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advisor-agreement

ADVISOR AGREEMENT

 

 

This Advisor Agreement (the "Agreement") is made and effective [DATE],

 

 

BETWEEN: [ADVISOR NAME] (the "Advisor"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[COMPLETE ADDRESS]

 

 

AND: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[YOUR COMPLETE ADDRESS]

 

 

In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern this Agreement.

 

In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the Parties hereto agree as follows:

 

 

RECITALS

 

The

Advisor

has expertise in the area of the Company's business and is willing to provide

Advisory

services to the Company.

 

The Company is willing to engage

the

Advisor

as an independent contractor, and not as an employee, on the terms and conditions set forth herein.

 

The Company desires to obtain the services of

the

Advisor

by means of services provided by

the

Advisor

’s employees dispatched by

the

Advisor

to provide services to

the

Company hereunder (“Agents”), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and

the

Advisor

desires to provide

Advisory

services to the Company upon the following terms and conditions.

 

The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill.

 

The Proprietary Information will necessarily be communicated to or acquired by

the

Advisor

and its Agents in the course of providing

Advisory

services to the Company, and the Company desires to obtain the services of

the

Advisor

, only if, in doing so, it can protect its Proprietary Information and goodwill.

 

 

 

 

 

SERVICES

 

The

Advisor

agrees to perform for

the

Company the services listed in the Scope of Services section in Exhibit A, attached

hereto,

and executed by both

the

Company and

the

Advisor

. Such services are hereinafter referred to as “Services.”

The

Company agrees that

the

Advisor

shall have ready access to

the

Company’s staff and resources as necessary to perform the

Advisor

’s

S

ervices provided for by this contract.

 

 

ADVISORY

PERIOD

 

Basic Term

The Company hereby retains the

Advisor

and

the

Advisor

agrees to render to the Company those

S

ervices described in Exhibit A for the period (the “

Advisory

Period”) commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the “Term Date”), and (ii) the date the

Advisory

Period is terminated in accordance with Section 7. The Company shall pay the

Advisor

the compensation to which it is entitled under Section 5 through

to

the end of the

Advisory

Period, and, thereafter, the Company’s obligations hereunder shall end.

 

Renewal

Subject to Section 7, the

Advisory

Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either

P

arty) on the Term Date and on each anniversary thereof, unless one

P

arty gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the

Advisory

Period is to be terminated, provided, that in no event shall the

Advisory

Period extend beyond [DEADLINE DATE]. Either

P

arty’s right to terminate the

Advisory

Period, instead of renewing the Agreement, shall be with or without cause.

 

 

DUTIES AND RESPONSIBILITIES

 

The

Advisor

hereby agrees to provide and perform for the Company those

S

ervices set forth

i

n Exhibit A attached hereto.

The

Advisor

shall devote its best efforts to the performance of the

S

ervices and to such other services as may be reasonably requested by the Company

,

and hereby agrees to devote, unless otherwise requested in writing by the Company, a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide

S

ervices to the Company.

 

The

Advisor

shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company’s research, development and products to fulfill

the

Advisor

’s obligations hereunder. Any Agent of

Advisor

who, in the sole opinion of the Company, is unable to adequately perform any

S

ervices hereunder shall be replaced by

the

Advisor

within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced.

 

The

Advisor

shall use its best efforts to comply with, and to ensure that each of its Agents compl

ies

with, all policies and practices regarding the use of facilities at which

the

S

ervices are to be perform

ed

hereunder.

The

Advisor

agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and

the

Advisor

shall deliver a signed original of such Acknowledgement and Inventions Assignment to

the

Company prior to such Agent’s commencement of the provision of

S

ervices for the Company.

 

The

Advisor

shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any

S

ervices hereunder by any of the Agents, the written agreement of

the

Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement.

 

Personnel supplied by

the

Advisor

to provide

S

ervices to

the

Company under this Agreement will be deemed

the

Advisor

’s employees or

A

gents and will not for any purpose be considered employees or

A

gents of

the

Company.

