File C5-84

ctober 2013
www.extension.iastate.edu/agdm

Sample Consulting Agreement

For an explanation of this agreement see Information File C5-83, Overview of Consulting Agreements.
This Consulting Agreement, dated effective November 4, 2014. This Agreement, is made and entered
into by and among Debenara Group (the Company) and Ravi Kumar Gupta (the Consultant).
ARTICLE 1
SCOPE OF WORK
1.1
Services. The Company has engaged Consultant to provide services in connection with the
Com-panys overall management and operational system. Consultant will help the organization
systematize its paperwork and reportings and also serve as management consultant for any improvement,
whatsoever. and such other services as described in Exhibit A (collectively, the consulting services).
1.2
Time and Availability. Consultant will devote 3 hours per day daily on all working days in
performing the services for the Company as stated herein. The timings will be as per the mutual
understanding of the consultant and the management.
Time(overtime or absenteeism) can be adjusted as per the mutual understanding of the company and the
consultant.
1.3
Confidentiality. In order for Consultant to perform the consulting services, it may be necessary for
the Company to provide Consultant with Confidential Information (as defined below) regarding the Companys business and products. The Company will rely heavily upon Consultants integrity and prudent
judgment to use this information only in the best interests of the Company.
1.4
Standard of Conduct. In rendering consulting services under this Agreement, Consultant shall
conform to high professional standards of work and business ethics. Consultant shall not use time, materials,
or equipment of the Company without the prior written consent of the Company. In no event shall Consultant
take any action or accept any assistance or engage in any activity that would result in any governmental body,
research institute or other person, entity, or organization acquiring any rights of any nature in the results of
work performed by or for the Company.
1.5
Outside Services. Consultant shall not use the service of any other person, entity, or organization in the
performance of Consultants duties without the prior written consent of an officer of the Company. Should the
Company consent to the use by Consultant of the services of any other person, entity, or organization, no
information regarding the services to be performed under this Agreement shall be disclosed to that person, entity,
or organization until such person, entity, or organization has executed an agreement to protect the confidentiality
of the Companys Confidential Information (as defined in Article 5) and the Companys absolute and complete
ownership of all right, title, and interest in the work performed under this Agreement.

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1.6 Reports. Consultant shall periodically provide the Company with written reports of his or her observations and conclusions regarding the consulting services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare a final report of Consultants activities.
ARTICLE 2
INDEPENDENT CONTRACTOR
2.1
Independent Contractor. Consultant is an independent contractor and is not an employee, partner,
or co-venturer of, or in any other service relationship with, the Company. The manner in which Consultants
services are rendered shall be within Consultants sole control and discretion. Consultant is not authorized to
speak for, represent, or obligate the Company in any manner without the prior express written authorization
from an officer of the Company.
2.2
Benefits. Consultant and Consultants employees will not be eligible for, and shall not participate
in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers'
compensation insurance shall be obtained by Company covering Consultant or Consultants employees.
ARTICLE 3
COMPENSATION FOR CONSULTING SERVICES
3.1
Compensation. The Company shall pay to Consultant Rs 15000(after tax) per month for services
rendered to the Company under this Agreement. The monthly compensation shall be paid on the first of the
month following the month the services were provided. The monthly compensation shall be paid regardless
of the number of consulting hours provided by Consultant in a particular month.
3.2
Reimbursement. The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are
not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage,
etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the
Company within 15 days of Consultants proper written request for reimbursement.
ARTICLE 4
TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of November 4, 2014, and shall continue in full force and
effect for 1 year. The Company and Consultant may negotiate to extend the term of this Agreement and the
terms and conditions under which the relationship shall continue.

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4.2
Termination. The Company may terminate this Agreement for Cause, after giving Consultant written
notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of this
Agreement in any respect, or materially breached any other provision of this Agreement and the breach
continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud,
misappropriation, or embezzlement in connection with the Company s business; (3) Consultant has been
convicted of a felony; or (4) Consultants use of narcotics, liquor, or illicit drugs has a detrimental effect on the
performance of his or her employment responsibilities, as determined by the Company.
4.3
Responsibility upon Termination. Any equipment provided by the Company to the Consultant in
connection with or furtherance of Consultants services under this Agreement, including, but not limited
to, computers, laptops, and personal management tools, shall, immediately upon the termination of this
Agreement, be returned to the Company.
4.4
Survival. The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination
of this Agreement and remain in full force and effect thereafter.

