Counsulting Services Agreement {SAG-501}

CONSULTING SERVICES AGREEMENT This agreement is entered into (Insert the date), by and between the (Name of the Customer) having it?s business office at (address of the customer) (?Customer?) and (insert the name of the Consultant) having it?s business office at (address of the consultant) (?Consultant?) subject to the following terms and conditions. RECITALS This agreement is made and entered with respect to the following facts: A. Customer desires to retain Consultant to provide consulting services as hereinafter provided. B. Consultant desires to provide such services, subject to the following terms and conditions. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and of the mutual promises and conditions in this agreement, Customer and Consultant agree as follows: 1. Services. (a) Customer hereby retains Consultant to provide the following general services (the ?services?) for and behalf of the City and its affiliated entities: (Describe the services) The Customer and Consultant agree that it is difficult to specify each and every specific service the Consultant will be asked to perform during the term of this Agreement. (a) To that end, it shall be the responsibility of the Customer to specify the Services it will require the Consultant to provide and to cooperate with Consultant in the performance of the Services. It shall be the responsibility of Consultant to perform the Services requested by the City in a competent professional and efficient manner. (b) In order to facilitate the provision of the services, City shall provide Consultant with the assistance of Customer staff as needed and reasonably requested by Consultant and with specialized supplies and equipment as reasonably necessary for Consultant to perform the services. The Customer shall cooperate with Consultant?s reasonable requests, shall advise Consultant sufficiently in advance of all relevant deadlines and shall reasonably assist Consultant in meeting such deadlines. (c) There may arise, from time to time, financial subject areas about which the Consultant has limited or no knowledge or experience. Consultant will not provide services in those areas unless Customer is agreeable to provide for appropriate training of Consultant to become knowledgeable enough to effectively perform in said areas. 2. Compensation. In consideration of the provision of the services, the Customer shall compensate Consultant at the following rates: (insert the rates for services provided) 3. Term. This agreement shall become effective (insert date) and continue in effect through (insert date). Customer or Consultant may terminate this agreement at any time, for any reason, upon ten (10) days written notice to the non-terminating party at the addresses above. Consultant shall be paid for all services provided through the effective date of termination. 4. Subcontracts and Assignment. Consultant may not subcontract any portion of the services, nor may Consultant assign any rights or obligations under this agreement. 5. Customer Property. All correspondence, memoranda, records, files, plans, papers, notes, notebooks, reports, manuals, ideas, intellectual property, trademarks, copyrights, patents, computer software or hardware and other materials (regardless of their form) conceived or developed by Consultant, either alone or with others, with respect to which the equipment, supplies, facilities or confidential information of the Customer was used, or that result from any work performed by Consultant for the Customer, shall be the sole property of the Customer. Consultant shall immediately deliver all originals and copies of any such materials or matters that are either in Consultant?s possession or under Consultant?s control to Customer upon termination of this Agreement or upon request of the Customer. In addition to the foregoing, immediately upon termination of this agreement, Consultant shall cease using and shall surrender to Customer all keys to the Customer?s building, all methods of gaining access to the Customer?s premises, property or information, all cellular telephones and radios and all other property of the Customer. 6. Confidential Information. Consultant will gain access to confidential information that is not available to the general public. Consultant agrees that he will not at any time, for any reason, voluntarily disclose or discuss any such confidential, non-public information to or with any person without the Customer?s consent or without court order following expiration of all rights of appeal. 7. Independent Contractor. Consultant shall in all respects be an independent contractor and not an employee of Customer. In particular, Consultant shall receive no premium or enhanced pay for work normally understood as overtime; nor shall Consultant receive holiday pay, sick leave, administrative leave or pay for any other time not actually worked. Consultant shall not be eligible for benefits and shall receive no compensation from the Customer, except as expressly set forth in this agreement. From time to time during the term of this agreement, Consultant will be unavailable to perform the services outlined in this agreement. Consultant will be responsible to make appropriate arrangements to ensure that no interruption to the fiscal workflow of Customer occurs. Times of unavailability will be negotiated between Consultant and the Customer. It is acknowledged that Consultant will perform services primarily for the Customer. However, Consultant may, from time to time, contract to perform services for other entities so long as performance of said services in no way interfere or conflict with the performance of services for Customer 8. Limited Liability ? Indemnification. With regard to the services to be performed by Consultant pursuant to the terms of this Agreement, Consultant shall not be liable to Customer or to anyone who may claim any right due to their relationship with the Customer for any acts or omissions in the performance of said services on the part of Consultant, except when said acts or omissions of Consultant are due to Consultant?s willful misconduct. The Customer shall indemnify and hold Consultant free and harmless from any liability, obligations, costs, claims, damages and judgments, including attorneys? fees arising from or growing out of the services rendered to the City pursuant to the terms of this Agreement or in any way connected with the rendering of said services, except when the same shall arise due to the willful misconduct of Consultant and Consultant is adjudged to be guilty of willful misconduct by a court of competent jurisdiction. 9. Arbitration. Any controversy or claim arising out of or relating to this agreement, or the breach of this agreement, shall be resolved by arbitration by a single arbitrator in accordance with the provisions of the Competent Statute . 10. Entire Agreement. This agreement supersedes any and all other agreements either oral or in writing, between the parties hereto with respect to the relationship between Customer and Consultant, and contains all of the covenants and agreements between them with respect to that relationship. Each party to this agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no agreement, statement, or promise not contained in this agreement shall be valid or binding on either party. 11. Modification. Any modification of this agreement will be effective only if it is in writing and signed by both parties. 12. Partial Invalidity. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13. Law Governing. This agreement shall be governed and construed in accordance with the laws of the State of (insert name). Jurisdiction for any dispute arising out of or relating to this agreement shall be exclusively with the (name of the court). 14. Head