The

Advisor

assumes full responsibility for the actions of such personnel while performing

S

ervices pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes).

 

 

COMPENSATION, BENEFITS AND EXPENSES

 

Compensation

.

In consideration of the

S

ervices to be rendered hereunder, including, without limitation,

S

ervices to any Affiliated Company,

the

Advisor

shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement.

 

Benefits

.

Other than the compensation specified in 5.1

above

, neither

the

Advisor

nor its Agents shall be entitled to any direct or indirect compensation for

S

ervices performed hereunder.

 

Expenses

.

The Company shall reimburse

the

Advisor

for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company’s general policies, as they may be amended from time to time during the course of this Agreement.

 

 

INVOICING

 

The

Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by

the

Advisor

, and

the

Company shall pay the amount of such invoices to

the

Advisor

.

 

 

TERMINATION OF

ADVISORY

RELATIONSHIP

 

By the Company or the

Advisor

.

At any time, either the Company or the

Advisor

may terminate, without liability, the

Advisory

Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days

advance written notice to the other

P

arty. If the

Advisor

terminates its

Advisory

relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate

the

Advisor

immediately without the running of any notice period. The Company shall pay

the

Advisor

the compensation to which the

Advisor

is entitled

,

pursuant to Section 5

,

through

to

the end of the

Advisory

Period, and thereafter all obligations of the Company shall terminate.

 

Termination Due to Bankruptcy, Receivership

.

The

Advisory

Period shall terminate and the Company’s obligations hereunder (including the obligation to pay

the

Advisor

compensation under Section 5

)

shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority in connection with any adjudication or determination by such authority that the Company is bankrupt or insolvent; (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action to terminate the Company’s existence or otherwise to wind up the Company’s affairs.

 

 

TERMINATION OBLIGATIONS

 

The

Advisor

hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Proprietary Information, and equipment furnished to or prepared by

the

Advisor

or its Agents in the course of or incident to its rendering of

S

ervices to the Company, including, without limitation, records and any other materials pertaining to Invention Ideas belong to the Company shall be promptly returned to the Company upon termination of the

Advisory

Period. Following termination, neither

the

Advisor

nor any of its Agents will retain any written or other tangible material containing any Proprietary Information.

 

The representations and warranties contained herein and

the

Advisor

’s obligations under Sections 2, 3, and 4 shall survive termination of the

Advisory

Period and the expiration of this Agreement.

 

 

ASSIGNMENT; SUCCESSORS AND ASSIGNS

 

The

Advisor

agrees that it will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall

the

Advisor

’s rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the

P

arties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

 

 

PLACE OF WORK

 

The

Advisor

's

S

ervices will be rendered largely at [ADDRESS], but

the

Advisor

will, on request, come to

the

Company's address of [ADDRESS], or such other places designated by

the

Company to meet with representatives of

the

Company.

 

 

CONFIDENTIAL INFORMATION

 

Each

P

arty hereto (“Such Party”) shall hold in trust for the other

P

arty hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of

S

uch Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill

.

 

T

he

Advisor

hereby acknowledges that during the performance of this contract, the

Advisor

may learn or receive confidential Company information

,

and therefore

the

Advisor

hereby confirms that all such information relating to the

Company’s

business will be kept confidential by the

Advisor

, except to the extent that such information is required to be divulged to the

Advisor

’s clerical or support staff or associates in order to enable

the

Advisor

to perform

the

Advisor

’s contract obligation.

 

The

Advisor

agrees not to disclose or use, except as required

for

the

Advisor

's duties, at any time, any information disclosed to or acquired by

the

Advisor

during the term of this contract.

The

Advisor

shall disclose promptly to

the

Company all inventions, discoveries, formulas, processes, designs, trade secrets, and other useful technical information and know-how made, discovered, or developed by

the

Advisor

(either alone or in conjunction with any other person) during the term of this contract.

