Sample Consulting Agreement

CONSULTING AGREEMENT This Consulting Agreement ("Agreement”) effective ____________________, by and between Aspen Wireless Technologies, LLC, DBA Aspen Smart Networks a Michigan Corporation with its principal place of business at 8521 S Bohemian Road, Maple City, MI 49664 (“Aspen”) and __________________________ with its principal place of business at ____________________________________(“Client”). 

WHEREAS, Client is desirous of obtaining technical advice and counseling concerning telecommunications, and Aspen is uniquely skilled for rendering this advice and counseling for the benefit of Client; 

In consideration of good and valuable consideration the receipt and sufficing of which are hereby acknowledged, Aspen and Client agree as follows: 

Each task to be performed by Aspen pursuant to this Agreement shall be set forth in a proposal to be attached to this Agreement as an Addendum hereto. 

Each proposal shall contain a description of the task to be performed by Aspen, the fee to be paid to Aspen for the work performed pursuant to the proposal, the anticipated completion date(s) of the task, and such other terms and conditions as the Parties shall determine, 

At all times during the performance of this Agreement and thereafter, Client will hold in strict confidence and will not disclose any of Aspen’s Proprietary Information, except as required by law. The term “Proprietary Information” as used herein shall mean any and all confidential and/or proprietary knowledge, data, or analysis provided by Aspen to Client, including spreadsheets, financial models, cost information, strategic planning documents, pricing, processes, formula, data, programs, designs, or the skill, knowledge know-how and experience of Aspen, its agents and employees. In addition, Aspen shall retain all rights, titles, and interests in and to all presently developed analyses, models, techniques, and recommendations developed by Aspen. 

At all times during the performance of this Agreement and thereafter, Aspen, will hold in strict confidence and will not disclose any of Client’s Proprietary Information, except as such disclosure may be required in connection with any task or work performed for Client or in any legal proceeding, or unless an officer of Client expressly authorizes such disclosure. 

Aspen neither assumes nor accepts any liability to Client or its customers with respect to the quality or sufficiency of any results achieved by the use of the services contemplated herein or the related work product furnished to Client. 

Aspen assumes no liability in contract, tort, strict liability, or otherwise to Client exceeding the amount actually paid to Aspen by Client pursuant to this Agreement, nor shall Aspen be liable for any indirect, special, or consequential damages to Client. Each party shall indemnify, defend, release, and hold harmless the other party from and against any action, claim, court cost, damage, demand, expense, liability, loss penalty, proceeding, or suit, together with related attorney’s fees and costs, (collectively “Claims”) for misrepresentations made under this or related to this Agreement or any Supplement, damage to property or personal injuries, including death, as a result of an intentional or negligent act or omission on the part of the indemnifying party in connection with the performance of this Agreement. 

This Agreement shall be interpreted and enforced in accordance with the laws of the State of ___________________________. 

If any Notice is to be provided pursuant to the terms of this Agreement, such notice shall be in writing and shall be hand delivered against a receipt or sent by postage prepaid, registered or certified mail, return receipt requested, as follows: 

If to Aspen, to:

Aspen Wireless Technologies, LLC

DBA Aspen Smart Networks - Principal

8521 S. Bohemian Road 

Maple City, MI 49664 

 

If to Client, to:

_________________ 

_________________ 

_________________ 

 

This Agreement will be binding upon the Parties’ heirs, executors, administrators, and other legal representatives, successors, and assigns. 

In case any of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect. Such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 

The non-disclosure provisions of this Agreement shall survive the termination of the Agreement, regardless of the reason for termination. 

No waiver by Aspen of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Aspen of any right under this Agreement shall be construed as a waiver of any other right. Aspen shall not be required to give notice to enforce strict adherence to all terms of this Agreement. 

This Agreement contains all the terms and conditions agreed on by the parties, and no other agreements, oral or otherwise, regarding the subject matter of this contract, shall be deemed to exist or bind any of the parties, and any modification to this Agreement shall be in writing signed by both parties hereto.