G/Agt-Consulting-CmA/Form/0.md

/Docs/G/Agt-Consulting-CmA/Form/0.md
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GUID: {Doc.GUID}

Consulting Agreement

{P1.Name.Full}
{P2.Name.Full}
Effective Date: {EffectiveDate.YMD}

By and Between:

{P1.US.Contract.Among.Sec}
{P2.US.Contract.Among.Sec}

Each a "Party" and collectively the "Parties."

This Agreement is made as of {EffectiveDate.YMD} (the "Effective Date"), by and between the Parties.

Recitals
{Why.sec}

In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Consulting Arrangements
1. Engagement for Services
  Project Assignments
  Party One may issue Project Assignments to Party Two in the form attached to this Agreement as EXHIBIT A ("Project Assignment").
  In written statements promptly delivered to Party One, Party Two will accept, seek a modification to or reject a Project Assignment.
  Performance
  Party Two will perform the services set forth in all Project Assignment(s) accepted by Party Two ("Services"). Party Two will perform Services in accordance with the provisions of this Agreement and the specifications of Project Assignments.
  Manner of Work
  Except as otherwise provided in the applicable Project Assignment, Party Two will have exclusive control over the manner and means of performing Services, including the choice of place and time.
  Place of Work
  At Party Two's own expense, Party Two will provide a place of work and all equipment, tools and other materials necessary to complete Services. Party One will make Party One's equipment or facilities available to Party Two to the extent necessary for Party Two to perform Services.
  Reports
  Party Two will keep complete records of activities relating to the Services. Party Two will make regular reports to Party One on the progress of Services. In particular, Party Two will promptly inform Party One of any unexpected events, circumstances or conditions that may delay, endanger or impair the quality or expected benefits of Services to Party One. Party Two will promptly respond to request for information from Party One.
2. Compensation
  Fees
  Party One will pay Party Two the fee set forth in each Project Assignment for Services rendered pursuant to this Agreement as Party Two's sole compensation for such Services.
  Expenses
  Party Two will be reimbursed only for expenses that are expressly provided for in a Project Assignment or which have been approved in advance in writing by Party One, provided Party Two has furnished such documentation for authorized expenses as Party One may reasonably request.
  Payment
  Payment of Party Two's fees and expenses will be in accordance with terms and conditions set forth in the applicable Project Assignment. Unless otherwise provided in a Project Assignment, payment to Party Two of undisputed fees will be due thirty (30) days following Party One's receipt of an invoice which contains accurate records of the work performed sufficient to document the invoiced fees.
  On Termination
  Upon termination of this Agreement for any reason, Party Two will be paid fees on the basis stated in Project Assignment(s) for work which has been completed.
Definitions
Relationship
Miscellaneous

Signature
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

{P1.US.Contract.By.Sec}

{P2.US.Contract.By.Sec}

Exhibit A
{MessageToUser} GUID: {Doc.GUID}

Consulting Agreement

DATED: {Project.EffectiveDate.YMD}

PROJECT: {Project.Name}

Party Two shall render such services as Party One may from time to time request, including, without limiting the generality of the foregoing:

Schedule of Work
The work will commence on {Project.Work.Begin.YMD}, and shall be completed by {Project.Work.End.YMD}.
Fees and Reimbursement
Fee: {Project.HourlyRate.$} per hour.
Reimbursement for the following, as approved in advance by Party One:
Invoicing
Party Two shall invoice Party One monthly for services and expenses and shall provide such reasonable receipts or other documentation of expenses as Party One might request, including copies of time records.
Payment
Payment terms are net thirty (30) days from receipt of invoice. Party One will be invoiced on the first day of each month for services rendered and expenses incurred during the previous month.
Maximum Chargeable
Maximum chargeable by Party Two on this Project Assignment, including all items in Section 2 above, is {Project.Maximum.$}.

IN WITNESS WHEREOF, the parties have executed this Project Assignment as of the date first written above.

{P1.Sign.Block}

{P2.Sign.Block}

Exhibit B
{MessageToUser} GUID: {Doc.GUID}

Consulting Agreement

For good and valuable consideration which has been received, the undersigned sells, assigns and transfers to Party One and its successors and assigns, the copyright in and to the following work, which was created by the following indicated author(s):
Title:
..sec..
Author(s):
..sec..
Copyright Office Identification No. (if any):
..sec..
and all of the right, title and interest of the undersigned, vested and contingent, therein and thereto.
Executed as of {EffectiveDate.YMD}.

{P2.Sign.Block}

Exhibit C
{MessageToUser} GUID: {Doc.GUID}

Assignment of Patent Applications

{P1.N,E,A}
{P2.N,E,A}
Whereas the individual or entity identified as Party Two above ("Party Two") owns all right, title, and interest in and to the U.S. patent applications listed in Schedule C-1 ("Patent Applications"); and
Whereas {P1.Name.Full} ("Party One") desires to acquire Party Two's entire right, title, and interest in and to Patent Applications, and in and to the inventions disclosed in Patent Applications, and to Future Patents (as hereinafter defined);

Now therefore, for and in consideration of one dollar ($1.00) payable upon demand and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Party Two does hereby sell, assign, and transfer to Party One and its successors, assigns, and legal representatives, all right, title, and interest in and to Patent Applications, and to all future patents which may be granted therefor throughout the world, and all divisions, reissues, reexaminations, substitutions, continuations, continuations-in-part, utility conversions, and extensions thereof (collectively, "Future Patents"), together with all claims, causes of action, and damages for past infringement, if any, of said Patent Applications and Future Patents; and Party Two hereby authorizes and requests the United States Patent and Trademark Office and other patent offices throughout the world to issue all Future Patents resulting therefrom (insofar as Party Two's interest is concerned) to Party One.
Party Two also hereby sells, assigns, and transfers to Party One and its successors, assigns, and legal representatives all right, title, and interest to the inventions disclosed in Patent Applications and Future Patents throughout the world, including the right to file applications for and obtain patents, utility models, and industrial models, and designs for such inventions in Party One's own name throughout the world including all rights of priority, all rights to publish cautionary notices reserving ownership of such inventions, and all rights to register such inventions in appropriate registries; and Party Two further agrees to execute any and all powers of attorney, applications, assignments, declarations, affidavits, and any other papers in connection therewith reasonably necessary to perfect such right, title, and interest in Party One and its successors, assigns, and legal representatives.

In witness whereof, Party Two has caused this instrument to be executed by its duly authorized corporate officer, effective as of {EffectiveDate.YMD}.

{P1.Sign.Block}

{P2.Sign.Block}