Fillable Printable Sample Agreement CONSULTING AGREEMENT
Fillable Printable Sample Agreement CONSULTING AGREEMENT
Sample Agreement CONSULTING AGREEMENT
Standard (Sample) Agreement
CONSULTING AGREEMENT
This Agreement, dated as of ____________, is between Randi S. Waltuck, a sole proprietor, D/B/A
International Customs Consulting (“CONSULTANT”) , and
________________________________________________________, (“CLIENT”), a __________________ (State)
company.
RECITALS
A. CLIENT desires to retain CONSULTANT to render consulting and advisory services for CLIENT on the
terms and conditions set forth in this Agreement and CONSULTANT desires to be retained by CLIENT on
such terms and conditions.
NOW, THEREFORE, CLIENT and CONSULTANT agree as follows:
1. Retention of Consultant; Services to be Performed. CLIENT hereby retains CONSULTANT for the term
of this Agreement to perform the consulting services set forth in Schedule A for CLIENT (“Services”). In
rendering Services hereunder, CONSULTANT shall be acting as an independent contractor and not as
an employee or agent of CLIENT. As independent contractors, neither CONSULTANT nor CLIENT shall
have any authority, express or implied, to commit or oblige the other in any manner whatsoever, except
as specifically authorized from time to time in writing by an authorized representative of CONSULTANT
or CLIENT, as the case may be, which authorization may be general or specific. Nothing contained in this
Agreement shall be construed or applied to create a partnership. CONSULTANT shall be responsible for
the payment of all federal, state and/or local taxes payable with respect to all amounts paid to
CONSULTANT under this agreement.
2. Compensation for Consulting Services. For Services hereunder, CLIENT shall pay to CONSULTANT a
fee of $________ per hour, or a set fee per task requested according to the fee structure noted in
Schedule B. The minimum time to be billed for any one day work performed at CONSULTANT’S location
will be two (2) hours. The minimum time to be billed for any one day for work performed at CLIENT’S
location will be four (4) hours.
3. Expenses. CLIENT shall reimburse CONSULTANT for all reasonable travel and other out-of-pocket
expenses incurred by CONSULTANT in rendering Services hereunder. Travel expenses shall include the
cost of any travel by personal vehicle to a location more than twenty-five (25) miles from the
CONSULTANT’S primary work location, the costs of any required public transportation, the cost of meals,
and the costs of necessary lodging. The costs of time required for traveling shall be paid for all time
CONSULTANT is away from CONSULTANT’S primary work location, but excluding any time spent on
personal business or at a place of temporary lodging. CLIENT shall pay such reimbursement within 30
days after receipt of appropriate receipts or documentation of the expense(s).
4. Billing. CONSULTANT SHALL INVOICE client on a weekly basis, providing a listing of labor terms and
expenses. Payment on invoices so provided shall be due within 30 days from the invoice date. Other
arrangements may be made on a case by case basis and shall be written into the statement of work
defined in Schedule A.
5. Confidential Information. Confidential information of any nature that either party acquires regarding
any aspect of the other party’s business shall be treated in strictest confidence. Information so obtained
shall not be divulged, furnished or made accessible to third parties without the written permission of the
other party to this Agreement. Both parties retain the right to do business with third parties in matters that
maybe competitive with the interests of the other party to this agreement. However, the confidentiality
constraints above shall be binding and precedence over these business matters. Upon termination of
the Agreement, the terms of this paragraph shall remain in effect for five (5) years.
6. Ownership of Intellectual Property.
(a). CONSULTANT shall retain ownership of all generic notebooks, notes, drawings and similar materials,
including computer generated documents created by CONSULTANT in the performance of Services
under this Agreement. CLIENT shall retain ownership of all CLIENT-specific notebooks, notes, drawings
and similar materials, including computer generated documents created by CONSULTANT in the
performance of Services under this Agreement. All conditions of confidentiality of these documents shall
be in effect as defined elsewhere in this Agreement.
(b). CLIENT shall be responsible for verifying any property rights of other parties prior to the use of any
work product provided under this Agreement.
( c). CLIENT acknowledges that the use of any design, advice, drawing or other service provided by
CONSULTANT, its employees and agents does not relieve the CLIENT’S responsibility to execute
sufficient judgment to ensure that any resulting product or information is suitable for use in CLIENT’S
business.
7. Term and Termination.
(a). Unless terminated at an earlier date in accordance with Section 7(b,) this Agreement shall
commence as of the date first written above and shall continue until (date) __________________.
