Notes

Terms & Conditions (Plug & Play)
This Consulting Agreement (the “Agreement”), is between [COMPANY NAME], with
offices located at [COMPANY ADDRESS] (“Company”), and
__________________________, an individual with a physical address of
____________________________________ (“Consultant”) (collectively, the “Parties” and
each, a “Party”).
WHEREAS, the Consultant has certain expertise in [OUTLINE SCOPE OF EXPERTISE
i.e. advertising and marketing on social media]; and
WHEREAS, Company desires to have Consultant provide services to [OUTLINE
GENERAL SCOPE OF SERVICES i.e. provide social media marketing and advertising
campaigns] under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Work to be performed and services to be rendered.
A. During the term of this Agreement, Consultant shall perform the work and
render the services set forth as follows:
____________________________________________.
B. All work to be performed and services to be rendered hereunder shall be
under the general supervision of a designated Company representative.
C. All work to be performed and services to be rendered hereunder shall be
deemed accepted by the Company, if not rejected within fifteen (15) days of
submission to Company. If the Company rejects the services and/or any
deliverable required hereunder, the Company shall provide detailed
information for the rejection, and Consultant shall promptly correct such
services and/or deliverable and resubmit the same to the Company for
acceptance in accordance with the provisions of this Paragraph.
D. The services to be rendered hereunder shall be performed by the Consultant,
but such services may be subcontracted or otherwise performed by third
parties on behalf of Consultant without the prior written permission of the
Company.
2. Rights in the work product and background rights.
A. Consultant hereby grants to Company, and Company hereby accepts, an
unlimited, unrestricted, royalty-free, fully paid-up, worldwide and nonexclusive right and license to the work product and all proprietary rights
therein or based thereon
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B. Consultant shall cooperate with Company or its designees and execute all
documents prepared by Company to affect the foregoing. Such execution
shall be at no additional compensation to Consultant; provided, however,
Company shall reimburse Consultant for reasonable out-of-pocket expenses
incurred.
3. Compensation.
A. As compensation in full for the successful performance of the work and
services to be performed hereunder including the grand of rights and licenses
in and to work product and background rights, Company shall pay Consultant
a onetime fixed fee of $______________.
B. Company shall reimburse Consultant for all expenses incurred, including
travel expenses, in the course of the performance of work and services. These
expenses shall be approved with prior written consent by the Company.

