This Consulting Agreement, henceforth known as "Agreement," is made effective upon subscribing with Touco Direct LLC.
In this Agreement, the party who is contracting to receive services shall be referred to as "Client", and the party who will be providing the services shall be referred to as "Consultant".
Consultant has a background in technology strategy and is willing to provide services to Client based on this background.
Client desires to have services provided by Consultant.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Consultant will provide the following services (collectively, the "Services"): Technology Strategy
2. PERFORMANCE OF SERVICES.
a.The Consultant shall create plans and strategies that help client manage and develop technology assets.
b.The Consultant shall conduct research to know the technology needs of the client and the client's product. The consultant shall use that research to design approaches specific to the client's needs.
c.The Consultant shall interact with the stakeholders to translate technical information to be later used with the client's development team.
d.The Consultant shall take steps to organize meetings with stakeholders to discuss implementation roadmaps and instruct client on technical needs.
e.The Consultant shall work with the stakeholders to develop deliverables for client's needs and technology strategy.
The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work up to five (5) hours per month to fulfill Consultant's obligations under this Agreement. Additional hours may be available upon request at an hourly rate of $200/hr.
3. PAYMENT. Client fee schedule is a monthly subscription of $869 per month. This subscription will recur monthly until canceled by the client with a minimum of 30 days notice.
4. NEW PROJECT APPROVAL. Consultant and Client recognize that Consultant's Services may include working on various projects for Client. Consultant shall obtain the approval of Client prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party. Services will continue through the termination period and are non-refundable.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.
7. EMPLOYEES. Consultant's employees, if any, who perform services for Client under this Agreement shall also be bound by the provisions of this Agreement.
8. INJURIES. Consultant acknowledges Consultant's obligation to obtain appropriate insurance coverage for the benefit of Consultant (and Consultant's employees, if any). Consultant waives any rights to recovery from Client for any injuries that Consultant (and/or Consultant's employees) may sustain while performing services under this Agreement and that are a result of the negligence of Consultant or Consultant's employees.
9. ASSIGNMENT. Consultant's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Client.
10. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"):
a. Consultant's Intellectual Property. Consultant does not personally hold any interest in any Intellectual Property.
b. Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit A (if applicable), further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant (or Consultant's employees, if any) during the term of this Agreement shall be the property of Client. Consultant shall sign all documents necessary to perfect the rights of Client in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, Consultant shall sign all documents necessary to assign the rights to such Intellectual Property to Client.
11. CONFIDENTIALITY. Client recognizes that Consultant has and will have the following information:
- future plans
- business affairs
- process information
- trade secrets
- technical information
- customer lists
and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Information for Consultant's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Client. Consultant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Consultant has disclosed (or has threatened to disclose) Information in violation of this Agreement, Client shall be entitled to an injunction to restrain Consultant from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Client shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
14. RETURN OF RECORDS. Upon termination of this Agreement, Consultant shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Consultant's possession or under Consultant's control and that are Client's property or relate to Client's business.
15. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered via email per contact information given by Client or Consultant.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
17. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Georgia.
21. ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
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