January 12, 2024


This BUSINESS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of
[insert date], by and between XXX (the “Company”), with its principal
place of business located at [Insert address of XXX], and XXX (“Consultant”), whose principal place of
business located at [insert address].
WHEREAS the Consultant has expertise in [insert details] who shall be contracted to
perform certain duties and responsibilities on behalf of the company; and
WHEREAS the Company desires to engage the services of Consultant and the Consultant
has agreed to perform the services as provided in this agreement for the company. The
Parties have agreed that the provision of content shall be made on the terms and conditions
of this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Company and Consultant agree as follows:
1. Engagement. The Company hereby engages the services of consultant to perform the
following services for a minimum of 50 hours per month;
1.1 Generating Leads for the sale of NextGen LED Dasher Boards
1.2 Search for a regional partner for installation and after sales support
1.3 Prepare for and attend XXX and Venue Connect
2. Term and Termination.
2.1 Term. The term of this Agreement shall be for Six (6) months commencing on the 3 rd
of February XXX  through 10 th August XXX (the “Term”), unless earlier terminated as
provided herein, or unless extended by mutual agreement expressed in writing
signed by both parties prior to the expiration of the Term.
2.2 Termination. Notwithstanding anything in this Agreement to the contrary:
2.2.1 The agreement may be terminated by either party at any time without
advance notice, upon a material breach by the other party of any of its or his
obligations hereunder; and
2.2.2 The Term may be terminated without cause by either party upon Thirty
(30) days written notice to the other.

3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Company shall pay Consultant as follows:
3.3.1 For services performed during the Term, the Company will pay Consultant a
fee of $4,500 per month.
3.3.2 Additionally, the company shall pay the consultant 2.5% of the sale price
commission on any set of boards sold in the US.
3.3.3 Furthermore, the consultant shall earn $100 per month for LinkedIn Sales
3.3.4 The Consultant shall also be entitled to $75 per month for cell phone and cell
phone contract.
3.3.5 The Company shall pay the Consultant a one-off fee of $1,200 for the LLC

3.2 Business Expenses. Company shall reimburse Consultant for all reasonable, out-of-
pocket business expenses actually incurred by Consultant during the Term in
performing the Services; provided, that
(i) any such expense is pre-approved by the Company

(ii) Consultant submits to Company appropriate supporting documentation for all
such expenses in accordance with Company’s policies and procedures.
This amount shall be paid according to the following schedule (where applicable):
(i) $0.60 per mile if consultant drives outside of San Diego
(ii) $50 per day per diem for food and small expenses
Any losses incurred by the Consultant in the course of conducting business shall be
met by the Consultant.
3.3 Supplies and Equipment. The Company will provide to consultant, throughout the
term of this Agreement, the use of all necessary equipment, as well as software and
other material for Consultant to perform his duties under this Agreement. All such
equipment will remain the property of the Company.
4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Consultant shall regularly report, but no less than twice monthly, on the
progress of completion of tasks, and the hours incurred in performing such tasks.
The company shall communicate due dates for the deliverables to the contractor
when the task is assigned. The parties agree that Standing Teams shall be meeting
every 1 st  and 3 rd week of every month to discuss progress. There will be a shared
document continually updated with the progress being made.
4.2 Best Efforts. Consultant agrees to use his best efforts in providing services under
the terms of this Agreement.
4.3 No Subcontracting. Consultant is being engaged to perform personal services within
his asserted areas of professional expertise, and shall not delegate or subcontract
any portion of the services to be performed hereunder.
5. Consultant & Company Relationship.
5.1 No Employment Relationship. The Company and Consultant each expressly agree
and understand that they are creating an Independent Contractor relationship, and
that Consultant shall not be considered an employee of the Company for any
5.2 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Consultant from performing services for other clients or businesses;
provided, however, that during the Term of this Agreement, Independent Contractor
shall not apply, bid, or contract for; or undertake any employment, Independent
Contractor work, or consulting work with, any competitor of Company. The
determination of which businesses constitute “competitors” of Company shall be
solely within the exclusive discretion of the Company.
6. Work for Hire.
Consultant understands and agrees that (i) to the extent permitted by law, applicable
portions of the Work assigned to the Consultant shall be deemed a “work made for hire”, and
that Company shall be deemed the exclusive owner of all rights, title and interest in and to
such Work in any and all media, languages, territories and jurisdictions throughout the world,
now known or hereafter devised, including, but not limited to, any and all works of
authorship, copyrights and copyright registrations.
7. Conflicts of Interest and Ethical Conduct.
7.1 Performance of Services for Competitors. Consultant will notify the Company
immediately if, during the Term, he engages, or proposes to engage, in the
performance of services for any competitor of Company, or any vendor to or
customer of the Company. If Consultant performs services, whether as an employee
or an Consultant, for a competitor of Company during the Term of this Agreement,
Company may terminate this Agreement immediately and without further obligation.
Additionally, to avoid the appearance or existence of a conflict of interest, during the
Term, Consultant must fully disclose in advance to Company the terms of any
proposed or actual services for a vendor or customer of Company, and Company

