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Consulting - Services Agreement

By Jill Russell,2014-03-06 06:50
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The license shall have a perpetual term and Client may not transfer it. Consultant shall retain all copyrights, patent rights and other intellectual

    Consulting - Services Agreement

    WHEREAS, _________________________________________ (hereinafter “Client”) desires to obtain the Services of

    Northington Consulting (hereinafter “Consultant”) as a risk management and insurance consultant.

    WHEREAS, Consultant is prepared to provide Services for Client;

    NOW, THEREFORE Client and Consultant do agree that the following terms, conditions and limitations shall govern this

    contract:

1. Scope Of Work: Consultant agrees to provide such Services regarding the Client’s risk management and insurance

    needs as further described in the attached Services Addendum.

2. Terms Of Agreement: This agreement shall be effective on _____________, and shall continue through _____________,

    unless the parties mutually agree to terminate this agreement. Either party may terminate this Agreement at any time

    by giving thirty (30) days written notice of termination. Consultant shall be entitled to full payment for any Services

    performed prior to the date of termination.

3. Consideration: Services rendered by Consultant shall be billed paid on a weekly basis at the rate of $______ per hour.

    A non-refundable deposit remittance will be made to Consultant no later than at the signing date of this agreement in

    the amount of $______. Subsequent fee service remittances shall be made within ten (10) days of billing receipt.

    Billings shall be made at the close of each week at a minimum. However, Client shall reimburse Consultant for all

    reasonable travel and lodging expenses, including airfares, hotel charges, rental vehicles and travel mileage in

    Consultant’s vehicles at the rate of $0.50 cents per mile as well as all postage, printing and reproduction services;

    special delivery and courier services; telephone transmission costs; inspection and report expenses, and similar costs

    necessarily incurred by Consultant to perform services under this Agreement. Consultant shall submit an itemized

    statement of such incurred expenses. Client shall reimburse Consultant within ten (10) days from the date of each

    expense statement.

    4. Materials: Consultant will furnish all materials, equipment and supplies used to provide the services required by this

    Agreement.

    5. Intellectual Property Ownership: Consultant grants to Client a royalty-free nonexclusive license to use anything

    created or developed by Consultant for Client under this Agreement (Contract Property). The license shall have a

    perpetual term and Client may not transfer it. Consultant shall retain all copyrights, patent rights and other intellectual

    property rights to the Contract Property.

6. Independent Contractor Status: Consultant is an independent contractor, not Client's employee. Consultant's

    employees or sub-Consultants are not Client's employees. Consultant and Client agree to the following rights

    consistent with an independent contractor relationship:

    ; Consultant has the right to perform services for others at any time.

    ; Consultant has the sole right to control and direct the means, manner and method by which the services required by

    this Agreement will be performed.

    ; Consultant has the right to hire assistants as sub-Consultants, or to use employees to provide the services required by

    this Agreement.

    ; Consultant or Consultant's employees or sub-Consultants shall perform the services required by this Agreement;

    Client shall not hire, supervise or pay any assistants to help Consultant.

    ; Neither Consultant nor Consultant's employees or sub-Consultants shall receive any training from Client in the skills

    necessary to perform the services required by this Agreement.

    ; Client shall not require Consultant or Consultant's employees or sub-Consultants to devote full time to performing the

    services required by this Agreement.

    ; Neither Consultant nor Consultant's employees or sub-Consultants are eligible to participate in any employee pension,

    health, vacation pay, sick pay or other fringe benefit plan of Client.

    7. Local, State and Federal Taxes: Consultant shall pay all income taxes and FICA (Social Security and Medicare taxes)

    incurred while performing services under this Agreement. Client will not:

    ; withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf;

    ; make state or federal unemployment compensation contributions on Consultant's behalf, or

    ; withhold state or federal income tax from Consultant's payments.

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    The charges included subject to this agreement do not include taxes. If Consultant is required to pay any federal, state

    or local sales, use, property or value added taxes based on the services provided under this Agreement, the taxes shall

    be separately billed to Client. Consultant shall not pay any interest or penalties incurred due to late payment or

    nonpayment of any taxes by Client.

