Description
CONSULTING AGREEMENT
- THE PARTIES. This Consulting Agreement (“Agreement”) is made effective as of ___________________________, by and between:
Consultant: Contrail Rockets LLC. with a mailing address of 1894 E. Tradition Ln. Lake Havasu City AZ 86404 USA with contact information of info@contrailrockets.com 928-208-5580 (“Consultant”), and
Client: __________________________________________________Your shipping address, bill to address, contact phone number and email address are required.
- SERVICES. Consultant agrees to provide Designs, Prototypes, Finished Products related to the Consultants primary focus of Hybrid Rocket Motors. Additional services related to Ground Support Equipment and Launch Vehicle Design or manufacture can also be provided. We are limited to a maximum motor size of 819200 Total Newtons. Launch vehicle designed to not exceed a maximum launch altitude of 92 miles. In addition, the Consultant shall be in compliance with ITAR International Traffic in Arms Regulations. We reserve the right to withhold Services that are or are later determined to violate ITAR.
III. TERM. The Services shall commence on _______________________________, and either party may terminate this Agreement with 30 day notice.
- COMPENSATION. In consideration for the Services provided, the Consultant is to be paid in the following manner: Major projects can be based on a bid for services all other work shall be based on $150 per hour per consultant involved it the project. Compensation is also required when information is requested by Client to the Consultant.
- PAYMENT METHOD. Consultant shall be paid, in accordance with section IV, Major Projects shall be paid in advance per invoice sent to Client. Minor projects or requests for information estimated at less than 50% of the Retainer shall be paid by invoice upon completion of services.
- RETAINER. The Client is required to pay a Retainer in the amount of $ 1000.00 to the Consultant as an advance on future Services to be provided. Upon notice of termination of services any and all outstanding invoices generated or to be generated shall be deducted from the Retainer and the balance shall be returned to the Client. Note any incomplete projects or information requests shall be also invoiced and deducted from the Retainer but said projects or information shall be retained by Consultant due to the potential errors and omissions that such information in its incomplete state could create.
VII. EXPENSES. The Client agrees to pay the Consultant within fifteen (15) days of receiving notice/invoice of any expense directly associated with the Services. Upon request by the Client, the Consultant may have to show receipt(s) or proof(s) of purchase for said expense.
VIII. PROTOTYPE DEVELOPMENT & TESTING. The Client agrees to pay the Consultant in advance for prototype design and testing as it relates to the safe and operational final designed product. These expenses shall include but not limited to Consultants hourly rate, travel, lodging, all equipment and materials of any expense directly associated with this Agreement. Upon request by the Client, the Consultant may have to show receipt(s) or proof(s) of purchase for said expense.
- DISPUTES. If any dispute arises under this Agreement, the Consultant and the Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve such disputes themselves, then either party may submit the dispute to 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.
- LEGAL NOTICE. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in-person or deposited in the United States Postal Service via Certified Mail with return receipt.
- RETURN OF RECORDS. Upon termination of this Agreement, the Consultant shall deliver all records, notes, and data of any nature that are in the Consultant’s possession or under the Consultant’s control and that are of the Client’s property or relate to Client’s business.
XII. WAIVER OF CONRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XIII. INDEPENDENT CONTRACTOR STATUS. The 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:
a.) Consultant has the right to perform Services for others during the term of this Agreement;
b.) 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 of the work that is performed;
c.) Consultant has the right to hire assistant(s) as subcontractors or to use employees to provide the Services under this Agreement.
d.) Neither Consultant nor the Consultant’s employees or personnel shall be required to wear any uniforms provided by the Client;
e.) 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;
f.) 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
g.) 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.
XIV. 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.
- PAYMENT OF TAXES. Under this Agreement, the Client shall not be responsible for:
a.) 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;
b.) Making Federal and/or State unemployment compensation contributions on the Consultant’s behalf; and
c.) 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.
XVI. EMPLOYEES’ COMPENSATION. The Consultant shall be solely responsible for the following:
a.) Employee Benefits. The Consultant understands and agrees that they are solely responsible and shall be liable to all benefits that are provided to their employees, including, but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.
b.) Unemployment Compensation. The Consultant shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Consultant shall not be entitled to unemployment compensation with the Services performed under this Agreement.
c.) Workers’ Compensation. The Consultant shall be responsible for providing all workers’ compensation insurance on behalf of their employees. If the Consultant hires employees to perform any work under this Agreement, the Consultant agrees to grant workers’ compensation coverage to the extent required by law.
XVII. DISCLAMER & LIABILITY WAIVER. Contrail Rockets LLC. / Consultant specifically disclaims any warranties with respect to any services rendered and all products sold or distributed, the safety or suitability thereof, or the result obtained, whether express or implied, including without limitation, any implied warranty of merchantability of fitness for a particular purpose and/or any other warranty. Client and end users assume all risk, responsibility and liability whatsoever for any and all injuries (including death, losses, or damages to persons or property), including consequential damages arising from the use of any product or data, whether or not occasioned by Contrail Rockets LLC. / Consultant’s negligence or based on strict product liability or principles of indemnity or contribution. Contrail Rockets LLC. / Consultant neither assumes nor authorizes any person to assume for it any liability in connection with the use of any product or data.
Contrail Rockets LLC. / Consultant ensures that reasonable care is taken during the design and manufacture process. Because we cannot control the use or storage of our products, Contrail Rockets cannot be held responsible for any personal injury or property damage resulting from the handling, use or storage of its products. The Client assumes and accepts all liabilities and risks associated by the handling or use of Contrail Rockets LLC. Products. By Purchasing a Contrail Rocket, LLC. service or product, you are hereby acknowledging the above disclaimer, and agree to not hold Contrail Rockets, LLC., its owners, employees, stockholders, partners, or subcontractors for any harm or blame caused by the use of our product, caused by the Client, and/or end user.
XVIII. CONFIDENTIALITY & PROPRIETARY INFORMATION. The Consultant acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Consultant in order for the Consultant to perform their duties under this Agreement. The Consultant acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Consultant will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client’s prior written permission except to the extent necessary to perform the Services on the Client’s behalf.
Proprietary or confidential information includes, but is not limited to:
a.) The written, printed, graphic, or electronically recorded materials furnished by Client for Consultant to use;
b.) Any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and
c.) Information belonging to customers and suppliers of the Client about whom the Consultant gained knowledge as a result of the Consultant‘s Services to the Client.
Upon termination of the Consultant’s Services to the Client, or at the Client’s request, the Consultant shall deliver all materials to the Client in the Consultant’s possession relating to the Client’s business. The Consultant acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client’s rights and remedies otherwise available at law.
Furthermore, proprietary information, under this Agreement, shall include:
a.) The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, inventions, creations, works, devices, models, 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. Works-in-progress and deliverables which are incomplete, or which do not meet safety standards of industry, or the Consultant will be retained due to potential liability/safety issues.
b.) Consultant hereby assigns to the Client all rights, title, and interest in any and all photographic images and videos or audio recordings made by the Client while the Agreement is in effect.
c.) The Client will be entitled to reference Contrail Rockets LLC. as Consultant in advertising and other materials while the Agreement is in effect.
XIX. ASSIGNMENT AND DELEGATION. The Consultant may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”). The Consultant recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.
The Consultant shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this section. If any such information is shared by the Subcontractor to third (3rd) parties, the Consultant shall be made liable.
- GOVERNING LAW. This Agreement shall be governed under the laws in the State of Arizona in the United States of America.
XXI. SEVERABILITY. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court administers that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.
XXII. ADDITIONAL TERMS & CONDITIONS. _________________________________
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XXIII. ENTIRE AGREEMENT. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Consultant. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates written hereunder.
Consultant’s Signature: ___________________________ Date: _________________
Print Name: ___________________________
Client’s Signature: ___________________________ Date: _________________
Print Name ___________________________
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