The

Advisor

agrees that he shall not, without the written consent of

the

Company, disclose to third parties or use for his own financial benefit or for the financial or other benefit of any competitor of

the

Company, any information, data,

or

know-how, manuals, disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers, documents, plans, specifications, or drawings.

 

The

Advisor

shall take all reasonable precautions to prevent any other person with whom

the

Advisor

is or may become associated from acquiring confidential information at any time.

 

The

Advisor

agrees that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of

the

Company.

 

Upon termination of this contract,

the

Advisor

shall deliver to

the

Company all drawings, manuals, letters, notes, notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential information which are in the possession or under the control of

the

Advisor

.

The

Advisor

shall sign secrecy agreements provided by

the

Company.

 

 

SERVICES FOR OTHERS

 

Inasmuch as

the

Advisor

will acquire or have access to information which is of a highly confidential and secret nature, it is expected that

the

Advisor

will not perform any

S

ervices for any other person or firm without

the

Company’s prior written approval.

 

 

SERVICES AFTER TERMINATION

 

The

Advisor

agrees that, for a period of [NUMBER] years following the termination of this

A

greement,

the

Advisor

will not perform any similar

S

ervices for any person or firm engaged in the business of [TYPE],

in

the Counties of and State of [STATE/PROVINCE].

 

 

STATUS OF

ADVISOR

 

The

Advisor

is an independent contractor and neither

the

Advisor

nor

the

Advisor

’s staff is or shall be deemed to be employed by

the Company

.

The

Company is hereby contracting with

the

Advisor

for the

S

ervices described

i

n Exhibit A and

the

Advisor

reserves the right to determine the method, manner and mean

s

by which the

S

ervices will be performed.

The

Advisor

is not required to perform the

S

ervices during a fixed hourly or daily time and if the

S

ervices are performed at the Company’s premises, then

the

Advisor

’s time spent at the premises is to be at the discretion of the

Advisor

,

subject to the Company’s normal business hours and security requirements.

The

Advisor

hereby confirms to

the

Company that

the

Company will not be required to furnish or provide any training to

the

Advisor

to enable

the

Advisor

to perform

the

S

ervices required hereunder. The

S

ervices shall be performed by

the

Advisor

or

the

Advisor

’s staff, and

the

Company shall not be required to hire, supervise or pay any assistants to help

the

Advisor

who performs the

S

ervices under this

A

greement.

The

Advisor

shall not be required to devote

the

Advisor

’s full time nor the full time of

Advisor

’s staff to the performance of the

S

ervices required hereunder, and it is acknowledged that

the

Advisor

has other

c

lients and

the

Advisor

offers services to the general public. The order or sequence in which the work is to be performed shall be under the control of

the

Advisor

. Except to the extent that the

Advisor

’s work must be performed on or with

the

Company’s computers or

the

Company’s existing software, all materials used in providing the

S

ervices shall be provided by

the

Advisor

.

The

Advisor

’s

S

ervices hereunder cannot be terminated or cancelled short of completion of the

S

ervices agreed upon except for

the

Advisor

’s failure to perform the contract’s specification as required hereunder

,

and

,

conversely, subject to

the

Company’s obligation to make full and timely payment(s) for

the

Advisor

’s

S

ervices

,

as set forth in Exhibit B,

the

Advisor

shall be obligated to complete the

S

ervices agreed upon and shall be liable for non-performance of the

S

ervices to the extent and as provided in Sections 2 and 4 hereof.

The

Company shall not provide any insurance coverage of any kind for

the

Advisor

or

the

Advisor

’s staff, and

the

Company

shall

not withhold any amount that would normally be withheld from an employee’s pay.

The

Advisor

shall take appropriate measures to ensure that

the

Advisor

’s staff

are

competent and that they do not breach Sections 4 and 12 hereof.

