POST-EMPLOYMENT CONSULTING AGREEMENT

BETWEEN

MARKSTEIN BEVERAGE CO. OF SACRAMENTO

(THE “COMPANY”)

AND

THOMAS SHAW

(THE “CONSULTANT”)

___________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Consultant  (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.

WHEREAS;

  • The Consultant is a former employee of the Company, and the Company deems it fit to offer this agreement to the Consultant; and 
  • The Company and the Consultant wish to provide for the Company’s retention of the Consultant to perform certain consulting services following the resignation of the Consultant from the Company’s employment, all upon the terms and conditions hereinafter set forth.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

  1. COMMENCEMENT AND DURATION

This agreement shall come into force from 2nd October 2021 to 30th October 2021. (“Term of Agreement”)

  1. THE SERVICES

The Consultant shall provide services to the Company for a maximum of five (5) hours per week (non-accruing). These services/work shall include;

  1. The responsibilities outlined in the job description for IT Lead Technician/IT Technician 3, as defined on Friday 17th September 2021, by request of the Company. Changes made to the job description past this date shall not form part of this agreement; and 
  2. Training or technical documentation regarding existing processes and procedures within the scope of the IT department.
  • Service requests shall be processed weekly and communicated to the Consultant each Saturday by the end of the day (11:59 PM PDT) for completion on the following Saturday up to 8:00 PM.
  • Same-week service requests shall not be considered.
  • Additional service requests made past (11:59 PM PDT) Saturday, 23rd October 2021 shall also not be considered.
  • Work will be completed during the hours of 5:00 PM to 8:00 PM PDT, Tuesday, Wednesday, Thursday, and Saturday of each week, between 5:00 PM PDT Tuesday 5th October 2021 and 8:00 PM PDT Saturday 30th October 2021.
  • The Company shall communicate the expected completion time for each work to ensure high priority requests are completed promptly.
  • All communication and service requests must be made through phone call/SMS message at (916) 883-1526‬) or via email at tshaw.consultant@gmail.com) ONLY. 
  • The Consultant will respond to the Company’s correspondence within forty-eight (48) hours of receiving it.
  1. CONTRACT SUM

The Company shall pay the Consultant $200 per hour for their services which shall be due thirty (30) days from the last working date of 30th October  2021:  29th November 2021.

  • The billable hours will be communicated upon completion of a single work week (8:00 PM PDT, each Saturday within 2nd October 2021 and 23rd October 2021).
  • Payment must be made in the form of a check, made payable to the Consultant.
  1. CONSULTANT’S REPRESENTATIONS AND WARRANTIES. 

The Consultant represents and warrants to the Company the following: there is no contractual obligation to which the Consultant is subject, which prevents the Consultant from entering into this contract or performing the Consultant’s duties entirely under this contract.

  1. AUTONOMY

Except as otherwise provided in this agreement, the Consultant will have complete control over their working time, methods, and decision making concerning the provision of the services per the agreement. The Consultant will work autonomously but shall be responsive to the reasonable needs and concerns of the Company.

  1. INDEPENDENT CONTRACTOR STATUS

For all purposes, the Consultant shall be deemed to be an independent consultant and not an employee or agent of the Company. Accordingly, the Consultant shall not be entitled to any rights or benefits to which an employee of the Company may be entitled.

  1. NON-SOLICITATION

The Consultant shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients, or any person who had a material business relationship with the Company in the duration of this agreement and after the termination of this agreement. This Section shall survive the termination of this agreement.

  1. NON-COMPETITION

For the duration of this agreement, and any subsequent agreement executed for the same or similar purpose, the Consultant shall not consult with, represent, act on behalf of, or solicit sales for any competing Company or any other business engaged in the same or substantially similar, business as the Company or which would otherwise conflict with their obligations to the Company, within any geographic area in which the Company is then conducting such business during this agreement and for ________________[insert period]after the termination of this agreement.

  1. ASSIGNMENT

The Consultant shall not transfer or assign this agreement or any interest herein, without the prior written consent of the Company.

  1. NO AUTHORITY TO BIND COMPANY

The Consultant will not have any authority to commit or bind the Company to any contractual or financial obligations without the Company’s prior written consent.

  1. EXPENSES

The Consultant will be reimbursed by the Company for all actual, reasonable, and necessary expenditures that are directly related to the consulting services incurred in the performance of this agreement.

  1. CONFIDENTIALITY

The Consultant shall not disclose, directly or indirectly to any other person, any information concerning this agreement or the Company, whether such information is stated to be confidential or not, without the Company’s written permission.

  1. RETURN OF THE PROPERTY

Upon termination of this agreement, or upon request by the Company, the Consultant shall promptly return to the Company any property, documentation, records, or confidential information that is the Company’s property.

  1. TERMINATION

Notwithstanding the Term of Agreement specified above, this agreement shall terminate under any of the following circumstances: 

  1. Repeated requests (more than one) for services outside the scope of the IT Technical Lead/IT Technician 3 job description responsibilities, as defined on Friday, 17th September 2021;
  2. Repeated requests (more than one) for training/documentation services outside the scope of the IT department’s processes and procedures;
  3. Repeated requests (more than one) made to the Consultant through channels of communication other than what is defined in the agreement above (via phone call/SMS message at (916) 883-1526‬), or via email at tshaw.consultant@gmail.com); or
  4. Impossibility of performance. Not honoring communicated time expectations or requesting more work beyond the maximum number of billable hours.
  • Either Party may terminate this agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing.
  • Otherwise than for breach or consent, a Party may terminate this agreement upon giving the other Party no less than ______________days’ notices in writing. The other Party reserves the right to charge costs that have already been incurred if this provision is breached.
  • The termination of this agreement shall not discharge the liabilities accumulated by either Party.
  • Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
  1. DISPUTE RESOLUTION

Arbitration shall resolve any dispute under this agreement. The Parties shall result to Arbitration by a qualified Arbitrator agreed by the Parties in writing.  If the parties cannot agree on an Arbitrator, each Party shall select one Arbitrator, and both Arbitrators shall then decide a third.  The third Arbitrator so selected shall arbitrate the said dispute. The Arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

  1. CONSULTANT ACKNOWLEDGEMENTS 

The Consultant acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.

  1. GENERAL PROVISIONS
  • The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
  • This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. If any ambiguity is found in the agreement or various documents forming this agreement, the Consultant shall issue any necessary clarification or instruction. The Parties will exercise utmost good faith in this agreement.
  • Parties may alter this agreement subject to a written document signed by all Parties.
  • Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
  • This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.
  • All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
  • The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
  • Any reference to the singular includes the plural and vice versa, and the male gender includes the female gender and vice versa.
  • Parties shall be served through their above-named addresses; either Party may change their addressees by reasonable written notice given to the other Party.

THE COMPANY: _____________________________________________________________________

THE CONSULTANT: (916) 883-1526‬), tshaw.consultant@gmail.com) 

  • This agreement shall be governed by and construed per the laws of the State of California.

IN WITNESS WHEREOF, the Parties have executed this agreement, as set below.

Signed by the duly authorized representative of the COMPANY
Signature:
Name:
Designation:
Date:…………………………………………….……
Signed by the CONSULTANT

Signature :
Name:
Date:……………………………………………
 
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