Handout 4

A Typical Consulting Contract

Dear _______________:

This letter is to confirm our mutual understanding with respect to the terms and conditions under which you agree to provide ("THE COMPANY"), directly or through its subsidiary, affiliated and associated companies, with services in a consulting capacity during the period beginning and ending (hereinafter referred to as the "CONSULTING PERIOD"), it being understood that this CONSULTING PERIOD may be extended by mutual agreement in writing.

1.
"Consulting capacity" herein means that you will provide THE COMPANY with the full benefit of your knowledge, experience and skill with respect to all questions and problems which THE COMPANY will stipulate in regard to statistical analyses.

2.
THE COMPANY acknowledges that other clients use your consulting services and it is understood and agreed that you are not to disclose to THE COMPANY any confidential information of other parties, including past and present clients. THE COMPANY will rely upon your ethical judgment to avoid conflicts of interest.

3.
You will make available to THE COMPANY at least one (1) day for consulting services in the consulting capacity stated herein. THE COMPANY shall not be obligated to utilize any specified number of days of such service and shall pay only for days of service actually provided.

4.
THE COMPANY agrees to pay you at the rate of ($______ ) an hour. It is understood and agreed that THE COMPANY will stipulate in advance in writing the places and locations where you will provide services in a consulting capacity. Payment for your services and expenses will be made upon submission by you and approval by THE COMPANY of an itemized account of the services provided, expenses incurred and payments due.

5.
During the discussions leading up to this Agreement and during the CONSULTING PERIOD and any extensions thereof you have acquired and will acquire from THE COMPANY information which THE COMPANY considers to be proprietary and confidential, for example, information with respect to materials, compounds, formulations, samples, processes, methods, apparatus, operations and present and future plans of THE COMPANY. You agree to keep confidential and not to use, except in connection with services in a consulting capacity provided THE COMPANY, all such information, as well as all information developed by you as a result of your services to THE COMPANY under this Agreement, and not to divulge any such information to others at any time. Upon termination of this Agreement or at any other time THE COMPANY requests, you will transmit to THE COMPANY any written, printed or other materials embodying such information, including all copies, excerpts thereof, and samples given to you or prepared by you in connection with your work for THE COMPANY under this Agreement. These obligations on your part with respect to THE COMPANY information shall continue at all times beyond the CONSULTING PERIOD and any extensions thereof.

Notwithstanding the above, this Agreement shall not restrict your use or disclosure of information which:

(1) is or later becomes publicly known through no fault of yours;

(2) was already known to you as evidenced by your written records at the time of its receipt from THE COMPANY; or

(3) is lawfully and in good faith made available to you without restriction on disclosure or use by a third party.

Specific information disclosed to you by THE COMPANY shall not be deemed to be available to the public or in your prior possession merely because it is embraced by more general information available to the public or in your prior possession.

6.
Any and all information, inventions and discoveries, whether or not patentable, which you develop, conceive and/or make:

(1) within the CONSULTING PERIOD and any extensions mutually agreed upon and which are related to any questions or problems with respect to which THE COMPANY has utilized your services under this Agreement, and/or

(2) as a result of confidential information received from THE COMPANY,

shall be the sole and exclusive property of THE COMPANY. You will, upon request of THE COMPANY, promptly execute any and all applications, assignments or other instruments which THE COMPANY shall deem necessary or useful in order to apply for and obtain patent protection worldwide for said inventions and discoveries, and in order to assign and convey to THE COMPANY the sole and exclusive right, title and interest in and to said inventions and discoveries and patent applications and patents thereon. THE COMPANY will bear the costs of preparation and filing of all said patent applications.

7.
While providing services for THE COMPANY in a consulting capacity you will be acting as an independent contractor and not as an employee or agent of THE COMPANY and you will not be entitled to any of the benefits, direct or indirect, of an employee of THE COMPANY.

8.
The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed and construed in accordance with the laws of the State of ________ .

9.
The parties agree that all works created pursuant to this Agreement are deemed to be assigned to THE COMPANY, including all copyrights throughout the world. You agree to execute any documents deemed necessary by THE COMPANY to record said assignments. You shall also secure for THE COMPANY the assignment of copyrights in any work created by others pursuant to this Agreement, and shall notify THE COMPANY prior to commencing any activity toward creation if the copyright of any such work cannot be secured. The parties agree that all works made for hire under this Agreement shall vest in THE COMPANY.

10.
THE COMPANY will not be liable for any loss, injury or damage incurred by you or by third parties as a result of your performance of the services, including any loss, injury or damage resulting from the negligent or willful act or omission by you. You shall indemnify and hold THE COMPANY harmless from any liability, loss, cost, and expense (including attorneys' fees and costs) incurred by THE COMPANY as a result of your breach of this agreement, negligence or willful misconduct. This obligation shall survive the expiration or earlier termination of this agreement.