 

Each of the

P

arties hereto agrees that, while performing

the

Services under this Agreement, and for a period of [NUMBER] months following the termination of this Agreement, neither

P

arty will, except with the other

P

arty’s written approval, solicit or offer employment to the other

P

arty’s employees or staff engaged in any efforts under this Agreement.

 

 

USE OF WORK PRODUCT

 

Except as specifically set forth in writing and signed by both

the

Company and

the

Advisor

,

the

Advisor

shall have all copyright and patent rights with respect to all materials developed under this contract, and

the

Company is hereby granted a non-exclusive license to use and employ such materials within the Company’s business.

 

 

COMPANY REPRESENTATIVE

 

The following individual [NAME] shall represent the Company during the performance of this contract with respect to the

S

ervices and deliverables as defined herein and has authority to execute written modifications or additions to this contract.

 

 

DISPUTES

 

Any disputes that arise between the

P

arties with respect to the performance of this contract shall be submitted to binding arbitration by the [ASSOCIATION], to be determined and resolved by said Association under its rules and procedures in effect at the time of submission

,

and the

P

arties hereby agree to share equally in the costs of said arbitration.

 

The final arbitration decision shall be enforceable through the courts of the state of

the

Advisor

’s address or any other state in which the Company resides or may be located. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this Section 18 were not a part hereof.

 

 

TAXES

 

Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its performance, including but not limited to sales or use taxes, shall be paid by the

Company

.

The

Advisor

shall be responsible for any taxes or penalties assessed by reason of any claims that

the

Advisor

is an employee of

the

Company

,

and

the

Company and

the

Advisor

specifically agree that

the

Advisor

is not an employee of

the Company

.

 

 

LIABILITY

 

The

Advisor

warrants to

the

Company that the material, analysis, data, programs and

S

ervices to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel. Special requirements for format or standards to be followed shall be attached as an additional Exhibit and executed by both

the

Company and

the

Advisor

.

The

Advisor

makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or merchantability. In no event shall

the

Advisor

be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to

the

Advisor

in advance or could have been reasonably foreseen by

the

Advisor

, and in the event this limitation of damages is held

to be

unenforceable

,

then the

P

arties agree that by reason of the difficulty in foreseeing possible damages

,

all liability to

the

Company shall be limited to [AMOUNT]

,

as liquidated damages and not as a penalty.

 

 

NON-COMPETITION

 

If this

Advisory

Agreement with the Company terminates for any reason, the

Advisor

will not, for a period of two years from the date of termination, have any business dealings whatsoever, either directly or indirectly through associates with any customer or client of the Company or its subsidiaries or any person or firm with whom the

Advisor

has made contact in connection with his

Advisory

activities for the Company; and the

Advisor

will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not during the term of this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for his own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by the Company, information as to sources of, and arrangements for, hardware supplied to customers or clients of the Company, submission and proposal procedures of the Company, customer or contact lists or any other confidential information or trade secrets respecting the business or affairs of the Company which the

Advisor

may acquire or develop in connection with or as a result of the performance of his

S

ervices hereunder. In the event of an actual or threatened breach by the

Advisor

of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the

Advisor

from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the

Advisor

.

 

 

ENFORCEABLE

 

The provisions of this Agreement shall be enforceable

,

notwithstanding the existence of any claim or cause of action of the

Advisor

against the Company

,

whether predicated on this Agreement or otherwise.

 

 

REPRESENTATIONS AND WARRANTIES

 

The

Advisor

represents and warrants (i) that

the

Advisor

has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with

the

Advisor

's undertaking this relationship with the Company, (ii) that the performance of the

S

ervices called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that

the

Advisor

will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that

the

Advisor

has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.

 

 

INJUNCTIVE RELIEF

 

The

Advisor

acknowledges that disclosure of any

c

onfidential

i

nformation by him will give rise to irreparable injury to the Company or the owner of such information, inadequately compensable in damages. Accordingly, the Company or

S

uch

O

ther

P

arty may seek and obtain injunctive relief against

any

breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. The

Advisor

further acknowledges and agrees that in the event of the termination of this Agreement

,

his experience and capabilities are such that he can obtain a

n

Advisory

arrangement or employment in business activities which are either (

i

) of a different or non-competing nature with his activities as a

n

Advisor

for the Company, or (

ii

) are carried on in a different geographic location; and that the enforcement of a remedy hereunder by way of injunction will not prevent him from earning a reasonable livelihood.

