Pegasus Technologies requires a purchase order or consulting agreement to be executed
prior to starting work with any new client. Normally, we will enter into discussions and contract negotiations
after a Bilateral Non-Disclosure/ Confidentiality Agreement is executed. Our standard consulting
agreement, in its entirety, is presented below. Links to printable MS Word and PDF versions are also
provided. We do not insist on using this document word for word -- you may suggest changes, or alternately you
may ask us to review your standard agreement instead.
This is an Agreement executed this ______ day of (month, year), by and between:
Company name, a corporation organized and existing under the
laws of the State of ____________, with usual place of business at ____________________
(hereinafter called the "Company"),
Pegasus Technologies, Inc., a corporation organized and existing under the laws
of the State of Tennessee, with usual place of business at Lenoir City, Tennessee
(hereinafter called the "Consultant").
Effective the __ day of ___________, 20__, the Company contracts for services of the
Consultant, and the Consultant agrees to serve the Company, under the following
terms and conditions:
Scope of Work. The Consultant shall be responsible for (describe services
desired) as requested and directed by the Company.
Duration. This Agreement is valid for the period: (date)
Pegasus Technologies' hourly rate shall be $____ per hour for
professional engineering work, and $___ per hour for _____________________
[e.g.,technician work,board layout,editorial services, etc.].
These rates include all normal office
supplies and long-distance telephone fees. In addition, third party
expenses incurred for items such as parts, services, and pre-approved
travel are billed at cost plus a 15% handling fee. Pegasus Technologies will
provide twice-monthly invoices detailing the number of hours worked,
the tasks undertaken, the amount due for such services, and any third-
party expenses incurred. Pegasus Technologies
shall deliver all such invoices to the Company at the following address:
(provide a mailing address)
The Company shall pay each Consultant invoice no later than 30 days
following the date of the invoice. Payments not made in a timely manner
will be subject to an interest charge of 1.5% per month on the unpaid balance.
Seriously overdue accounts will be subject to work stoppage until the account is made current
or satisfactory payment arrangements have been made.
Payment should be made in the form of a check payable in US dollars to:
Pegasus Technologies, Inc.
108 Pawnook Farm Road
Lenoir City, TN 37771
The Consultant acknowledges that it is an independent contractor
and that it is not entitled to any benefits provided by the Company to
its employees. Unless the parties mutually agree, the Consultant shall
be responsible at its own expense for all of its own office overhead and
all secretarial and clerical support services.
Conflict of Interest. The Consultant agrees to inform the Company
of all the Consultant's interests, if any, which may be, or which the Consultant
has reason to believe may be, incompatible with the interests of the Company or
the Company's customers. In addition to the foregoing, the Consultant agrees
not to make improper use of any information that comes to himself or his agents
or representatives in the performance of services under this Agreement.
Termination. Either party may terminate this Agreement prior to the
expiration date set forth in paragraph 2 above by giving the other thirty (30)
days notice in writing, which notice shall specify the date upon which such
termination becomes effective. In the event either party gives such notice,
this Agreement shall terminate upon the date specified, and the parties hereto
shall be released from any and all liability hereunder except such liability as,
by the terms hereof, may be accrued prior to, or may extend beyond, such
Confidentiality. Either party to this Agreement may, in the course
of fulfilling its terms, need to disclose information to the other party that
is proprietary or confidential. When such disclosure is undertaken, the
following provisions apply:
The term "Disclosing Party," as used in this Agreement,
means the party providing Confidential Information. The "Receiving
Party" is the party receiving the information.
The term "Confidential Information," as used in this
Agreement, means any oral, written, or documentary information or
information that is stored by electronic means which (i) relates to
this Agreement, (ii) is received by one of the parties from the other,
and, in the case of written information, (iii) is marked "Confidential,"
"Proprietary" or bears a marking of like import or which the
Disclosing Party states in writing at the time of transmittal to, or receipt
by, the Receiving Party is to be considered confidential. Orally disclosed
information shall be considered confidential if identified as such at the time
of disclosure and if followed up in writing within ten (ten) calendar days,
with the information identified and marked as confidential.
