attorneys often prefer to review our Engagement Agreement
sooner rather than later. Please feel free to copy and paste the
following agreement. It will illustrate the simplicity of our
prospective relationship, while covering all the bases. Please
note that it comprises a solid confidentiality agreement.
Engagement Agreement
This Agreement is made this [---] day of [---], 2004, between [company], a [state or country] corporation,
with its principal place of business at [location] (hereinafter the “Company”) and Analytics Network,
LLC, with its principal place of business at 154 Norfolk Road, Litchfield, CT 06759-1601, (hereinafter,
the “Consultant”).
1. Purpose of Agreement, Scope of Work
1.1 Under this agreement, the Consultant shall provide certain consulting services (the
“Engagement”) to the Company, as described in the attached letter, Appendix A
1.2 Consultant shall report to [name], the Company’s [title], and shall provide specific consulting
services as described in Appendix A, as amended. Consultant agrees to perform the services
described herein with that standard of care, skill, and diligence normally provided by a professional
person in the performance of such consulting services.
2. Completion, Termination
2.1 The Engagement shall be deemed completed upon the written notification of the person
named in paragraph 1.2, above.
2.2 Either the Company or the Consultant may elect to terminate this Agreement upon five
working days prior written notice. In the event of such termination, the Company shall immediately pay
Consultant all sums owed Consultant hereunder through the effective date of termination.
3. Compensation
3.1 The Company will pay Consultant an hourly fee of $----, payable monthly in arrears. Consultant
will be required to invoice Company for each payment, and payment shall be due within five business
days of the receipt of invoices. Each invoice will indicate the Consultant’s federal tax identification
number, 06-1635232.
3.2 A retainer, comprising an advance on the first eight hours of work is due at the date of signing
of this Agreement.
3.3 A success fee calculated as [-----] shall be payable upon completion of this engagement,
based on the following achievement(s) having been met: [------].
3.4 The Company shall reimburse Consultant for any necessary out-of-pocket and travel expenses
authorized by the person named in paragraph 2.1, above. For all such expenses, Consultant shall
prepare an expense report itemizing the amount of each expense incurred, including, as appropriate,
transportation, lodging, meals, sundry and telecommunications. All expense reports shall be
accompanied by valid receipts. The request for reimbursement must take the form of an invoice to the
Company.
4. Confidentiality
4.1 In performing services under this Agreement, the Consultant shall come in contact with certain
confidential and proprietary information of the Company. The Consultant agrees that Consultant will
not divulge to third parties, without the prior written consent of the Company, any information obtained
from the Company in connection with the performance of services under this Agreement unless: (a)
the information is known to the Consultant prior to obtaining the same information from the Company;
(b) the information is, at the time of disclosure by the Consultant then in the public domain; or (c) the
information is obtained by the Consultant from a third party who did not receive the same information,
directly or indirectly, from the Company.
4.2 Consultant further agrees that Consultant will not, without the prior written consent of the
Company, disclose to any third party any information developed or obtained by the Consultant in the
performance of services under this Agreement, except to the extent that said Information falls within
one of the categories described in paragraph 4.1 (a), (b), or (c), above.
4.3 Consultant agrees that the confidentiality provisions of this Agreement shall extend beyond the
termination of the Agreement for a period of five years.
5. Ownership
5.1 All materials and work product conceived or developed by Consultant in connection with
services for the Company hereunder, shall become the property of the Company when prepared,
whether delivered to the Company or not, and shall, together with any materials furnished to
Consultant by the Company hereunder, be delivered to the Company upon request and, in any event,
upon termination of this Agreement.
5.2 The Company shall have a permanent, assignable, non-exclusive, royalty-free license to use
any concept or work product furnished or supplied to the Company by Consultant, or otherwise
conceived and/or developed or produced by Consultant at the request of the Company hereunder. If
requested by the Company, Consultant agrees to do all things necessary, at the company’s sole cost
and expense, to obtain copyrights on any products or writings conceived and or developed or produced
by Consultant in the performance of services under this Agreement to the extent that same may be
copyrighted, and further agrees to execute such documents as may be necessary to implement and
carry out the provisions of this paragraph.
6. Relationship of Parties
6.1 In performing services under this Agreement, Consultant shall operate as, and have the status
of, an independent contractor and shall not act or be an agent or employee of the Company. For this
reason, all of Consultant’s services shall be at consultant’s own risk, and Consultant shall not be
entitled to Workers’ Compensation or to participate in any pension plans, bonus, stock, or similar
benefits or other insurance protection provided by the Company for its employees.
6.2 The Consultant shall have no authority to enter into agreements, make representations,
otherwise bind, or be an agent for the Company. In addition, Consultant agrees not to engage in such
acts or otherwise conduct itself to create the appearance of having authority to bind the Company.
Consultant agrees to indemnify and hold harmless for any of Consultant’s acts beyond Consultant’s
express authority.
7. Hold Harmless
7.1 Parties agree to indemnify and hold each other harmless against any and all claims by third
parties (including attorney fees) resulting from injury of any kind or nature whatever to all persons and
to all property (including loss of use thereof) arising out of the negligence of either party.
8. Governing Law, Mandatory Arbitration
8.1 Any claim or dispute arising out of or relating to this agreement shall be governed by the law of
the State of New York.
8.2 Any claim or dispute arising out of or relating to this agreement shall be settled by arbitration
before the American Arbitration Association, New York, New York.
9. Entire Agreement
9.1 This Agreement, together with Appendix A, embodies the entire agreement and understanding
between the parties hereto and understandings relating to the subject matter hereof. If any provision
of this Agreement is determined to be invalid or unenforceable in any respect, such determination
shall not effect such provision in any other respect, which will remain in full force and effect.
10. Amendment, Waiver
10.1 No amendment or waiver of this Agreement shall be effective unless in writing and signed by
each party.
10.2 This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Connecticut applicable to contracts executed in and to be performed in that state.
10.3 The parties hereto waive any and all right to trial by jury with respect to any claim or action
arising out of this agreement or conduct in connection with this Agreement.
11. Notices
11.1 All notices and other communications required to be given under this Agreement shall be in
writing and shall be deemed to have been given or made when delivered personally or mailed first
class, postage prepaid, to the parties at the address set forth below, unless by such notice a different
address shall have been designated:
11.2 If to the Company: [---]
11.3 If to the Consultant: PO Box 1601, Litchfield, CT 06759-1601
12. Counterparty Execution
12.1 This Agreement may be executed in two counterparts.
IN WITNESS WHEREOF, this Agreement consisting of three pages and an Appendix A, is executed
and made effective as of the date first written above.
Analytics Network, LLC [Company]
By: By:
Ralph White [Name]
Managing Member [Title]
