Fill - Free fillable Form 1099-MISC with the Internal Revenue: Professional Services PDF form

Form 1099-MISC with the Internal Revenue

Service, as required by law. Consultant agrees to

accept exclusive liability for complying with all

applicable state and federal laws, including laws

governing self-employed individuals, if

applicable, such as laws related to payment of

taxes, social security, disability, and other

contributions based on fees paid to Consultant

under this Agreement. Company will not

withhold or make payments for taxes, social

security, unemployment insurance or disability

insurance contributions, or obtain workers’

compensation insurance on Consultant’s behalf.

Consultant hereby agrees to indemnify and

defend Company against any and all such taxes

or contributions, including penalties and interest.

Consultant agrees to provide proof of payment

of appropriate taxes on any fees paid to

Consultant under this Agreement upon

reasonable request of Company.

3. PAYMENTS.

3.1 Compensation. In

consideration of the services to be rendered

pursuant to each Statement of Work, Consultant

shall be paid as set forth in the applicable

Statement of Work. Unless otherwise agreed by

the parties, payment for services, if reasonably

satisfactory to Company, shall be due thirty (30)

days from receipt by Company of Consultant’s

invoice therefor.

3.2 Expenses. Consultant shall be

responsible for all expenses incurred in

performing the services under this Agreement.

4. CONFIDENTIAL INFORMATION.

4.1 Nondisclosure; Recognition of

Company’s Rights. At all times during and

after Consultant’s engagement, Consultant will

hold in confidence and will not disclose, use,

lecture upon, or publish any of Company’s

Confidential Information (defined below),

except as may be required in connection with

Consultant’s services for Company, or as

expressly authorized in writing by the Chief

Executive Officer (the “CEO”) or any Managers

(the “Managers” and together with the CEO,

each an “Authorizing Person” and collective

This Professional Services Agreement

(“Agreement”), dated ___________________

(the “Effective Date”), is by and between

_______________________________________

(“Company”), and

_______________________________________

(“Consultant”).

1. SERVICES.

Consultant agrees to provide the services set

forth on Exhibit A Statement of Work, attached

hereto and incorporated herein by reference, to

Company. In providing services, Consultant

agrees to provide Consultant’s own equipment

and other materials at Consultant’s own

expense; however, Company will make its

facilities and equipment available to Consultant

when necessary. Consultant agrees to exercise

the highest degree of professionalism and utilize

Consultant’s best efforts, expertise and creative

talents in performing these services.

Consultant’s compensation for these services

shall be limited to the compensation set forth on

Exhibit A hereto. Consultant may not

subcontract or otherwise delegate its obligations

under this Agreement without Company’s prior

written consent.

2. RELATIONSHIP OF PARTIES.

Consultant’s relationship with Company will be

that of an independent contractor, and nothing in

this Agreement should be construed to create a

partnership, joint venture, or employer-

employee relationship. Consultant is not the

agent or representative of Company (except as

specifically set forth in this Agreement); is not

authorized to make any representation, contract

or commitment on behalf of Company; will not

be entitled to any of the benefits that Company

makes available to its employees, such as group

insurance, profit-sharing or retirement benefits

(and waives the right to receive any such

benefits); and will be solely responsible for all

tax returns and payments required to be filed

with or made to any U.S. federal, state, or local

tax authority with respect to Consultant’s

performance of services and receipt of fees

under this Agreement. If applicable, Company

will report amounts paid to Consultant by filing

Professional Services Agreement

the “Authorizing Persons”) of Company.

Consultant hereby assigns to Company any

rights Consultant may have or acquire in any

and all Confidential Information and recognizes

that all Confidential Information shall be the

sole and exclusive property of Company and its

assigns.

4.2 Confidential Information.

Consultant understands that its work for

Company will involve access to confidential,

proprietary and trade secret information and

materials of Company (or its affiliates, licensors,

suppliers, vendors or customers) (collectively,

“Confidential Information”). Confidential

Information includes, without limitation, any

and all confidential knowledge, data or

information related to Company’s business or its

actual or demonstrably anticipated research or

development, including without limitation (a)

trade secrets, inventions, ideas, processes,

computer source and object code, data,

formulae, programs, other works of authorship,

know-how, improvements, discoveries,

developments, designs, and techniques; (b)

information regarding products, services, plans

for research and development, marketing and

business plans, budgets, financial statements,

contracts, prices, suppliers, and customers; (c)

in fo rm at io n r eg ar di ng t h e s ki ll s a nd

compensation of Company’s employees,

contractors, and any other service providers of

Company; or (d) the existence of any business

discussions, negotiations, or agreements

between Company and any third party.