    8. Provisions of Law: This agreement is subject to and shall be governed by the laws of the State of Texas.

    9. Notices: Notices, correspondence, billings, payments and all other communications shall be addressed each party as

    follows:

    ATTN: Dennis L. Northington ATTN:

    Northington Consulting Name:

    1422 Twilight Ridge Address:

    San Antonio, Texas 78258 City, ST ZIP:

    All notices and other communications in connection with this Agreement shall be in writing and shall be considered

    given as follows:

    ; when delivered personally to the recipient's address as stated on this Agreement;

    ; when sent by facsimile or email to the recipient known to the person giving notice; and

    ; notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the

    recipient delivers a written confirmation of receipt to the sender.

10. Indemnification: Client shall indemnify, defend and hold Consultant harmless from and against all claims and actions,

    and all expenses incidental to such claims and actions, based upon or arising out of damage to property, personal injury

    or other tortious acts caused by or contributed to by Consultant or anyone acting under Consultant’s direction or

    control or on Consultant’s behalf in the course of performance under this Agreement. This provision allocates the risks

    under this Agreement between Consultant and Client. Consultant's pricing reflects the allocation of risk and limitation

    of liability specified below.

11. Limitation of Liability: This provision allocates the risks under this Agreement between Consultant and Client.

    Consultant's pricing reflects the allocation of risk and limitation of liability specified below:

    Consultant's total liability to Client under this Agreement for damages, costs and expenses, shall not exceed the total

    amount of compensation received by Consultant under this Agreement, whichever is less. However, Consultant shall

    remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of

    Consultant or Consultant's employees or agents while on Client's premises to the extent such actions or omissions

    were not caused by Client.

    NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR SPECIAL,

    INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF

    THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

12. Confidentiality: Whereas, Client will be providing Consultant with its own confidential and/or proprietary information,

    and information which may be confidential and/or proprietary information of the company’s third party vendors; Now,

    therefore, for valuable consideration, the parties hereby agree as follows:

; Neither party will discuss, notify, divulge, or relay any confidential, intellectual and/or proprietary information of the other

    party or the other party's third party vendors, either before, during, or after any information reviews, proposals, or

    contractual work, without the prior written authorization of such other party. ; Both parties will notify all employees having access to confidential and/or proprietary information of this agreement, and

    shall take all usual and reasonable measures to assure security of any such information.

    ; The recipient party shall immediately return such confidential and/or proprietary information to the party providing the

    information upon the providing party's request or upon the expiration/termination of this agreement. The parties'

    obligations under this Agreement shall extend for a period of five years from the date of receipt of such information or

    until such earlier time as the information is made public by the disclosing party.

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    13. Exclusive Agreement: This is the entire Agreement between Consultant and Client. This agreement supersedes any

    and all other discussions, negotiations, and representations of any kind and represents the entire agreement of the

    parties herein above mentioned.

14. Modifying the Agreement: Client and Consultant recognize that:

    ; Consultant's original cost and time estimates may be too low due to unforeseen events, or to factors unknown to

    Consultant when this Agreement was made; or

    ; Client may desire a mid-project change in Consultant's services that would add time and cost to the project and

    possibly inconvenience Consultant, or

    ; Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.

    If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the

    parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing,

    signed by the parties and added to this Agreement.

    15. Resolving Disputes: If a dispute or claim arises under this Agreement, the breach, or interpretation thereof, the parties

    agree to first try to resolve the dispute with the help of a mutually agreed-upon non-binding mediator in Bexar County,

    Texas prior to Arbitration. Any costs and fees other than attorney fees associated with the mediation shall be shared

    equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties

    agree to submit the dispute to a mutually agreed-upon arbitrator in Bexar County, Texas or to resolution by Arbitration in

    accordance with the commercial arbitration rules of the American Arbitration Association (AAA). Judgment upon the

    award rendered by the arbitrator may be entered in any court having jurisdiction to do so with venue in Bexar County.

