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STEPHEN MALM CONSULTING & S ERVICES 818-704-1975 steve@malmz.

.com fax 425-988-9972 Consulting Agreement This Consulting Agreement hereby is entered into by and between ______________________________________________ ("Client") which currently maintains offices at _______________________________________________ and Stephen Malm Consulting and Services ("Malm") who currently resides at 24020 Mobile Street, West Hills CA 91307. Whereas: (A) Client (description of business)________________________________________________________________________. (B) Client desires to ___________________________________________________________________________________. (C) Malm has considerable experience in ___________________________________________________________________. (C) Client desires to retain Malm's services to establish the aforementioned procedures for Client; and (D) Malm desires to be retained by Client on the terms and conditions set forth below. THE PARTIES HEREBY AGREE AS FOLLOWS: (1) Services to be Provided by Malm to Client:

(2) Work Schedules: (A) The parties understand and agree that for all purposes of this Agreement and the services to be rendered pursuant thereto, Malm is an independent contractor. Malm thus shall determine the manner in which his services are to be rendered. (B) Provided that the tasks assigned to Malm are completed by deadlines established by Client, Malm shall have complete discretion to determine his work schedule at Client. (C) Client understands that while Malm is servicing Client, he also may service other clients, as well. (D) Regardless of any other provision herein, Malm shall be available at all times via phone/voice mail at 818-704-1975 or cellular phone at 818-929-5404. (3) Hourly Charges, Disbursements and Billings. (A) Client shall pay a Malm a retainer fee of _________________________________ before any services are rendered. The retainer fee shall be applied against the final bill at the termination of this agreement. (B) Malm shall bill Client in one half (1/2) hour increments. Neither party, however, shall require a weekly minimum of the other. (C) Malm will charge Client $_______________________ per half hour / $_________________________ per hour for his services. (D) Client shall reimburse Malm for all Malm's "out of pocket" expenses that are reasonably related to the services which Malm is expected to render to Client. Malm shall bill his out-of-pocket disbursements to Client at Malm's cost. Such expenses shall include, but not be limited to: (i) all materials and outsourced services necessary to complete tasks for Client. (ii) all long distance telephone calls; and (iii) all non-routine travel expenses, including hotels and related meals. (E) Malm may not (i) purchase any computer hardware or software item, and/or (ii) outsource any service on Client's behalf that cost in excess of $___________________ without the express authorization of _______________________________. (F) Client shall pay Malm's invoices within fifteen (15) days of receipt thereof. (4) Term of Agreement: This agreement is for the term of _______________________________________________________________________. (5) Confidentiality. (A) Malm acknowledges that during the course of rendering his services, he will be given access to Clients proprietary information including, but not limited to, customer lists, trade secrets, product prices, discounting policies, marketing strategies, and licensors which have licensed various intellectual properties rights to Client. (B) Malm understands and agrees that under no circumstances will he disclose any of Clients Proprietary Information of any nature whatsoever to any third party without Client's express, written consent.

240 20 MOBILE S TREET W EST H ILLS, CA 9 13 07

143690031.DOC

STEPHEN MALM CONSULTING & S ERVICES 818-704-1975 steve@malmz.com fax 425-988-9972 (C) Upon the termination of this agreement, Malm shall return to Client any and all records, notes, data memoranda, models and equipment of any nature that Client provided to Malm in order to enable him to perform the services that Malm is to render pursuant to this agreement. (D) This provision shall survive the termination of the agreement, regardless of the reason for such termination. (6) Malm's Employees or Agents. This agreement shall apply in full force and effect to any of Malm's employees or subcontractors. (7) Notices. All notices required under this agreement shall be in writing and delivered to the following: For Client _______________________ _______________________ _______________________ For Stephen Malm Consulting and Services Stephen Malm Consulting and Services 24020 Mobile Street West Hills, CA 91307

(8) Entire Agreement: Amendments. (A) This document represents the entire agreement between the parties, and fully supersedes any prior written or oral agreements between the parties. (B) This agreement may be modified only by a written amendment which has been signed by both parties. If an alleged modification has not been reduced to writing and a dispute thereafter arises as to the terms of the alleged modification, such alleged modification shall be of no force or effect whatsoever. (9) Pertinent Law. This Agreement shall be interpreted according to the laws of the State of California. (10) The failure by either party in any instance to enforce any provision of this Agreement shall not be deemed or construed as a waiver or limitation of that party's right to enforce and compel strict compliance of that same provision should the other party subsequent commit another breach. (11) Captions. The captions used herein are for the convenient reference of the parties, and are not intended to be dispositive of any substantive right or obligation of either party. ___________________________ /_____/_____/_____ ____________________________________________ ___________________________________________ ___________________________ /_____/_____/_____ Stephen K. Malm Consultant

240 20 MOBILE S TREET W EST H ILLS, CA 9 13 07

143690031.DOC