4.3 Third Party Information.

Consultant understands that Company has

received and in the future will receive from third

parties confidential or proprietary information

(“Third Party Information”), subject to a duty

on Company’s or its affiliates’ part to maintain

the confidentiality of such information and to

use it only for certain limited purposes. During

and after the term of Consultant’s engagement,

Consultant will hold Third Party Information in

strict confidence and will not disclose to anyone

(other than Company personnel who need to

know such information in connection with their

work for Company), or use Third Party

Information, except in connection with

Consultant’s services for Company or unless

expressly authorized by an Authorizing Person

in writing.

4.4 No Improper Use of

Information of Prior Employers. Consultant

represents that Consultant’s engagement by

Company does not and will not breach any

agreement with any former employer or other

third party, including any non-compete

agreement or any agreement to keep in

confidence or refrain from using information

acquired by Consultant prior to Consultant’s

engagement by Company. Consultant further

represents that Consultant has not entered into,

and agrees that Consultant will not enter into,

any agreement, either written or oral, in conflict

with Consultant’s obligations under this

Agreement or to the Company, unless expressed

approved by an Authorizing Person. During

Consultant’s engagement by Company,

Consultant will not improperly make use of, or

disclose, any information or trade secrets of any

former employer or other third party, nor will

Consultant bring onto the premises of Company

or use any unpublished documents or any

property belonging to any former employer or

other third party, in violation of any lawful

agreements with that former employer or third

party.

5. TERM AND TERMINATION.

5.1 This Agreement shall

commence on the Effective Date and continue

until the earlier of (a) the end of the term, if any,

set forth in the last Statement of Work or

(b) termination by either party in accordance

with this Section Term and Termination.. This

Agreement may be renewed by mutual written

agreement of the parties.

1. Termination. Company may

terminate this Agreement without cause at any

time upon seven (7) days’ prior written notice to

Consultant. Consultant may terminate this

Agreement without cause at any time upon

seven (7) days’ prior written notice to Company.

Either party may terminate this Agreement

immediately in the event that the other party has

materially breached the Agreement.

5.2 Effect of Termination. Upon

termination of this Agreement, Consultant shall

immediately cease performing the services. If

this Agreement is terminated by Company,

Company agrees to pay Consultant the

compensation due for the period up to the date

of termination Sections Confidential

Information., Return of Company Property,

and Business Relationships shall survive

termination of this Agreement.

5.3 Return of Company Property.

Upon termination of this Agreement, or at any

time Company so requests, Consultant shall

deliver immediately to Company all property

belonging to Company, whether given to

Consultant by Company or prepared by

Consultant in the course of rendering the

services, including all work product then in

progress and all material in Consultant’s

possession containing Confidential Information

and any copies thereof, whether prepared by

Consultant or others. Following termination,

Consultant shall not retain any written or other

tangible (including machine-readable) material

containing any Confidential Information.

6. BUSINESS RELATIONSHIPS.

C o n s u l t a n t a c k n o w l e d g e s t h a t

7. LIMITATION OF LIABILITY.

To the extent permitted by applicable

law: (a) in no event shall Company be liable

under any legal theory for any special, indirect,

consequential, exemplary or incidental damages,

however caused, arising out of or relating to this

Agreement, even if Company has been advised

of the possibility of such damages; and (b) in no

event shall Company’s aggregate liability arising

out of or relating to this Agreement (regardless

of the form of action giving rise to such liability,

whether in contract, tort or otherwise) exceed

the fees payable by Company hereunder.

8. INDEMNIFICATION. Consultant

will indemnify and hold harmless Company and

its affiliates, employees, and agents from and

against any and all liabilities, losses, damages,

costs, and other expenses (including attorneys’

and expert witnesses’ costs and fees) arising

from or relating to any breach of any

representation, warranty, covenant, or obligation

of Consultant in this Agreement or any

intentional misconduct or negligence by

Consultant or any of Consultant’s agents or

subcontractors in performing the services. In the

event of any third-party claim, demand, suit, or

action (a “Claim”) for which Company (or any

of its affiliates, employees, or agents) is or may

be entitled to indemnification hereunder,

Company may, at its option, require Consultant

to defend such Claim at Consultant’s sole

expense. Consultant may not agree to settle any

such Claim without Company’s express prior

written consent.

9. NOTIFICATION OF NEW

EMPLOYER OR ANY THIRD PARTY. Upon

termination of Consultant’s engagement,

Consultant consents to the notification of

Consultant’s subsequent employer or any third

party of Consultant’s rights and obligations

under this Agreement, by Company providing a

copy of this Agreement or otherwise.

