Services Agreement - Advanced Weldtec Inc

CONSULTING, INSPECTION & TRAINING SERVICES AGREEMENT
This Agreement is made this _____ day of _________, 201__, by and between
(the “Client”), and Advanced Weldtec Inc (the “Consultant”),
The Client and the Consultant hereby agree as follows:
1. Consulting, Inspection & Training Services
Subject to the terms and conditions of this Agreement, the Client hereby retains Consultant as a consultant and
technical advisor to perform the consulting, inspection and/or training services specifically set out in Exhibit A
Scope of Work attached to this Agreement and made a part hereof (hereafter referred to as the “Services”), as said
Exhibit may be amended as agreed to and approved in writing by both parties, and Consultant agrees, subject to
the terms and conditions of this Agreement, render such Services during the term of this Agreement.
Consultant agrees to perform such services, at all times, in strict accordance with currently approved and accepted
methods and practices in his or her profession. Consultant further agrees to provide services in a professional,
timely and competent manner.
2. Compensation Terms & Conditions.
Client agrees to the following compensation and payment terms:
(a) Pricing for on-site (Client’s location) Consulting, Inspection and Training Services is as follows:
•
•
•
Four (4) hour minimum charge of $340.00
o Calculated as time worked plus travel time to and from customer’s facility
Eight (8) hour minimum charge of $680.00 when four (4) hour minimum charge is exceeded
when work + travel exceed eight (8) hour minimum, additional charges @$85/hour apply
Travel time charges:
• Daily two-way travel time charges @$85/hour apply to services scheduled with less than three (3)
business days’ notice
o Two way to and from our facility to customer’s job location and return
• Daily one way travel time charges @$85/hour apply to services scheduled with a minimum of three (3)
business days’ notice
o One way from our facility to customer’s job location
(b) Confirmation of scheduled visit requires pre-payment for work to be performed on-site by Client at least three
(3) business days prior to scheduled on-site visit with Consultant in the amount of $ 680.00
• Covers 8 hours of travel and work
• Payment for work exceeding the eight (8) hour minimum charge must be paid on-site prior to Consultant
leaving the premises (COD – collect on delivery)
• Consultant shall refund Client $340.00 of the pre-payment confirmation charge for on-site visit that meets
our four (4) hour minimum charge policy
(c) Pricing and Terms for Document Preparation is as follows:
• PQR / Procedure Qualification Record,
o Price may range from $1,200 to $2,500 for each PQR
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Consultant will provide an approximate quote to Client and Client must agree in writing on a base
price before work is performed
o prices may change when circumstances arise that are out of the control of the Consultant, such
things as:
 welder skills and speed
 delays and interruptions caused by the Client
WPS / Welding Procedure Specification
o pre-qualified WPS or WPS written from a PQR
 $350 for the first WPS
 $175 for each additional WPS based on the first WPS prepared or similar in nature
WPQR / Welder Performance Qualification Record
o $175 for each WPQR prepared after testing welder at Client’s location
o
•
•
•
Inspection Report
o $175 for each Inspection report prepared
Client must pay Consultant for all prepared documents upon completion of work and prior to Consultant delivery
of prepared documentation to Client
• Consultant will not deliver to Client any unpaid documents prepared.
3. Independent contractor status.
The parties agree that this Agreement creates an independent contractor relationship, not an employment
relationship. The Consultant acknowledges and agrees that the Client will not provide the Consultant with any
employee benefits, including without limitation any employee stock purchase plan, social security,
unemployment, medical, or pension payments, and that income tax withholding is Consultant’s responsibility. In
addition, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other
party.
4. Indemnification
Notwithstanding any other term of this Agreement, Client shall indemnify, defend and hold harmless Consultant,
current or future directors, trustees, officers, and professional staff, and their respective successors, heirs and
assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of
any kind or nature (including without limitation to reasonable attorneys’ fees and other costs and expenses of
litigation) incurred by or imposed upon the Indemnities or any one of them in connection with any claims, suits,
actions, demands or judgments arising out of this Agreement (including, but not limited to, actions in the form of
tort, warranty, or strict liability).
6. Confidential Information
(a) The parties acknowledge that in connection with Consultant’s Services, the Client may disclose to Consultant
confidential and proprietary information and trade secrets of the Client, and that Consultant may also create such
information within the scope and in the course of performing the Services. Such information may take the form
of, for example: the Client’s know-how; the Client’s manufacturing strategies and processes; the Client’s past,
present and future business plans. Notwithstanding the above, the Client acknowledges and agrees that none of
the information provided to Consultant by Client will be considered Client Confidential Information for purposes
of this Agreement, unless the information is disclosed to Consultant by the Client in writing and is clearly marked
as confidential, or, where verbally disclosed to Consultant by the Client, is followed within thirty (30) days of
such verbal disclosure by a writing from the Client confirming such disclosure and indicating that such disclosure
is confidential.
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(b) Subject to the terms and conditions of this Agreement, Consultant hereby agrees that during the term of this
Agreement and for a period of three (3) years thereafter: (i) Consultant shall not publicly divulge, disseminate,
publish or otherwise disclose any Client Confidential Information without the Client’s prior written consent,
which consent shall not be unreasonably withheld; and (ii) Consultant shall not use any such Client Confidential
Information for any purposes other than consultation with the Client.
(c) Notwithstanding any other term of this Agreement, the Client agrees that it shall not disclose to Consultant
any information which is Client Confidential Information: (i) except to the extent necessary for Consultant to
fulfill Consultant’s obligations to the Client under this Agreement; or (ii) unless Consultant has agreed in writing
to accept such disclosure. All other information and communications between the Client and Consultant shall be
deemed to be provided to Consultant by the Client on a non-confidential basis. The Client further agrees that
Consultant shall not be liable to the Client or to any third party claiming by or through the Client for any
unauthorized disclosure or use of Client Confidential Information which occurs despite Consultant’s compliance
with Consultant’s obligations under this Agreement.
(d) Upon termination of the Agreement, or any other termination of Consultant’s services for the Client, all
records, drawings, notebooks and other documents pertaining to any Confidential Information of the Client,
whether prepared by Consultant or others, and any material, specimens, equipment, tools or other devices owned
by the Client then in Consultant’s possession, and all copies of any documents, shall be returned to the client,
except Consultant may keep copies of all documents for his or her files (which copy shall be subject to the
confidentiality and non-use requirements set out in this Agreement).
8. Term of this Agreement
(a) This Agreement shall remain in effect until Consultant has performed and delivered all work requested by
Client.
(b) This Agreement may be terminated by either party, with or without cause, upon fifteen (15) days prior written
notice to the other; provided that if Consultant terminates this Agreement, Consultant shall, in accordance with
the terms and conditions hereof, nevertheless wind up in an orderly fashion assignments for the Client which
Consultant began prior to the date of notice of termination hereunder.
(c) Upon termination of this Agreement for any reason, Consultant shall be entitled to receive such
compensation, if any, accrued under the terms of this Agreement, but unpaid, as of the date Consultant ceases
work under this Agreement. In addition, Consultant shall be reimbursed for any non-cancellable obligations, any
cancellation penalties, and, unless Consultant terminates the agreement without cause, any expenditures
reasonably made in order to perform the Services that were to occur had cancellation not occurred.
(d) No alteration or modification of this Agreement, including Exhibit A Scope of Work hereto, shall be valid
unless made in writing and executed by Consultant and the Client.
(e) The laws of California shall govern this Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.
____________________________________
[Consultant’s Signature]
__________________________
[Date]
[CLIENT – COMPANY NAME, ADDRESS, PHONE NUMBER]
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By: ________________________________ Title: ____________________________ Date: _______________
[Client Representative Signature]
Exhibit A- Scope of Work
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