G/WorldCC/Cooperate-CmA/Form/-Consult/0.md

/Docs/G/WorldCC/Cooperate-CmA/Form/-Consult/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:

Focus
1. Engagement for Services
  SoWs
  P1? may issue SoWs to P2? in the form attached to this Agreement as EXHIBIT A ("SoW").
  In written statements promptly delivered to P1?, P2? will accept, seek a modification to, or reject a SoW.
  Performance
  P2? will perform the services set forth in all SoW(s) accepted by P2? ("Services"). P2? will perform Services in accordance with the provisions of this Agreement and the specifications of SoWs.
  Manner of Work
  Except as otherwise provided in the applicable SoW, P2? will have exclusive control over the manner and means of performing Services, including the choice of place and time.
  Place of Work
  At P2?'s own expense, P2? will provide a place of work and all equipment, tools, and other materials necessary to complete Services. P1? will make P1?'s equipment or facilities available to P2? to the extent necessary for P2? to perform Services.
  Reports
  P2? will keep complete records of activities relating to the Services. P2? will make regular reports to P1? on the progress of Services. In particular, P2? will promptly inform P1? of any unexpected events, circumstances, or conditions that may delay, endanger, or impair the quality or expected benefits of Services to P1?. P2? will promptly respond to request for information from P1?.
2. Compensation
  Fees
  P1? will pay P2? the fee set forth in each SoW for Services rendered pursuant to this Agreement as P2?'s sole compensation for such Services.
  Expenses
  P2? will be reimbursed only for expenses that are expressly provided for in a SoW or which have been approved in advance in writing by P1?, provided P2? has furnished such documentation for authorized expenses as P1? may reasonably request.
  Payment
  Payment of P2?'s fees and expenses will be in accordance with terms and conditions set forth in the applicable SoW. Unless otherwise provided in a SoW, payment to P2? of undisputed fees will be due thirty (30) days following P1?'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, P2? will be paid fees on the basis stated in SoW(s) for work which has been completed.
Relationship
Miscellaneous
Interpretation

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}

Annexes

Exhibit A
SoW: {Project.Name} ({GUID})
DATED: {EffectiveDate.YMD}

PROJECT: {Project.Name}

This SoW is awarded under the terms of the agreement "Consulting Agreement," Document ID: {Doc.GUID}, dated {EffectiveDate.YMD}, the terms of which are incorporated by reference in this SoW.
Schedule of Work
The work will commence on {Work.Begin.YMD}, and shall be completed by {Work.End.YMD}.
Fees and Reimbursement
Fee: {HourlyRate.$} per hour.
Reimbursement for the following, as approved in advance by P1?:
Outside services at cost.
Direct charges at cost.
Travel and subsistence at cost.
Invoicing
P2? shall invoice P1? monthly for services and expenses and shall provide such reasonable receipts or other documentation of expenses as P1? might request, including copies of time records.
Maximum Chargeable
Maximum chargeable by P2? on this SoW, including all items in Section 2 above, is {Maximum.$}.
IN WITNESS WHEREOF, the parties have executed this SoW as of {EffectiveDate.YMD}.

{P1.US.Contract.By.Sec} {P2.US.Contract.By.Sec}
Exhibit B
Assignment of Copyright
This Copyright Assigment is made under the terms of the agreement "Consulting Agreement," Document ID: {Doc.GUID}, dated {EffectiveDate.YMD}, among {P1.Name.Full} and {P2.Name.Full} (the "Master Agreement"). The terms of the Master Agreement are incorporated by reference in this Copyright Assignment. Highlighted terms used in this Copyright Agreement shall have the meanings defined in the Master Agreement.

For good and valuable consideration which has been received, the undersigned sells, assigns and transfers to P1? and its successors and assigns, the copyright in and to the following work, which was created by the following indicated author(s):
1. Title:
  {TitleOfWork.sec}
2. Author(s):
  {AuthorOfWork.sec}
3. Copyright Office Identification No. (if any):
  {CopyrightOfficeIdentification.#}
and all of the right, title and interest of the undersigned, vested and contingent, therein and thereto.

Executed as of {EffectiveDate.YMD}.

{P2.US.Contract.By.Sec}
Exhibit C
Assignment of Patent Applications
{P1.US.Contract.Among.Sec}
{P2.US.Contract.Among.Sec}

Whereas, P1? and P2? have entered into an agreement titled "Consulting Agreement," Document ID: {Doc.GUID}, dated {EffectiveDate.YMD}, (the "Master Agreement");
Whereas, the individual or entity identified as P2? above ("P2?") 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} ("P1?") desires to acquire P2?'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);
Whereas, the Parties incorporate by reference the terms of the Master Agreement.
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, P2? does hereby sell, assign, and transfer to P1? 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 P2? 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 P2?'s interest is concerned) to P1?.
P2? also hereby sells, assigns, and transfers to P1? 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 P1?'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 P2? 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 P1? and its successors, assigns, and legal representatives.
In witness whereof, P2? has caused this instrument to be executed by its duly authorized corporate officer, effective as of {EffectiveDate.YMD}.

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

Consulting Agreement

Exhibit A

Exhibit B

Exhibit C