(b). This Agreement may not be terminated except if notice is given by either party with 60 days’ notice. In
the case where the CLIENT wishes to terminate this Agreement prior to its completion, the
CONSULTANT shall be entitled to receive all fees and expenses incurred up to the date of termination in
accordance with the billing procedures set forth in Section 4 from the CLIENT.
8. Indemnification. CLIENT agrees to indemnify, defend and hold harmless CONSULTANT against any
and all loss, liability, expense and costs (including attorney’s fees, judgments, fines, penalties, interest
and amounts paid in settlement) actually and reasonably incurred by CONSULTANT in connection with
any threatened, pending, completed or future action, suit or proceeding to which CONSULTANT is, or is
threatened to be, made a party arising from or related to Services that have been provided hereunder.
The terms of this Section 8 are non-revocable and shall survive the termination of this Agreement.
9. Disputes. Any action based on this Agreement, including disagreement, disputes regarding the terms
and conditions, alleged breaches of contract, and remedies under contract, shall be governed by the
laws of the State of __________________ and shall be adjudicated exclusively by a court of competent
jurisdiction in __________________________.
10. Miscellaneous.
(a). Entire Agreement. This Agreement (including the exhibits, schedules and other documents herein)
constitutes the entire agreement between the parties with respect to the subject matter hereof. This
Agreement supersedes any and all prior agreements, oral or written, between the parties with respect to
the subject matter hereof.
(b) Severability. If any provision of this Agreement is for any reason declared to be invalid or
unenforceable, the validity and enforceability of the remaining provisions shall not be affected thereby.
Such invalid or unenforceable provision shall be deemed modified to the extent necessary to render it
valid and enforceable, and if no modification shall render it valid and enforceable, this Agreement shall
be construed as if not containing such provision and the rights and obligations of the parties shall be
construed and enforced accordingly.
( c). Amendment, Waiver, Modification or Termination. No amendment, waiver, modification or
termination of this Agreement shall be binding unless it is in writing and signed by both CONSULTANT
and CLIENT and dated subsequent to the date hereof. Performance for work by CONSULTANT and/or
acceptance of payment by CONSULTANT for work performed and/or work to be performed for CLIENT
beyond the scope of this Agreement does not constitute acceptance by CONSULTANT of amendments
or modifications to this Agreement nor shall they be binding.
(d). Assignment. This Agreement and the rights and obligations of the parties hereunder shall not be
assignable by either party without prior written consent of the other party.
(e). Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, personal representatives and, to the extent permitted by subsection (D),
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, CLIENT and CONSULTANT have executed this Agreement as of the date set
forth in the first paragraph.
_______________________
Authorized signature for CONSULTANT
_______________________
Title/Date
_______________________
Authorized signature for CLIENT
_______________________
Title/Date
Schedule “A” -- SERVICES
Service Completion Date Remark
A. Country of Origin Analysis(es)
a. NAFTA
b. IFTA
c. KORUS
d. GSP
e. EU
f. “Made in USA”
g. Other
B. Tariff Classifications
a. General
b. Tariff Engineering
c. Submission for Ruling
C. Valuation Review
a. Internal Control Procedures
b. Prior Disclosure
c. First Sale Review
d. Reconciliation Support
e. Other
D. Training
a. General Training
b. Customized Training
c. Staff Workshop
E. Self-Audit
a. General Implementation
b. Customized
F. Internal Control Procedures
a. General
b. Customized
c. Review
G. Duty Drawback
H. Representation during Customs Audit
I. Response to USCS Inquiry
J. Other, TBD
Schedule “B” -- FEES
Standard services are $250.00 per hour for reviews. Most submissions are included in the standard
service fee. Certain services carry additional fees as below:
Service Additional Fee Remark
A. Country of Origin Analysis(es)
a. NAFTA
b. IFTA
c. GSP
d. EU
e. “Made in USA”
f. Other
B. Tariff Classifications
a. General
b. Submission for Ruling
C. Valuation Review
a. Internal Control Procedures
b. Prior Disclosure
D. Training
a. General Training
b. Customized Training TBD
c. Staff Workshop
E. Self-Audit
a. General Implementation
b. Customized
F. Internal Control Procedures
a. General
b. Customized
c. Review
G. Duty Drawback Fee is Waived: ___% of Claim
H. Representation during Customs Audit
I. Response to USCS Inquiry
J. Other, TBD
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