XXX INC.
EDUCATIONAL CONSULTANT AGREEMENT
This CONSULTANT AGREEMENT (“Agreement”) is made and entered into as of [insert
date], by and between XXX, INC. (the “Consultant”), with its principal place of business located at XXX, and
[Insert name of Client] (“Client”), an individual whose address is at [insert address].
RECITALS
WHEREAS the Consultant takes great pride in providing Clients with resources in
advocating from Pre-K – College. The Consultant has experience in guiding Clients and their
families on a path to success so their student’s best effort is clear to all stakeholders; and
[insert a better description of the consultant]
WHEREAS the Client desires to engage the services of Consultant and the Consultant has
agreed to perform the services as provided in this agreement for the Client. The Parties have
agreed that the provision of content shall be made on the terms and conditions of this
Agreement.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Client and Consultant agree as follows:
1. Engagement. The Consultant hereby agrees to perform the following services;
1.1 [list the services to be offered by the consultant]
2. Term and Termination.
2.1 Term. The term of this Agreement shall be for a [Insert period] commencing on the
[insert date] through [insert date] (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 Client shall pay Consultant as follows:
3.3.1 A fee of [insert amount] per hour for a maximum of [insert hours]. Additional
hours may be requested by the Client.
3.3.2 The Client is required to pay a retainer fee of $500 to the Consultant as an
advance on future Services to be provided.
3.2 Contingency Fees. The parties agree that there shall not be a contingency-fee
arrangement as part of this Agreement.
4. Independent Contractor Status.
4.1 The Consultant (XXX Consultant,) under the
code of the Internal Revenue (IRS), is an independent contractor and neither the
Consultant’s employees or contract personnel are, or shall be deemed, the Client’s
employees. In its capacity as an independent contractor, the Consultant agrees and
represents:
4.1.1 Consultant has the right to perform Services for others during the term of
this Agreement;
4.1.2 Consultant has the sole right to control and direct the means, manner,
and method by which the Services required under this Agreement will be
performed; Consultant shall select the routes taken, starting, and ending
times, days of work, and order the work that performed;
4.1.3 Consultant has the right to hire assistant(s) as subcontractors or to use
employees to provide the Services under this Agreement.
4.1.4 Neither Consultant nor the Consultant’s employees or personnel shall be
required to wear any uniforms provided by the Client;
4.1.5 The Services required by this Agreement shall be performed by the
Consultant, Consultant’s employees or personnel, and the Client will not
hire, supervise, or pay assistants to help the Consultant.
4.1.6 Neither the Consultant nor the Consultant’s employees or personnel shall
receive any training from the Client for the professional skills necessary to
perform the Services required by this Agreement; and
4.1.7 Neither the Consultant nor Consultant’s employees or personnel shall be
required by the Client to devote full-time to the performance of the
Services required by this Agreement.
5. Work Product.
Proprietary information, under this Agreement, shall include:
5.1 The product of all work performed under this Agreement ("Work Product"), including
without limitation all notes, reports, documentation, drawings, computer programs,
inventions, creations, works, devices, models, works-in-progress and deliverables,
will be the sole property of the Client, and Consultant hereby assigns to the Client all
right, title, and interest therein, including, but not limited to, all audiovisual, literary,
moral rights and other copyrights, patent rights, trade secret rights, and other
proprietary rights therein. Consultant retains no right to use the Work Product and
agrees not to challenge the validity of the Client’s ownership in the Work Product;
5.2 Consultant hereby assigns to the Client all right, title, and interest in any and all
photographic images and videos or audio recordings made by the Client during
Consultant’s work for them, including, but not limited to, any royalties, proceeds, or
other benefits derived from such photographs or recordings; and
5.3 The Client will be entitled to use the Consultant’s name and/or likeness in
advertising and other materials.
6. Conflicts of Interest and Ethical Conduct.
The educational consultants of Debra Mitchell Educational Consultant and Associates, Inc.