ARTICLE 5
CONFIDENTIAL INFORMATION
5.1
Obligation of Confidentiality. In performing consulting services under this Agreement, Consultant
may be exposed to and will be required to use certain Confidential Information (as hereinafter defined) of
the Company. Consultant agrees that Consultant will not and Consultants employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity,
or organization other than the Company, or disclose such Confidential Information without the written
authorization of the President of the Company, either during or after the term of this Agreement, for as long
as such information retains the characteristics of Confidential Information.
5.2
Definition. Confidential Information means information not generally known and proprietary to
the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source
codes, plans, devices or material, research and development, proprietary software, analysis, techniques,
materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the
business of the Company, any vendor names, customer and supplier lists, databases, management systems
and sales and marketing plans of the Company, any confidential secret development or research work of the
Company, or any other confidential information or proprietary aspects of the business of the Company. All
information which Consultant acquires or becomes acquainted with during the period of this Agreement,
whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be
Confidential Information, or which is treated by the Company as being Confidential Information, shall be
presumed to be Confidential Information.
5.3
Property of the Company. Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement,
are and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of
this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents
and tangible items, including samples, provided to Consultant or created by Consultant for use in connection
with services to be rendered hereunder, including, without limitation, all Confidential Information, together
with all copies and abstracts thereof.

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ARTICLE 6
RIGHTS AND DATA

All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the
Company by Consultant in connection with the services rendered under this Agreement shall belong exclusively to
the Company and shall be deemed to be works made for hire (the Deliverable Items). To the extent that any of
the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the
Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right
to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations
and similar protection which may be available in the Deliverable Items. Consultant agrees to give the Company or
its designees all assistance reasonably required to perfect such rights.

ARTICLE 7
CONFLICT OF INTEREST AND NON-SOLICITATION
7.1
Conflict of Interest. Consultant covenants and agrees not to consult or provide any services in any
manner or capacity to a direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by the Companys President
7.2
Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement,
Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated
party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting,
advising, or any other basis, other than on behalf of the Company any employee or independent contractor
employed by the Company while Consultant is performing services for the Company.
ARTICLE 8
RIGHT TO INJUNCTIVE RELIEF
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to
protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this
Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the
Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief,
including, but not limited to, injunctive relief, and to any other remedy that may be available under any
applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the
Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall
be proper modes of relief and are not to be considered as alternative remedies.
ARTICLE 9
GENERAL PROVISIONS
9.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of
competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of
the remaining provisions.

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9.2
Governing Law. This Agreement shall be governed by and construed in accordance with the internal
laws (and not the laws of conflicts) of the State.
9.3
Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire
understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all
prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.
9.4
Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relat-ing
to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with
proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute
resolution method under this Agreement. The decision and award determined by such arbitration will be final and
binding upon both parties. All costs and expenses, including reasonable attorneys fees and experts fees, of all
parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agree-ment will be
borne by the party determined to be liable in respect of such dispute; provided, however, that
if complete liability is not assessed against only one party, the parties will share the total costs in proportion
to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute,
both parties agree to continue performing their respective obligations under this Agreement until the dispute
is resolved.
9.5
Modification. No modification, termination, or attempted waiver of this Agreement, or any provision
thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
9.6
Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
9.7
Successors and Assigns. This Agreement may not be assigned by either party without the prior
writ-ten consent of the other party; provided, however, that the Agreement shall be assignable by the
Company without Consultants consent in the event the Company is acquired by or merged into another
corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and
inure to the parties hereto, their successors and assigns.
9.8
No Conflict. Consultant warrants that Consultant has not previously assumed any obligations
incon-sistent with those undertaken by Consultant under this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.
[COMPANY]

[CONSULTANT]

By: _____________________________________

By: _____________________________________

Its: _____________________________________

Its: ______________________________________

. . . and justice for all

The U.S. Department of Agriculture (USDA) prohibits discrimination in all its programs and ac-tivities
on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual
orientation, and marital or family status. (Not all prohibited bases apply to all programs.) Many materials
can be made available in alternative formats for ADA clients. To file a complaint of discrimination, write
USDA, Office of Civil Rights, Room 326-W, Whitten Building, 14th and Independence Avenue, SW,
Washington, DC 20250-9410 or call 202-720-5964.

Issued in furtherance of Cooperative Extension work, Acts of May 8 and November 30, 1914,
in cooperation with the U.S. Department of Agriculture. Cathann A. Kress, director,
Cooperative Extension Service, Iowa State University of Science and Technology, Ames, Iowa.