Government subcontract for consulting agreements—Personal services.
1. Applicable Law and Arbitration.
Any controversy or claim arising out of or relating to this Agreement or the breach of it, shall be settled by arbitration to be held in [city], [state], in accordance with the Commercial Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. This Agreement will be governed by the laws of the State of _________. Pending the resolution of any dispute, the Consultant shall proceed as directed by ABC in writing.
This Agreement is for personal services and shall not be transferred or assigned by the Consultant without prior written consent of ABC.
3. Confidential Matters and Proprietary Information.
The Consultant shall keep in strictest confidence all information relating to this Agreement or which may be acquired in connection with or as a result of this Agreement. During the term of this Agreement and at any time after that, without the prior written consent of ABC, the Consultant shall not publish, communicate, divulge, disclose or use any of the information which has been designated by ABC as proprietary or which from the surrounding circumstances in good conscience ought to be treated as proprietary. Upon termination or expiration of this Agreement, Consultant shall deliver all records, data, information, and other documents and all copies to ABC and such shall remain the property of ABC.
4. Conflict of Interest.
The Consultant shall not act as a sales agent, consultant, or in a liaison capacity as an officer, employee, agent, or representative of any ABC supplier or prospective supplier nor serve in any of the foregoing capacities for any of ABC’s competitors or prospective competitors without the prior written approval of ABC. The Consultant warrants that there is no conflict of interest in Consultant’s full time employment, if any, or other consulting contracts, if any, with the activities to be performed and Consultant shall advise ABC if a conflict of interest arises in the future. If applicable, the Consultant certifies that the services to be performed under this Agreement shall not result in a conflict of interest prohibited by United States Government laws or regulations.
5. General Relationship.
In all matters relating to this Agreement, the Consultant shall be acting as an independent contractor. Neither the Consultant nor employees of the Consultant, if any, are employees of ABC under the meaning or application of any Federal or State Unemployment or Insurance Laws or Worker’s Compensation Laws, or otherwise. The Consultant shall assume all liabilities or obligations imposed by any one or more of those laws with respect to employees of the Consultant, if any, in the performance of this Agreement. The Consultant shall not have any authority to assume or create any obligation, express or implied, on behalf of ABC and the Consultant shall have no authority to represent itself as an agent, employee, or in any other capacity of ABC.
6. Independent Contractors and Employees of Consultant.
The Consultant shall not utilize any entities, persons or employees on the work to be performed unless the entities, persons or employees have executed an agreement under which they are bound by the terms of this agreement.
7. Inventions, Patents, Trade-Marks, and Copyrights.
A. The Consultant assigns to ABC the entire right, title and interest for the entire world in and to all work performed, writing(s), formula(s), design(s), model(s), drawing(s), photograph(s), design invention(s) and other invention(s) made, conceived or reduced to practice or authored by Consultant or Consultant’s employees, either solely or jointly with others, during the performance on this Agreement or with the use of information, materials or facilities of ABC received or used by Consultant during the period Consultant is retained by ABC under this Agreement or any extensions or renewals of it.
B. The Consultant shall promptly disclose to ABC all work(s), writing(s), formula(s), design(s), model(s), photograph(s), drawing(s), design invention(s) and other invention(s) made, conceived, or reduced to practice or authored by the Consultant or Consultant’s employees as set forth in A above.
C. The Consultant shall sign, execute and acknowledge or cause to be signed, executed and acknowledged without cost, but at the expense of ABC, any and all documents and to perform the acts as may be necessary, useful or convenient for the purpose of securing to ABC or its nominees, patent, trademark, or copyright protection throughout the world upon all such work(s), writing(s), photograph(s), design invention(s) and other invention(s), title to which ABC may acquire in accordance with the provisions of this clause.
D. The Consultant has acquired or shall acquire from each of its employees the necessary rights to all work(s), writing(s), formula(s), design(s), model(s), drawing(s), photograph(s), design invention(s) and other invention(s) made by the employees within the scope of their employment by the Consultant in performing services under this Agreement. The Consultant shall obtain the cooperation of each employee to secure to ABC or its nominees the rights to the work(s), writing(s), formula(s), design(s), model(s), drawing(s), photograph(s), design invention(s) and other invention(s) as ABC may acquire in accordance with the provisions of this clause.
8. Nonassertion of Rights by Consultant or Others.
During and after the term of this Agreement, Consultant shall not assert or permit any other party to assert against ABC, its subsidiaries, vendors and customers, mediate and immediate, any patent or other rights with respect to which Consultant has the right to assert or license at the termination or expiration of this Agreement because of the practice of any process or the manufacture, use or sale of any product arising out of the subject matter of this Agreement.
Any notice required to be given shall be deemed to have been sufficiently given either when served personally or when sent by first class mail addressed to the Parties at the addresses set forth in this Agreement. Ordinary first-class mail will be used for the mailing to the Consultant of copies of office actions and amendments during the prosecutions of any United States Patent applications by ABC relating to inventions by the Consultant or Consultant’s employees.
The Consultant, when directed, shall provide written reports with respect to the services rendered.
11. Safety and Security Regulations.
Consultant shall comply with all applicable United States Government and ABC security regulations, and, if applicable, the ABC Industrial Security Manual for Safeguarding Classified Information. If the Consultant renders services at ABC’s facility, Consultant shall not remove any classified material or ABC proprietary information from the facility. The Consultant shall not disclose classified information to unauthorized persons, either on or off the premises of ABC. The Consultant shall comply with all applicable safety regulations.
12. Strict Loyalty
The Consultant and its employees shall avoid all circumstances and actions which would place the Consultant in a position of divided loyalty with respect to the obligations undertaken under this Agreement.
13. Superseding Effect
This Agreement supersedes all prior oral or written agreements, if any, between the parties, and constitutes the entire agreement between the parties.
ABC reserves the right to terminate this Agreement upon five (5) days [or as the case may be] prior written notice to the Consultant. If this Agreement is terminated, ABC shall be liable only for the payment of services performed and approved travel prior to the effective date of termination.
15. Title to Information and Equipment
All information, developed under this Agreement, of whatever type relating to the work performed under this Agreement shall be the exclusive property of ABC. All machines, instruments and products purchased, manufactured or assembled by Consultant pursuant to this Agreement and paid for by ABC shall be the exclusive property of ABC. Upon termination of this Agreement, Consultant shall dispose of such items as directed by ABC.
16. Travel and Living Expenses
The Consultant will be paid in addition to the compensation set forth in Article _________, entitled “Consideration and Payment”, reasonable travel costs and living expenses. All travel must have the prior written approval of the person designated in Article _________, entitled “Direction.”