10. MISCELLANEOUS.

10.1 Assignment. Neither party

shall assign, sell, transfer, delegate or otherwise

dispose of, by operation of law or otherwise, this

Agreement or any or its rights or obligations

under this Agreement; provided, however

Company’s relationships with its employees,

customers, and vendors are valuable business

assets. Consultant agrees that, during the term

of this Agreement and for one (1) year

thereafter, Consultant shall not, (a) either

directly or indirectly, solicit or attempt to solicit

any employee of the Company to terminate his,

her, or its relationship with Company to become

an employee, consultant, or independent

contractor to or for any other person or entity, or

(b) directly or indirectly, through or on behalf of

any other individual or entity, use any

information that constitutes a “trade secret”

within the meaning of the Uniform Trade

Secrets Act (“UTSA”) to solicit, entice, or

induce any business from any of Company’s

clients (including actively sought prospective

clients) or vendors. Further, Consultant agrees

that, during the term of this Agreement,

Consultant shall not, without the Company’s

express written consent, engage in any business

activity that is competitive with, or would

otherwise conflict with his or her relationship

with the Company.

Company may assign, sell, transfer, delegate or

otherwise dispose of this Agreement or any of

its rights and obligations hereunder as part of a

merger, consolidation, corporate reorganization,

sale of all or substantially all of Company’s

assets of the business to which Consultant’s

services relate, sale of stock, change of name or

like event. Any purported assignment, sale,

transfer, delegation or other disposition, except

as permitted herein, shall be null and void.

Subject to the foregoing, this Agreement shall be

binding upon and shall inure to the benefit of the

parties and their respective successors and

permitted assigns.

10.2 Notices. Any notice, request,

demand or other communication required or

permitted hereunder shall be in writing, shall

reference this Agreement and shall be deemed to

be p r o p er ly g iv en : ( a) when delivered

personally; (b) when sent by facsimile, with

written confirmation of receipt by the sending

facsimile machine; (c) five (5) business days

after having been sent by registered or certified

mail, return receipt requested, postage prepaid;

or (d) two (2) business days after deposit with an

express courier, with written confirmation of

receipt. All notices shall be sent to the address

set forth on the signature page of this Agreement

and to the notice of the person executing this

Agreement (or to such other address or person as

may be designated by a party by giving written

notice to the other party).

10.3 Severability. If any provision

of this Agreement is, for any reason, held to be

invalid or unenforceable, the other provisions of

this Agreement will remain enforceable and the

invalid or unenforceable provision will be

deemed modified so that it is valid and

enforceable to the maximum extent permitted by

law.

10.4 Waiver. The waiver by either

party of a breach of or a default under any

provision of this Agreement shall not be

construed as a waiver of any subsequent breach

of or default under the same or any other

provision of this Agreement, nor shall any delay

or omission on the part of either party to

exercise or avail itself of any right or remedy

that it has or may have hereunder operate as a

waiver of any such right or remedy.

10.5 Governing Law and Venue.

This Agreement and any action related thereto

will be governed and interpreted by and under

the laws of the State of California, without

giving effect to any conflicts of laws principles

that require the application of the law of a

different state. Consultant hereby expressly

consents to personal jurisdiction and venue in

the state and federal courts for the county in

which Company’s principal place of business is

located for any lawsuit filed which arises from

or relates to this Agreement.

10.6 Headings. The headings used

in this Agreement are for convenience only and

shall not be considered in construing or

interpreting this Agreement.

10.7 Entire Agreement. This

Agreement (including the Exhibits attached

hereto, which are incorporated herein by

reference) is the final, complete and exclusive

agreement of the parties with respect to the

subject matter hereof and supersedes and merges

all prior or contemporaneous proposals,

discussions, negotiations, understandings,

pro mi se s, r epr e se ntat ion s , co n dit io ns,

communications and agreements, whether

written or oral, between the parties with respect

to such subject matter and all past courses of

dealing or industry custom.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly

authorized representatives as of the Effective Date.

CONSULTANT:

_______________________________________

NAME: ___________________________________

TITLE: ___________________________________

ADDRESS:___________________________________

COMPANY:

_______________________________________

NAME: ___________________________________

TITLE:

___________________________________

ADDRESS: ___________________________________

EXHIBIT A

FORM STATEMENT OF WORK

This Statement of Work is incorporated into the Professional Services Agreement dated

______________________ by and between COMPANY and CONSULTANT (for the purposes of this

Statement of Work, the (“Agreement”). This Statement of Work describes services and deliverables to

be performed and provided by Consultant pursuant to the Agreement. If any item in this Statement of

Work is inconsistent with the Agreement prior to such incorporation, the terms of this Statement of Work

will control, but only with respect to the Services to be performed under this Statement of Work. All

capitalized terms used and not expressly defined in this Statement of Work will have the meanings given

to them in the Agreement.

1. Scope of Services:

____________________________________________________________________________________

2. Fees. In full consideration for Consultant’s timely and satisfactory performance of the services

and providing of the deliverables, Consultant will be compensated as follows:

____________________________________________________________________________________

Company

Signed:

Name:

Title:

Dated:

Consultant

Signed:

Dated:

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