shall have the right in its sole discretion to disapprove the transaction on conflict-of-
interest grounds, or alternatively to terminate this Agreement immediately and
without further obligation to Consultant.
7.2 Compliance with Applicable Laws. Consultant, in his performance under this
Agreement, shall comply with all applicable federal, state, and local laws and
7.3 Solicitation of Company Personnel. Consultant agrees to refrain from any solicitation
or recruitment (directly or indirectly) of any of Company’s employees during the term
of this Agreement and for a period after the expiration or termination of this
Agreement equal in duration to the duration of this Agreement. General solicitation,
not directed at Company’s employees, will not constitute a violation of this Section.
7.4 Conditions Imposed by Company’s Customers or Vendors. Company’s customers
or vendors may from time to time impose restrictions or conditions, including
conditions of confidentiality, on Company and personnel working with the Company.
Consultant agrees that such terms and conditions, of which he has been notified in
writing, form an integral part of this Agreement, and Consultant covenants and
agrees to accept and comply with such additional terms and conditions.
8. Confidentiality and Non-Disclosure.
8.1 Confidential Information Defined. As used herein, the term “Confidential Information”
shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, Client names and
addresses, prospective Client lists, data concerning Company’s products and
methods, computer software, files and documents, and any other information of a
similar nature disclosed to Consultant or otherwise made known to him as a
consequence of or through his relationship with the Company.
8.2 Confidential Information Belongs to Company. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any
of the Confidential Information shall belong exclusively to Company, and Consultant
agrees to return the originals and all copies of such materials in his possession,
custody or control to the Company upon request or upon termination or expiration of
the Term of this Agreement.
8.3 Confidentiality Obligation. Consultant agrees during the Term of this Agreement and
thereafter to hold in confidence and not to directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any other person
or entity, or utilize any of the Confidential Information for any purpose, except in the
course of services performed under this Agreement.
8.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that Company
will suffer irreparable harm in the event that Consultant fails to comply with any of
his obligations under this Section 8, and that monetary damages will be inadequate
to compensate Company for such breach. Accordingly, Consultant agrees that
Company will, in addition to any other remedies available to it at law or in equity, be
entitled to injunctive relief to enforce the terms of this Section 8.
9. Representations and Warranties.
Consultant hereby represents and warrants that, as of the date hereof and continuing
throughout the term of this Agreement, he is not and will not be in any way restricted or
prohibited, contractually or otherwise, from entering into this Agreement or performing the
services contemplated hereunder.
Company hereby represents and warrants that, as of the date hereof and continuing
throughout the term of this Agreement, it is not and will not be in any way restricted or
prohibited, contractually or otherwise, from entering into this Agreement or performing the
services contemplated hereunder.
10. Dispute Resolution

All or any disputes arising out or touching upon or in relation to the terms and conditions of
this Agreement, including the interpretation and validity of the terms thereof and the
respective rights and obligations of the Parties, shall be settled amicably by mutual
discussion, failing which the same shall be settled through Mediation.
11. Miscellaneous.
11.1 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces any
oral or written agreements heretofore entered into between the parties. This
Agreement cannot be modified, or any performance or condition waived, in whole or
in part, except by a writing signed by the party against whom enforcement of the
modification or waiver is sought. The waiver of any breach of any term or condition
of this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.
11.2 Interpretation, Severability and Reformation. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be valid and effective
under applicable law. If any provision of this Agreement shall be unlawful, void or for
any reason unenforceable, it shall be deemed separable from, and shall in no way
affect the validity or enforceability of, the remaining provisions of this Agreement,
and the rights and obligations of the parties shall be enforced to the fullest extent
11.3 Survival. To the extent consistent with this Agreement, all representations,
warranties and post-termination obligations contained in this Agreement shall
survive the expiration of the Term, or the termination, of this Agreement.
11.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Company and to any of its successors. This Agreement is not assignable by
consultant, but shall be binding upon and, to the extent provided for in this
Agreement, inure to the benefit of Consultant’s heirs, executors, administrators and
legal representatives.
11.5 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
11.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of California without reference
to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Consultant Agreement as of
the date first above written.

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