Terms & Conditions
FERREIRA BUSINESS CONSULTING & PUBLIC SPEAKING
The Consulting agreement (The Agreement) is made and entered into as of the... day of... by and between..... (Company-Client) and Ferreira Consultants (The Consultants), whereas the Company desires to retain the services of the Consultants as independent contractors, to perform consulting services for the Company, and the Consultants is willing to make the Consultants services available to the Company.
Now therefore: Accordingly Client and Consultant agree as follows:
1. Services:
Consultant shall prior consulting services to the Client with respect to matters related to creating, developing and operating the Clients business, such services being defined in Exhibit "A", (Will be drafted in accordance with relevant instruction, attached and incorporated herein). The Consultant shall be engaged by the Client as a consultant for the exchange of ideas only and only under the terms of this agreement (with exhibits). The Client understands that Consultant will be providing general business consulting services only.
2. Compensation:
As full consideration for the consulting services provided by the Consultant, the Client shall pay the Consultant as set forth in exhibit "A.”
3. Competition:
The Consultant represents to the client that the consultant does not have any agreement to provide consulting services to any other party/firm or clients in the business generally described in exhibit "A" as relating to the scope of this consultancy and will not enter into any such agreement during the term of this agreement.
4. Confidentiality:
a) Either party may disclose to the other party any information that the disclosing party would normally freely disclose to other members of business and scientific community at large, whether public by presentation or in informal business or scientific discussions.
b) The parties may from time to time in connection with work contemplated under this agreement, disclose confidential information to each other. Each party will use reasonable efforts to prevent disclosure of any confidential information to 3 rd parties for a period of 2 years from receipt thereof. The recipient may acquire information that pertains to the discloser’s processes, equipment thereto.
c) Confidential information, subject to paragraph 4(b) does not include information that is or later becomes available to the public, through no breach of this agreement by the recipient; (11) is obtained by the recipient from a 3 rd party who had the legal right to disclose the information to the recipient. (111) is already in possession of the recipient on the date of this agreement becomes effective (1V) is independently developed by recipient on the date.
5. Return of Materials:
The Consultants agrees to promptly return, following the termination of this agreement or upon earlier request by the Client, all intellectual property supplied by the Client in conjunction with the Consultants consulting services under this agreement.
6. Intellectual property:
Title to all inventions and discoveries made by Client resulting from the research performed here under shall reside in Client.
7. Term & Termination:
(a) This agreement shall be for a term of.... months, renewable upon reasonable terms & conditions as may be agreed upon by the Client and the Consultant.
(b) Termination of the agreement shall not affect (a) the Clients obligation to pay for services previously performed by the Consultant for which the Consultant is entitled to reimbursement under paragraph (2) above.
7. Miscellaneous:
(a) The agreement shall incur to the benefit of the binding upon the respective heirs, executors, successors, representatives and assigns of the parties as the case may be.
(b) The relationship will be that of an independent contractor and the consultant shall have no authority to bind or act as agent for client or its employees for any purpose.
(c) The Client will not use the consultants name in any commercial advertisement or similar material used to promote or sell products unless the Client obtain in advance the written consent of Consultant.
(d) Notice or payments given by one party to the other here under shall be in writing and deemed to have been properly given or paid, if deposited with the local postal services, registered or certified, addressed as follows: Client address:.........Consultants address........... .
(e) This agreement replaces all previous agreements and the discussions relating to the subject hereof and constitutes the entire agreement between the Client and the Consultant with respect to the subject matters of this agreement. This agreement may not be modified in respect by any verbal statement, presentation, or agreement made by any employee official or representative of the Client, or by any written document, unless it is signed by the Client and the Consultant.
9. No professional liability insurance:
The Client hereby acknowledges and fully understands that the Consultant carries no professional liability insurance.
In witness whereof the parties here executed this agreement, effective the date first stated above.
......................
CLIENT
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CONSULTANT
