The NonProfit Plug

Consulting Services Agreement

This Agreement (the "Agreement") is entered into as of {{proposal.createdDate}} by and between {{client.firstName}} {{client.lastName}} (referred to as the "Company"), and The Nonprofit Plug (referred to as the "Consultant").

1. Consulting Services

During the term of this Agreement, Consultant will provide consulting services to the Company as detailed in the attached Plan of Action (the "Services"). Consultant affirms that they are appropriately licensed (where applicable) and possess the qualifications, experience, and capability to perform the Services. Consultant will make diligent efforts to execute the Services to the satisfaction of the Company.

2. Fees

In consideration of the Services and other obligations, the Company shall remit the payment amount chosen in the selected payment option, as outlined in the attached documentation.

All fees are non-refundable.

Failure to meet payment obligations will result in an immediate delay in nonprofit formation and incorporation. Additionally, non-payment or breach of payment terms will incur legal fees and collection procedures.

3. Expenses

Consultant shall be solely responsible for any incurred expenses related to performing the Services unless otherwise specified. Reimbursement requests must include reasonable evidence of expenses' relevance and necessity for Services under this Agreement.

4. Term and Termination

Consultant will serve as a consultant to the Company starting on the Commencement Date and ending upon the earlier of (a) the completion of Services by Consultant, or (b) receipt of the maximum consulting fees.

Notwithstanding the above, either party may terminate this Agreement with a written notice of at least 30 business days. In case of termination, Consultant shall receive compensation for the Services executed before termination.

Either party's default or material breach may lead to immediate termination. Failure to rectify the breach within the stipulated business days after receiving written notice may result in termination.

5. Independent Contractor

Consultant's association with the Company is as an independent contractor, not an employee.

6. Method of Providing Services

Consultant holds full discretion over the approach, specifics, and execution of the Services. Consultant may engage additional personnel, subcontractors, partners, or agents ("Assistants") at their own expense. Assistants are not considered Company employees, and Consultant bears complete responsibility for their satisfactory professional performance.

6.1 No Authority to Bind Company

Consultant acknowledges that neither Consultant nor Assistants can enter into contracts binding the Company without written authorization.

6.2 No Benefits

Consultant and Assistants are ineligible for Company employee benefits. Any potential eligibility waiver for Consultant or Assistants must be agreed upon in writing.

6.3 Withholding; Indemnification

Consultant is responsible for applicable withholding taxes on compensation and compliance with labor and employment regulations. Consultant indemnifies the Company against any liability, claims, or penalties related to these obligations.

7. Supervision of Services

Services' nature and frequency will be determined by mutual agreement between Consultant and the Company's Founder. Consultant will provide regular reports to the Founder regarding Services' progress, as per Founder's discretion.

8. Services for Competitors

Consultant assures that during the Agreement term, they won't provide consulting or services to or engage in employment with competitors of the Company's products or services without notifying and obtaining approval from the Company. The Company reserves the right to terminate this Agreement if the proposed work conflicts with its interests.

9. Confidentiality Agreement

Consultant will sign a Confidentiality Agreement before commencing Services.

10. Conflicts with this Agreement

Consultant warrants no pre-existing obligations conflicting with this Agreement. Consultant further warrants that their performance won't breach confidentiality agreements or infringe on intellectual property rights. Consultant won't incorporate third-party products, ideas, or techniques without the Company's prior written approval.

11. Miscellaneous

11.1 Amendments and Waivers

Any amendments or waivers to this Agreement require written consent from the Company.

11.2 Entire Agreement

This Agreement supersedes all previous negotiations and writings, serving as the sole agreement between the parties.

11.3 Notices

Formal notices under this Agreement shall be in writing and deemed received upon personal delivery, overnight courier, email, or fax confirmation, or 48 hours after depositing in the U.S. mail as certified or registered mail.

11.4 Governing Law

This Agreement's validity, interpretation, and performance are governed by California law, excluding conflict of laws principles.

11.5 Severability

Unenforceable provisions shall be renegotiated in good faith. If no agreement is reached, the excluded provision won't affect the rest of the Agreement.

11.6 Counterparts

This Agreement may be executed in counterparts, constituting a single instrument.

11.7 Legal Counsel

Both parties acknowledge the opportunity to seek independent legal counsel and understanding of this Agreement's terms.

The parties have executed this Agreement on the date first written above.

[Your Name] [Your Title] The Nonprofit Plug

[Client's Name] [Client's Title] [Client's Company Name]
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