4. Terms of Payment.
A. Payment of initial fixed fee shall a from auto billed from the credit card
provided by Company on the signing of this Agreement.
B. Reimbursement for all expenses incurred shall be auto billed from the same
credit card on file within one day of an invoice of said expenses being
provided to the Company by the Consultant.
C. All payment is final and no refunds to payment shall be granted under any
circumstances.
5. Confidentiality.
A. Consultant agrees that the work product is the sole and exclusive property of
the Company, and Consultant shall treat the work product on a confidential
basis, and not disclose it to any third party or use it for the benefit of other
than the Company. Consultant shall take reasonable steps and make
reasonable efforts and precautions to ensure the confidentiality of the work
product.
B. Consultant shall treat as confidential and not disclose or use for the benefit of
any party other than the Company any and all information made available or
disclosed to Consultant as a result of or related to this Agreement.
Terms & Conditions (Plug & Play)
C. Consultant agrees to inform the Company in writing immediately, in the
event that any information related to the work product is inadvertently
divulged to any third party. Such writing shall describe the work product
information or objects divulged.
D. Consultant agrees that, for a period of one (1) year from the date of the end of
this Agreement, or for a period of one (1) year after the date of termination of
this Agreement, Consultant shall hold all information related to the work
product as confidential and shall not use such information related to the work
product in any way that would be detrimental to the Company.
E. Consultant agrees that, within seven (7) days after the term or termination of
this Agreement, Consultant shall return all information and objects related to
the work product to the Company.
6. Term of Agreement.
A. This Agreement shall be for a period of ____________ from the Effective Date,
unless terminated as provided herein.
B. The term of any right or licenses under proprietary rights granted to Company
as a result of or related to this Agreement shall be for the full term of such
proprietary rights.
7. Warranties and representations.
A. For the term of this Agreement, that Consultant shall not assume any
obligation, employment or restriction that would in any way interfere or be
inconsistent with the services to be performed under this Agreement;
B. The work product is original work developed pursuant to this Agreement;
C. The work product was created solely by the Consultant or a subcontractor or
third party working at the direction of the Consultant;
D. The work product, in whole or in part, does not infringe any patents,
copyrights, trade secrets or other proprietary rights of third parties, and
Consultant has received no claims or charges of such infringement by the
work product or any portion thereof, and Consultant has no reason to believe
that the work product, in whole or in part, may infringe the patents,
copyrights, trade secrets or other proprietary rights of third parties;
E. Consultant has the authority to enter into this Agreement and to perform all
obligations hereunder, including, but not limited to, the grant of rights and
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licenses to the work product and background rights and all proprietary rights
therein or based thereon; and
F. Consultant has not granted any rights or licenses to third parties under work
product or any portion thereof.
8. Termination.
A. This Agreement may be terminated by either party upon the occurrence of
any of the following events, and the terminating or cancelling party shall have
no liability to the other party for the exercise of such right or termination:
1. By either party, in the event the other party has breached a covenant,
obligation or warranty under this Agreement and such breach remains
uncured for a period of thirty (30) days after notice thereof is sent to
such other party;
2. By either party, if the other party ceases to conduct business;
3. After the initial three-month period, by Client for Client’s convenience
on thirty (30) days’ prior written notice to Company.
B. In the event either party terminates this Agreement pursuant to this
Paragraph, all payment is final, and no refund will be granted.
9. Indemnification.
A. Consultant hereby indemnifies and agrees to defend and hold harmless the
Company, its partners, directors, officers, affiliates, employees and agents,
from and against any damages, losses, costs and expenses (including, without
limitation, attorneys’ fees) suffered by either Party, as a result of a breach of
this Agreement by Consultant or suffered as a result of the enforcement by
the Company of this Agreement against Consultant.
B. If the Company shall prevail in any action at law or in equity to enforce the
provisions of this Agreement against Consultant, Consultant shall pay the
Company’s costs and expenses (including, without limitation, attorneys’ fees)
incurred by the Company in enforcing this Agreement against Consultant.
C. Likewise, if the Consultant shall prevail in any action at law or in equity to
enforce the provisions of this Agreement against Company, Company shall
pay the Consultant’s costs and expenses (including, without limitation,
attorneys’ fees) incurred by the Consultant in enforcing this Agreement
against Company.
Terms & Conditions (Plug & Play)
10. Miscellaneous Provisions.
A. Entirety of Agreement. This Agreement constitutes the entire agreement of
the Parties hereto concerning the subject matter hereof and supersedes any
prior oral or written agreements pertaining to the subject matter of this
Agreement. This Agreement may not be modified, changed or discharged in
whole or in part, except in a separate agreement in writing signed by
Company and the Client.
B. Severability. If any provision of this Agreement (including any sentence,
clause or word), or the application thereof to any person, place or
circumstance, shall be determined by a court of competent jurisdiction to be
invalid or unenforceable for any reason, (a) the remaining provisions of this
Agreement shall continue in full force and effect, unaffected by such
determination, (b) the court making such determination shall have the power
to, and the Parties hereby request the court to, modify such provision (by
providing for or adjusting the scope and/or duration of any rights or
restrictions or otherwise) to the minimum extent necessary so that such
provision becomes legal, valid and enforceable to the maximum extent
permitted by law and (c) such determination shall apply only in the
jurisdiction of such court and shall not alter, modify or affect such provision or
any other provision in any other jurisdiction.
C. Governing Law. This Agreement and all matters relating hereto are governed
by, and construed in accordance with, the laws of the United Kingdom,
without regard to the conflict of laws provisions of either. Any legal suit,
action, or proceeding relating to this Agreement must be instituted in the
courts located in the City of London. Each Party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action, or proceeding.
[THIS MAY NEED TO BE ADJUSTED DEPENDING ON LOCATION AND
CHOICE OF VENUE]
D. Amendments and Modifications. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, will be
binding upon either Party unless made in writing and signed by a duly
authorized representative of each Party.
E. Limitation of Relationship. Nothing contained herein shall create a joint
venture between, or partnership among the Parties.
F. Headings. The headings in this Agreement are for reference only and shall not
affect the interpretation of the Agreement.
G. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement
Terms & Conditions (Plug & Play)
delivered by facsimile, email, or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of
the two dates below, that date being the Effective Date.

CONSULTANT CLIENT
By __________________________
Date ________________________
By __________________________
Date ________________________