XYZ ASSOCIATES, INC.
STANDARD CONTRACT
This Agreement is made this 1st day of March, 2003, between Client Company, Inc. ("Client"), having its principal place of business at 321 Some Street, Boston, MA 02102 and XYZ Asscoiatess, Inc. ("XYZ Associates"), having its principal place of business at 1234 Other Street, Providence, RI 02903. In consideration of Client retaining XYZ Associates to conduct an independent study for Client, it is agreed as follows:
1. Compensation and Term
Client hereby retains XYZ
Associates and XYZ Associates hereby agrees to perform the following
services: Consulting services of XYZ Associates as required by
Client, through May 1st, 2003. XYZ Associates will at various times
perform services at Client's headquarters, at other Client
facilities, or at XYZ Associates facilities, as directed by Client.
XYZ Associates will perform the services at various times and for
various durations as directed by Client.
The following fees shall apply:
$X per hour for services when less than 25 hours of services are performed in a 90 day period. $X per hour for services when more than 25 but less than 150 hours of services are performed in a 90 day period.
$X per hour for services when more than 150 hours of services are performed in a 90 day period.
Reasonable and necessary business and travel expenses actually incurred by XYZ Associates shall be reimbursed by Client upon submission of expense reports with back-up documentation, except that no travel expenses shall apply for assignments within a 100 mile radius of downtown Providence. All such expenses in excess of $25 and all travel plans must be approved in advance by Client.
XYZ Associates shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall make full payment for services within thirty days of invoice. If XYZ Associates brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.
This Agreement shall commence on
the date stated above, and shall remain in effect until all
obligations under this Agreement have been properly completed. Either
party to this Agreement may terminate this Agreement with or without
cause by providing at least seven days written notice to the other
party.
2. Warranties by XYZ
Associates
XYZ Associates represents and
warrants to Client that it has the experience and ability to perform
the services required by this Agreement; that it will perform said
services in a professional, competent and timely manner; that it has
the power to enter into and perform this Agreement; and that its
performance of this Agreement shall not infringe upon or violate the
rights of any third party or violate any federal, state and municipal
laws. However, Client will not determine or exercise control as to
general procedures or formats necessary to have these services meet
Client's satisfaction.
3. Insurance
XYZ Associates shall obtain and
maintain during the term of this Agreement insurance, including
worker's compensation, motor vehicle, and comprehensive general
liability.
4. Independent Contractor
XYZ Associates acknowledges that
the services rendered under this Agreement shall be solely as an
independent contractor. XYZ Associates shall not enter into any
contract or commitment on behalf of Client. XYZ Associates further
acknowledges that it is not considered an affiliate or subsidiary of
Client, and is not entitled to any Client employment rights or
benefits. It is expressly understood that this undertaking is not a
joint venture.
5. Confidentiality
XYZ Associates recognizes and
acknowledges that this Agreement creates a confidential relationship
between XYZ Associates and Client and that information concerning
Client's business affairs, customers, vendors, finances, properties,
methods of operation, computer programs, and documentation, and other
such information, whether written, oral, or otherwise, is
confidential in nature. All such information concerning Client is
hereinafter collectively referred to as "Confidential
Information."
6. Non-Disclosure
XYZ Associates agrees that, except
as directed by Client, it will not at any time during or after the
term of this Agreement disclose any Confidential Information to any
person whatsoever and that upon the termination of this Agreement it
will turn over to Client all documents, papers, and other matter in
its possession or control that relate to Client. XYZ Associates
further agrees to bind its employees and subcontractors to the terms
and conditions of this Agreement.
7. Grant
XYZ Associates agrees that its work
product produced in the performance of this Agreement shall remain
the exclusive property of Client, and that it will not sell,
transfer, publish, disclose or otherwise make the work product
available to third parties without Client's prior written consent.
Any rights granted to XYZ Associates under this Agreement shall not
affect Client's exclusive ownership of the work product.
8. Office Rules
XYZ Associates shall comply with
all office rules and regulations, including security requirements,
when on Client premises.
9. Conflict of Interest
XYZ Associates shall not offer or
give a gratuity of any type to any Client employee or agent.
10. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Rhode Island.
11. Entire Agreement and
Notice
This Agreement contains the entire
understanding of the parties and may not be amended without the
specific written consent of both parties. Any notice given under
this Agreement shall be sufficient if it is in writing and if sent by
certified or registered mail.
IN WITNESS WHEREOF, Client and XYZ Associates have duly executed this Agreement as of the day and year first above written.
XYZ ASSOCIATES, INC.
By:
Name:
Title:
Date:
CLIENT
By:
Name:
Title:
Date: