AUDIO VISUAL CONSULTING
This Agreement is made
effective as of ___________________2013, by and between
_____________________________________________, and Carlton
Marketing Company, of 266 Washington Ave. Ste D17, Brooklyn, New York 11205.
In this Agreement,
the party who is contracting to receive services shall be referred to as "Client", and the party who will be providing the services shall be referred to as "CMC".
CMC has a background
in Negotiations for Audio Visual Production and is willing to provide services to Client based on this background.
Client desires to have services provided by CMC.
Therefore, the parties agree
1. DESCRIPTION OF SERVICES. Beginning on __________ 2013, CMC will provide the following services (collectively, the "Services"): To provide competitive bids for Audio
Visual Production for ________________________, being held
______________________________ at _____________________________________________________________________________
CMC hereby agrees to
provide and perform for Client those services set forth
in Exhibit A.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the
specific hours to be worked by CMC shall be determined by CMC. Client will rely on CMC to work as many hours as may be reasonably necessary to fulfill CMC's obligations under this Agreement.
3. PAYMENT. Client will
pay a fee to CMC for the Services in the amount of $1400.00. This fee shall be payable in a lump sum Upon acknowledgement
of receipt of any competitive bid provided.
4. SUPPORT SERVICES. Client
will not provide support services, including office space and secretarial services, for the benefit of CMC.
5. NEW PROJECT APPROVAL. CMC and Client recognize that CMC's Services will include working on various projects for Client. CMC shall obtain the approval of Client prior to the commencement of a new project.
6. TERM/TERMINATION. This Agreement shall terminate automatically on _________ 2013.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that CMC is an independent contractor
with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of CMC.
8. DISCLOSURE. CMC is required to disclose any outside activities or interests, including
ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of
Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly,
- any activity that
CMC may be involved with on behalf of Client
9. EMPLOYEES. CMC's employees, if any, who perform services for Client under this Agreement
shall also be bound by the provisions of this Agreement.
10. ASSIGNMENT. CMC's obligations under this Agreement may not be assigned or transferred
to any other person, firm, or corporation without the prior written consent of Client.
11. CONFIDENTIALITY. Client recognizes that CMC has and will have the following information:
- future plans
- technical information
and other proprietary
information (collectively, "Information") which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure
of the Information, CMC agrees that CMC will not at any time or in any manner, either directly or indirectly, use any Information
for CMC's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior
written consent of Client. CMC will protect the Information and treat it as strictly confidential. A violation of this paragraph
shall be a material violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that CMC has disclosed (or has
threatened to disclose) Information in violation of this Agreement, Client shall be entitled to an injunction to restrain
CMC from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information
has been disclosed or may be disclosed. Client shall not be prohibited by this provision from pursuing other remedies, including
a claim for losses and damages.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall
remain in full force and effect after the termination of this Agreement.
14. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are special
and unique assets of Client that need to be protected from disclosure, and in consideration of the disclosure of the Information,
CMC agrees and covenants that for a period of 12 months following the termination of this Agreement, whether such termination
is voluntary or involuntary, CMC will not directly or indirectly engage in any business competitive with Client. This covenant
shall apply to the geographical area that includes all of the State of __________. Directly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business
as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, or (iii) becoming
interested directly or indirectly in any such business, or (iv) soliciting any customer of Client for the benefit of a third
party that is engaged in such business. CMC agrees that this non-compete provision will not adversely affect the livelihood
15. NOTICES. 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 mail, postage prepaid, addressed as follows:
IF for Client:
(Name of Company)
(Name of Principal)
(City, State, Zip)
IF for CMC:
Washington Ave. Ste D17
Brooklyn, New York 11205
Such address may be changed
from time to time by either party by providing written notice to the other in the manner set forth above.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there
are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written
or oral agreements between the parties.
17. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing
and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL 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.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of _____________.
21. INTERRUPTION OF SERVICE. Either party shall be excused from any delay or failure in performance
required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not
limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs
or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights
of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable
interruption. When such events have abated, the parties' respective obligations hereunder shall resume. Except for mandatory
services set forth in Exhibit 1, in the event the interruption of the excused party's obligations continues for a period in
excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written
notice to the other party.
22. ASSIGNMENT. CMC agrees that it will not assign, sell, transfer, delegate or otherwise
dispose of any rights or obligations under this Agreement. Any purported assignment, transfer, or delegation shall be null
and void. Nothing in this Agreement shall prevent the consolidation of Client with, or its merger into, any other corporation,
or the sale by Client of all or substantially all of its properties or assets, or the assignment by Client of this Agreement
and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing,
this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives,
successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.
23. SIGNATORIES. This Agreement shall be signed on behalf of Client by (Name of Principal), (Title)
and on behalf of CMC by Maurice Carlton, President and effective as of the date first above written.
(Name of Company)
(Name of Principal)