If the foregoing terms and conditions meet with your understanding and approval, please show your acceptance and agreement by signing this letter in duplicate at the place indicated below.

Very truly yours,

By: By:

Title: Title:

SS#:

1.	"Consulting capacity" herein means that you will provide THE COMPANY with the full benefit of your knowledge, experience and skill with respect to all questions and problems which THE COMPANY will stipulate in regard to statistical analyses.
2.	THE COMPANY acknowledges that other clients use your consulting services and it is understood and agreed that you are not to disclose to THE COMPANY any confidential information of other parties, including past and present clients. THE COMPANY will rely upon your ethical judgment to avoid conflicts of interest.
3.	You will make available to THE COMPANY at least one (1) day for consulting services in the consulting capacity stated herein. THE COMPANY shall not be obligated to utilize any specified number of days of such service and shall pay only for days of service actually provided.
4.	THE COMPANY agrees to pay you at the rate of ($______ ) an hour. It is understood and agreed that THE COMPANY will stipulate in advance in writing the places and locations where you will provide services in a consulting capacity. Payment for your services and expenses will be made upon submission by you and approval by THE COMPANY of an itemized account of the services provided, expenses incurred and payments due.
5.	During the discussions leading up to this Agreement and during the CONSULTING PERIOD and any extensions thereof you have acquired and will acquire from THE COMPANY information which THE COMPANY considers to be proprietary and confidential, for example, information with respect to materials, compounds, formulations, samples, processes, methods, apparatus, operations and present and future plans of THE COMPANY. You agree to keep confidential and not to use, except in connection with services in a consulting capacity provided THE COMPANY, all such information, as well as all information developed by you as a result of your services to THE COMPANY under this Agreement, and not to divulge any such information to others at any time. Upon termination of this Agreement or at any other time THE COMPANY requests, you will transmit to THE COMPANY any written, printed or other materials embodying such information, including all copies, excerpts thereof, and samples given to you or prepared by you in connection with your work for THE COMPANY under this Agreement. These obligations on your part with respect to THE COMPANY information shall continue at all times beyond the CONSULTING PERIOD and any extensions thereof. Notwithstanding the above, this Agreement shall not restrict your use or disclosure of information which: (1) is or later becomes publicly known through no fault of yours; (2) was already known to you as evidenced by your written records at the time of its receipt from THE COMPANY; or (3) is lawfully and in good faith made available to you without restriction on disclosure or use by a third party. Specific information disclosed to you by THE COMPANY shall not be deemed to be available to the public or in your prior possession merely because it is embraced by more general information available to the public or in your prior possession.
6.	Any and all information, inventions and discoveries, whether or not patentable, which you develop, conceive and/or make: (1) within the CONSULTING PERIOD and any extensions mutually agreed upon and which are related to any questions or problems with respect to which THE COMPANY has utilized your services under this Agreement, and/or (2) as a result of confidential information received from THE COMPANY, shall be the sole and exclusive property of THE COMPANY. You will, upon request of THE COMPANY, promptly execute any and all applications, assignments or other instruments which THE COMPANY shall deem necessary or useful in order to apply for and obtain patent protection worldwide for said inventions and discoveries, and in order to assign and convey to THE COMPANY the sole and exclusive right, title and interest in and to said inventions and discoveries and patent applications and patents thereon. THE COMPANY will bear the costs of preparation and filing of all said patent applications.
7.	While providing services for THE COMPANY in a consulting capacity you will be acting as an independent contractor and not as an employee or agent of THE COMPANY and you will not be entitled to any of the benefits, direct or indirect, of an employee of THE COMPANY.
8.	The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed and construed in accordance with the laws of the State of ________ .
9.	The parties agree that all works created pursuant to this Agreement are deemed to be assigned to THE COMPANY, including all copyrights throughout the world. You agree to execute any documents deemed necessary by THE COMPANY to record said assignments. You shall also secure for THE COMPANY the assignment of copyrights in any work created by others pursuant to this Agreement, and shall notify THE COMPANY prior to commencing any activity toward creation if the copyright of any such work cannot be secured. The parties agree that all works made for hire under this Agreement shall vest in THE COMPANY.
10.	THE COMPANY will not be liable for any loss, injury or damage incurred by you or by third parties as a result of your performance of the services, including any loss, injury or damage resulting from the negligent or willful act or omission by you. You shall indemnify and hold THE COMPANY harmless from any liability, loss, cost, and expense (including attorneys' fees and costs) incurred by THE COMPANY as a result of your breach of this agreement, negligence or willful misconduct. This obligation shall survive the expiration or earlier termination of this agreement.