) detailing the tasks to be performed to accomplish the proposed
changes in scope and/or services set forth in such Change Request, as well as any changes in the
Charges that may arise therefrom. Each Change Order shall be in a format substantially similar
to that of the Sample Change Order attached hereto as Exhibit B. Consultant shall use
reasonable efforts to accommodate each Change Request, at rates no greater than the applicable
rates, if any, set forth in the SOW to