    Costs of arbitration, including attorney fees, will be allocated by the arbitrator. The prevailing party in any litigation over

    this contract shall be entitled to an award of reasonable attorney’s fees, paralegal fees, expert witness fees, costs and

    expenses (whether or not taxable as court costs). A judgment upon any award rendered by the arbitrators shall be

    entered by a court having subject matter jurisdiction therein. The parties hereto agree that jurisdiction and venue for the

    entry of judgment upon said arbitration award shall be in Bexar County. The arbitrators are directed to award the

    expenses of the arbitration, including required travel and other expenses of the arbitrators and any representatives of the

    arbitrator’s costs, the costs and charges of the American Arbitration Association, all reasonable attorney’s fees and costs,

    to the prevailing party in the arbitration. No action shall be entertained if filed more than two years subsequent to the date

    the cause (s) of action actually occurred regardless of whether damages were otherwise as of said time calculable. Both

    parties shall be entitled to all information and copies of all documents relating to the arbitration from both the Arbitrator

    and the parties. In the event the parties take the controversy or claim to a Court of Competent Jurisdiction, both parties

    shall be entitled to a copy of all filings, pleadings and rulings within five days after such papers are issued.

    16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

    17. Attorneys Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement the

    prevailing party in such action shall be entitled to reasonable attorney’s fees.

18. Entire Agreement Multiple Copies. This Agreement constitutes the entire understanding of the parties about this

    subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.

    This Agreement may be executed in multiple counterpartseach of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

    19. No Partnership: This Agreement does not create a partnership relationship. Neither party has authority to enter into

    contracts on the other's behalf.

    20. Assignment and Delegation: Either Contractor or Client may assign its rights or may delegate its duties under this

    Agreement.

21. Termination: Either Client or Consultant may terminate this Agreement, in whole or in part, at any time, on written

    notice Upon such notice, Consultant shall immediately discontinue performance of the Services to the extent specified

    in the notice. Consultant shall be paid the actual costs incurred in performing the Services up to the time of notice of

    termination. Termination notice shall be effective five (5) business days after it is mailed.

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In witness whereof, the parties have executed this Agreement as of the first date written above.

By:____________________________________ By:____________________________________

Northington Consulting Name:

    1422 Twilight Ridge Address:

    San Antonio, Texas 78258 City, ST Zip:

Dated:__________________________ Dated:_________________________

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    Services

    Addendum

WHEREAS, Client Name Here (hereinafter “Client”) desires to obtain the services of Consultant Consulting (hereinafter

    “Consultant”) as a Risk Management and Insurance Consultant and Consultant is prepared to provide such services as

    noted below for Client;

    MANAGEMENT SERVICES LOSS CLAIM SERVICES

    A. Organization of Insurance Files and Records A. Review Claims Status B. Attend Insurance Review Meetings B. Prepare Claims Summaries C. Assistance with Bid Specifications C. Conduct Claims Reserve Review D. Review and Remediate Current Insurance Coverage D. Claims Monitoring E. Risk Analysis

    F. Proposal - Comparison WORKER’S COMPENSATION SERVICES G. Negotiation of Coverage Placement A. Attend Driver Safety Meetings H. Contract Review B. Review of Rating Classifications I. Insurance Contract Comparison C. Review Certificates of Insurance J. Review of Insurance Company Audits]

    K. Disaster Planning Assistance AUTO FLEET SERVICES L. Loss Control Safety Meeting Attendance] A. Assist in Accident Investigation and Analysis M. Review of Experience Modification B. Review Motor Vehicle Records N. Review of Insurance Company Audit

    O. Review of Retrospective Rating Computations OTHER REQUESTED SERVICES P. Review of Network Security Procedures

LIABILITY SERVICES

    A. Review of Rating Classifications

    B. Review of Lease Agreements

    C. Review of Hold Harmless Agreements

    D. Review of Indemnification Agreements

    E. Review of Insurance Requirements Outside Vendors

    F. Review Requirements For Outside Sub-Contractors

    G. Review of Certificates Received From Others

    H. Review of Certificates of Insurance

    I. Review of Outside Contractual Agreements

    Signatures for Addendum

    By:____________________________________ By:_______________________________________

Northington Consulting Name:

    1422 Twilight Ridge Address:

    San Antonio, Texas 78258 City, ST Zip:

    Dated:__________________________ Dated:_________________________

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