Consulting Agreement
This Consulting Agreement (the “Agreement”) is made and entered into on the date mentioned below by and between:
Company: The Postpartum OT, LLC, with its principal place of business located at 1530 P B Lane, N5363 Wichita Falls, Texas 76302 (the “Company”);
Consultant: The Postpartum OT, LLC, with its principal place of business located at 1530 P B Lane, N5363 Wichita Falls, Texas 76302 (the “Consultant”);
(Hereinafter referred to individually as a “Party” and collectively as the “Parties.”)
WHEREAS, the Consultant has expertise in postpartum occupational therapy education and related services;
WHEREAS, the Company desires to engage the Consultant to provide certain consulting services in the area of the Consultant’s expertise, and the Consultant agrees to provide such services to the Company;
NOW, THEREFORE, the Parties agree as follows:
1. ENGAGEMENT & SERVICES
(a) Engagement. The Company hereby engages the Consultant to perform the services set forth in Exhibit A attached hereto (the “Services”), and the Consultant accepts the engagement.
(b) Standard of Services. The Consultant shall provide Services with diligence, professionalism, and proficiency consistent with the Consultant’s background and expertise. The Company shall provide the Consultant with reasonable access to information, resources, and personnel necessary for the performance of the Services.
(c) Tools and Equipment. The Consultant shall provide its own tools, equipment, and workspace unless otherwise agreed in writing, except for software or technology that the Company agrees to provide.
(d) Representation and Warranty. The Consultant represents that they are under no contractual or other restrictions that would interfere with their ability to perform the Services.
2. CONSULTANCY PERIOD
(a) Commencement. This Agreement shall commence on January 1, 2025 and remain in effect until the Services are completed or until terminated as provided herein.
(b) Termination. Either Party may terminate this Agreement upon 30 calendar days’ written notice in the event of a material breach, including:
(i) Violation of terms in Articles 3, 4, 5, 6, or 8;
(ii) Failure to cure any other breach within 30 days of written notice;
(iii) Death or incapacity of the Consultant;
(iv) Gross negligence or willful misconduct by either Party; or
(v) Insolvency, liquidation, or bankruptcy of either Party.
(c) Effect of Termination. Upon termination, all rights and obligations of the Parties shall cease except for those expressly intended to survive termination.
3. CONSULTANCY FEE & EXPENSES
(a) Consultancy Fee. The Company shall pay the Consultant fees as outlined in Exhibit A (the “Consultancy Fee”).
(b) Expenses. The Consultant is entitled to reimbursement for pre-approved expenses incurred while performing the Services, subject to submission of receipts and compliance with the Company’s reimbursement policies.
(c) Payment. The Consultant shall invoice the Company monthly for Services rendered, and payment shall be due within 10 calendar days of receipt. Alternatively, the Company agrees to allow auto-draft payments for all amounts due, as set forth in Exhibit A.
4. WORK PRODUCT & INTELLECTUAL PROPERTY
(a) Defined. “Work Product” refers to any materials, content, or intellectual property created by the Consultant in connection with the Services, including but not limited to course materials, presentations, resources, designs, and other outputs.
(b) Ownership. All Work Product shall be the sole property of the Company. The Consultant assigns all rights, title, and interest in the Work Product to the Company upon creation.
(c) License. If the Consultant incorporates pre-existing work into the Work Product, the Consultant grants the Company a perpetual, royalty-free license to use, modify, and distribute such work.
5. CONFIDENTIAL INFORMATION
(a) Defined. “Confidential Information” includes any proprietary information, trade secrets, or data disclosed by the Company to the Consultant.
(b) Obligations. The Consultant agrees to:
(i) Use the Confidential Information solely for the performance of the Services.
(ii) Not disclose the Confidential Information to third parties without the Company’s written consent.
(c) Return of Information. Upon termination, the Consultant shall return or destroy all tangible forms of the Company’s Confidential Information.
6. INDEPENDENT CONTRACTOR
The Consultant shall perform all Services as an independent contractor. This Agreement does not create an employer-employee relationship, and the Consultant shall not be entitled to employee benefits. The Consultant is responsible for paying all applicable taxes.
7. FORCE MAJEURE
Neither Party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including acts of God, war, natural disasters, labor disputes, or other unforeseen events. If such events continue for more than 30 days, either Party may terminate the Agreement upon written notice.
8. NON-PUBLICITY
Neither Party shall disclose the terms of this Agreement or its existence to third parties without prior written consent, except as required by law or court order.
9. ASSIGNMENT
The Consultant may not assign this Agreement or delegate any obligations without prior written consent from the Company. The Company may assign this Agreement to a successor entity in connection with a sale or transfer of its business.
10. GOVERNING LAW & DISPUTE RESOLUTION
This Agreement shall be governed by the laws of the State of [Insert State]. Any disputes arising from this Agreement shall be resolved through arbitration in [Insert City, State].
11. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.
(b) Severability. If any provision is deemed invalid, the remaining provisions shall remain in full force.
(c) Amendments. Any changes to this Agreement must be made in writing and signed by both Parties.
EXHIBIT A: SERVICES & FEES
• Services: The Consultant will provide the following services: [Insert Description of Services, e.g., developing postpartum education courses, consulting on occupational therapy practices, etc.].
• Consultancy Fee: [what if prices aren’t known or fluctuate?????].
• Payment Terms: [?????].
By signing below, the Parties agree to the terms of this Agreement:
The Postpartum OT, LLC (Consultant):
Name: Melissa O’Neal
Signature: _______________________________
Date: _________________________
Company: The Postpartum OT, LLC
Name: [Insert Client Name/Entity Name]
Signature: _______________________________
Date: _________________________