(DMECA) are either dedicated current or former employees of Hillsborough County Public
Schools. To avoid a conflict of interest regarding HCPS Board Policy 6460.01, 1129, 3129,
4129 which states the following: [initial where you agree]
Please initial in agreement
a. No Educational Consultant from Debra Mitchell Educational Consultant and
Associates, Inc.(DMECA) has violated HCPS Board Policy 6460.01, 1129, 3129,
4129, which states: Employees shall not engage in business, private practice of their
profession, the rendering of services, or the sale of goods of any type where
advantage is taken of any professional relationship they may have with any student,
client, or parents of such students, or clients in the course of their employment with
the district. ____________
b. I have not had contact with any Educational Consultant from Debra Mitchell
Educational Consultant and Associates, Inc. (DMECA) prior to seeking services from
DMECA. ______________
c. I have not been solicited by any person from Debra Mitchell Educational Consultant
and Associates, Inc. (DMECA) prior to seeking their services. _____________
7. Confidentiality and Non-Disclosure.
7.1 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 Consultant’s products and
methods, computer software, files and documents, and any other information of a
similar nature disclosed to Client or otherwise made known to him as a
consequence of or through his relationship with the Consultant.
7.2 Confidential Information Belongs to Consultant. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any
of the Confidential Information shall belong exclusively to Consultant, and Client
agrees to return the originals and all copies of such materials in his possession,
custody or control to the Consultant upon request or upon termination or expiration
of the Term of this Agreement.
7.3 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned Client understands and agrees that
Consultant will suffer irreparable harm in the event that Client fails to comply with
any of his obligations under this Section 7, and that monetary damages will be
inadequate to compensate Consultant for such breach. Accordingly, Client agrees
that Consultant 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 7.
8. 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 by a mediator
approved by both parties. If the parties cannot agree with any mediator or if either party does
not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration
by any mutually acceptable arbitrator, or the American Arbitration Association (AAA). The
costs of the arbitration proceeding shall be borne according to the decision of the arbitrator,
who may apportion costs equally or in accordance with any finding of fault or lack of good
faith of either party. If either party does not wish to abide by any decision of the arbitrator,
they shall submit the dispute to litigation. The jurisdiction for any dispute shall be
administered in Hillsborough County, State of Florida.
9. State and Federal Licenses.
The Consultant represents and warrants that all employees and personnel associated shall
comply with federal, state, and local laws requiring any required licenses, permits, and
certificates necessary to perform the Services under this Agreement.
10. Payment of Taxes.
Under this Agreement, the Client shall not be responsible for:
10.1 Withholding FICA, Medicare, Social Security, or any other Federal or State
withholding taxes from the Consultant’s payments to employees or personnel or
make payments on behalf of the Consultant.
10.2 Making Federal and/or State unemployment compensation contributions on the
Consultant’s behalf; and
10.3 Making payments of taxes incurred while performing the Services under this
Agreement, including all applicable income taxes and, if the Consultant is not a
business entity, all applicable self-employment taxes. Upon demand, the Consultant
shall provide the Client with proof that such payments have been made.
11. Disclaimer.
The advocates and consultants of Debra Mitchell Educational Consultants and Associates,
Inc. are not attorneys. They are teachers and administrators that hold or have held teaching
certificates in K-12 subject area general curriculum, Exceptional Student Education and/or
Educational Leadership. The Consultants purpose and goal are to help you navigate
between the policy and procedures as outlined in the procedural safeguards for your state as
well as the parental rights for your child. The Consultants cannot guarantee specific
outcomes as that would be predetermining the outcome of the meeting which is a violation
12. Miscellaneous.
12.1 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.
12.2 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
possible.
12.3 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.
12.4 Legal Notice. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered by email, in-person and/or
deposited in the United States Postal Service via Certified Mail with return receipt. If
different from the mailing address in Section I, enter below:
Client’s Address: [insert address]
Telephone Number: [insert phone number]
Consultant’s Address: XXX
Mailing address: PO BOX XXX
12.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Client 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.
12.6 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.
12.7 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of Florida without reference to
conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
/s/_________________________
XXX, INC
XXXl, Educational Consultant
[date]
/s/_________________________
[insert name of Client]
[date]
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