 

The

Advisor

further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content.

 

 

COMPLETE AGREEMENT

 

This

A

greement contains the entire

A

greement between the

P

arties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of

the

Advisor

by any of its employees or

A

gents, or contained in any sales materials or brochures, shall be deemed to bind the

P

arties hereto with respect to the subject matter hereof.

The

Company acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

 

 

INDEMNIFICATION

 

The

Advisor

hereby indemnifies and agrees to defend and hold harmless the Company from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys' fees, arising out of or relating to the

S

ervices performed by

the

Advisor

under this Agreement or the representations and warranties made by

the

Advisor

pursuant to Sections 2 and 4 hereof.

The

Advisor

's obligations under Section 4 hereof shall survive the termination, for any reason, of this Agreement.

 

 

ATTORNEYS

FEES

 

Should either

P

arty hereto, or any heir, personal representative, successor or assign of either

P

arty hereto, resort to litigation to enforce this Agreement, the

P

arty or

P

arties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation from the

P

arty or

P

arties against whom enforcement was sought.

 

 

NONWAIVER

 

No failure or neglect of either

P

arty hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either

P

arty hereto must be contained in a written instrument signed by the

P

arty to be charged

,

and, in the case of the Company, by an executive officer of the Company or other person duly authorized by the Company.

 

 

REMEDY FOR BREACH

 

The

P

arties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or imminent damage to the value and the goodwill of the Company's business will be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the

P

arties hereto agree that the Company shall be entitled to injunctive relief against

the

Advisor

in the event of any breach or threatened breach by

the

Advisor

, in addition to any other relief (including damages and the right of the Company to stop payments hereunder which is hereby granted) available to the Company under this Agreement or under law.

 

 

APPLICABLE LAW

 

The

Advisor

shall comply with all applicable laws in performing

the

Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in Exhibit A. This Agreement shall be construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE].

 

 

SEVERABILITY; ENFORCEMENT

 

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. It is the intention of the

P

arties that the covenants contained in

this Agreement

shall be enforced to the greatest extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts allegedly in breach of these covenants. It being the purpose of this Agreement to govern competition by

the

Advisor

anywhere throughout the world

, these covenants shall be governed by and construed according to that law (from among those jurisdictions arguably applicable to this Agreement and those in which a breach of this Agreement is alleged to have occurred or to be threatened) which best gives them effect.

 

 

SCOPE OF AGREEMENT

 

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the

P

arties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

 

 

ADDITIONAL WORK

 

After receipt of an order which adds to the Services,

the

Advisor

may, at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order.

The

Company agrees to pay

the

Advisor

for such action and expenditure as set forth in Exhibit B of this Agreement for payments related to

the

Services.

 

 

NOTICES

 

All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Company at:

 

[YOUR COMPANY NAME]

[YOUR COMPLETE ADDRESS]

 

or to the Advisor at:

 

[ADVISOR’S NAME AND ADDRESS]

 

Notice of change of address shall be effective only when done in accordance with this

s

ection.

 

 

ASSIGNMENT

 

This Agreement may not be assigned by either

P

arty without the prior written consent of the other

P

arty. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the

P

arties hereto.

 

 

IN WITNESS WHEREOF, the Parties hereto have signed this Agreement as of the date first above written.

 

 

 

 

COMPANY ADVISOR

 

 

 

 

Authorized Signature Authorized Signature

 

 

Print Name and Title Print Name and Title


EXHIBIT A

SCOPE OF SERVICES


EXHIBIT B

ACKNOWLEDGEMENT AND INVENTIONS ASSIGNMENT