The term "Trade Secret", as used in this Agreement, means any
oral, written, or documentary information or information that is stored by
electronic means that: (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure
or use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.
The "Confidential Information" and "Trade Secrets" do
not include information that: (i) is already known to the Receiving Party as
evidenced by prior documentation thereof; or (ii) is or becomes publicly known
through no wrongful act of the Receiving Party; or (iii) is rightfully received
by the Receiving Party from a third party without restriction and without breach
of this Agreement or any other Agreement; or (iv) is approved for release by
written authorization of the Disclosing Party.
The Receiving Party shall not disclose to others, or use for any purpose
of its own, any Confidential Information, financial or business data, technical
data, or other confidential or proprietary information obtained from the Disclosing
Party, or from an affiliated entity of the Disclosing Party, as a result of work
done pursuant to this Agreement, or generated or developed in the performance of
work under this Agreement. With respect to Trade Secrets, the Receiving Party
agrees not to use for any purpose whatsoever or to disclose Trade Secrets at any
time during or after the term of this Agreement or until such Trade Secrets lose
their status as such by becoming generally available to the public by independent
discovery, development, or publication. Furthermore, the Receiving Party will not
display for any purpose any drawing, letter, report, other document, or any copy
or reproduction thereof belonging to or pertaining to the Disclosing Party, or to
an affiliated entity of the Disclosing Party, unless such drawing, letter, report,
or other document has been previously published by the Disclosing Party. Publication
shall not include publication to an affiliated entity of the Disclosing Party.
Upon termination of this Agreement, the Receiving Party agrees to return all
Confidential Information to the Disclosing Party.
The covenants regarding Confidential Information and Trade Secrets will apply
to any Confidential Information or Trade Secrets disclosed to the Receiving Party
by the Disclosing Party before or after the date of this Agreement.
Intellectual Property Rights.
The term "Protected Works", as used in this Agreement, includes
any and all works of authorship, inventions, discoveries, processes, machines,
manufactures, compositions of matter, formulas, techniques, computer programs,
systems, software, source code, firmware, object code, hardware systems, mask
works, trade secrets, proprietary information, schematics, flow charts, databases,
customer lists, marketing plans, product plans, business strategies, financial
information, forecasts, trademarks, service marks, brand names, trade names,
compilations, documents, data, notes, reports, findings, recommendations,
designs, drawings, sketches, notebooks, ideas, concepts, technical data and/or
training materials, and improvements to or derivatives from any of the above,
whether or not patentable, or subject to copyright or trademark or trade secret
protection, delivered by the Consultant to the Company under this Agreement before
or after the date of this Agreement, or conceived, developed or produced by the
Consultant, whether alone or jointly with others, in connection with or pursuant
to the Consultant's performance under this Agreement, except as detailed in
The term "Protected Works", as used in this Agreement,
shall not include the items listed below. These are and will remain the
property of Pegasus Technologies even though they may be used in or made
a part of the work performed under this Agreement:
[List. If none, write "None" here.]
[Describe any licenses or other terms and arrangements that will
govern the use of these items in the work under this Agreement. ]
The term "Intellectual Property Rights", as used in this Agreement,
includes all rights of inventorship and authorship, all rights in patents and patent
applications, all copyrights, all trademark and service mark rights, all rights in
trade secret and proprietary information, all rights of attribution and integrity
and other moral rights, and all other intellectual property rights of any type.
The Consultant agrees that all Protected Works shall be deemed "work for hire"
under the United States Copyright Act and owned exclusively by the Company. To the extent
any Protected Work cannot be deemed work for hire, the Consultant agrees to assign and
hereby does assign to the Company all right, title, and interest in and to all Protected
Works and all Intellectual Property Rights in and to the Protected Works. The Consultant
agrees to execute any documents reasonably required by the Company to evidence the
Company's exclusive ownership of the Protected Works, and all Intellectual Property
rights therein, as contemplated by this Agreement.
The parties (and all individuals representing either party in a technical capacity
under this Agreement) agree(s) to execute the [Consultant's / Company's] standard
proprietary information agreement and to fully abide by all the terms of that agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written:
For the Consultant:
James W. Pearce
President, Pegasus Technologies, Inc.
For the Company:
(name and title)