THIS CONSULTANT ENGAGEMENT AGREEMENT (the “Agreement”) is entered into by and between Real Integrated Technology, LLC, a Delaware Limited Liability Company, having its principal office at 350 North Orleans Street, Suite 9000n, Chicago, IL 60654 (the “Company”), and the “Consultant”, Electronically defined:
WHEREAS, Consultant warrants and represents that he/she has the requisite qualifications, knowledge and experience to render the Services (as such term is defined below) to the Company; and
WHEREAS, Consultant is interested in providing the Services to Company and the Company, pursuant to such foregoing warrants and representations, is interested in receiving the Services from the Consultant, all subject to and in accordance with the terms set forth herein.
NOW THEREFORE, in consideration of the mutual premises, covenants and understandings contained herein, the parties agree as follows:
1. Representations and Warranties. Consultant represents and warrants to the Company that: (i) there are no contracts and/or restrictive covenants preventing full performance of his/her duties and obligations under this Agreement; and (ii) he/she has the requisite qualifications, knowledge and experience to perform the obligations under this Agreement.
2. The Engagement. Consultant shall provide the Company with project based field services (the “Services”). The Services shall be provided by the Consultant, in person, on a project basis regardless of hours required to complete. The nature and scope of the Services may be updated and adjusted from time to time, upon a mutual written consent by the parties. The point person within the Company shall be the Director of Operations (the “Contact”), which may change from time to time.
3. Compensation. In consideration for his/her Services, the Consultant shall be entitled to the compensation set forth in the document attached hereto as Exhibit B (the “Consideration”).
4. Independent Contractor; Taxes. The parties understand and agree that the Consultant is an independent contractor and there are and shall not be employeremployee relationship between the parties. The Consultant recognizes that he/she shall have sole responsibility to pay any taxes related to the Consideration or to any other compensation he will receive from the Company in consideration for the Services.
5. Duties of Consultant. The Consultant hereby affirms and undertakes that, during the hours of providing the Services to the Company, he/she shall: (a) devote his/her time, knowhow, energy, expertise, talent, experience and best efforts, to the business and affairs of the Company and to the performance of his/her duties with the Company within the framework of specific tasks assigned to him/her from time to time, by mutual agreement between himself/herself and the Company; (b) perform and discharge well and faithfully, with devotion, honesty and fidelity, his/her obligations as set forth herein; (c) comply with all of Company’s disciplinary regulations, work rules, policies, procedures and objectives, as may be determined by Company from time to time, and as notified to him/her by the Company; (d) immediately and without delay, inform the Contact of any affairs and/or matters that might constitute a conflict of interest with his/her position in the Company; and (e) not use any trade secrets or proprietary information in such a manner that may breach any confidentiality and/or other obligation the Consultant may have undertaken relating to any former employer(s) and/or any third party.
6. Proprietary Information and Confidentiality.
6.1. Consultant is aware that in the course of his/her engagement with the Company and/or in connection therewith, Consultant may have access to, and be entrusted with, technical, proprietary, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, and including information received by the Company from any third party subject to obligations of confidentiality towards said third party, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents, improvements, ideas, inventions (whether reduced to practice or not), techniques, products, and technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or supplier lists and/or relations, research and development activities, formula, data, know-how, designs, discoveries, models, computer hardware and software and any and all documentation relating thereto, drawings, dealings and transactions, except for such information which, on the date of disclosure, is, or thereafter becomes, available in the public domain or is generally known in the industry through no fault on the part of the Consultant.
6.2. Consultant agrees and declares that all Proprietary Information, are and shall remain the sole property of the Company and its assigns. During the Term and upon its expiration thereafter, Consultant shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of the Company, except and to the extent as may be necessary in the ordinary course of performing Consultant’s duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity.
6.3. Without derogating from the generality of the foregoing, the Consultant agrees: (a) not to copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any part thereof, without the prior written consent of Company, except as may be necessary in the performance of his/her duties pertaining to the Company; (b) to exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent disclosure and to take all reasonable steps necessary to ensure the maintaining of confidentiality; (c) upon a request by the Company to do so, the Consultant shall immediately deliver to the Company or destroy all Proprietary Information and any and all copies thereof, in whatever form, that had been furnished to the Consultant, prepared thereby and/or came to his/her possession in any manner whatsoever, during and in the course of his/her engagement with the Company, and shall not retain and/or make copies thereof in whatever form.
6.4. Consultant acknowledges that any breach of his/her obligations pursuant to this Section 6 would cause the Company substantial damage for which the Company shall hold them liable. The provisions of this Section 6 shall survive termination of this Agreement and shall remain in full force and effect for a period of 3 years thereafter.
7. Non-Solicitation. Consultant hereby covenants that throughout his/her engagement with the Company and for a period of 12 months thereafter, he/she shall not, whether on his/her own account and/or on behalf of others, in any way solicit, interfere with and/or endeavor to entice away from the Company and/or any of its affiliates, any person, firm or company with whom the Company and/or any of its affiliates shall have any contractual and/or commercial relationship as an employee, consultant, licenser, joint venturer, supplier, customer, distributor, agent or contractor of whatsoever nature, existing or under negotiation on or prior to the effective date of termination of Consultant’s engagement with the Company.
8. Inventions. Consultant agrees to promptly and from time to time fully inform and disclose to the Company all inventions, designs, improvements, discoveries, algorithms, code, executable code, compilation and execution, configuration instructions and the like, which Consultant shall have during his/her engagement with the Company, and which result directly from and are related directly to the Services rendered by Consultant to the Company, or which derive from any experimental work performed by the Company, whether conceived by Consultant alone or with others (the “Inventions”). All Inventions, and any and all rights, interests and title therein, shall be the exclusive property of the Company and Consultant shall not be entitled, and hereby waive, now and/or in the future, any claim to any right, compensation and/or reward in connection therewith. In the event that by operation of law, any Invention shall be deemed Consultant’s, Consultant hereby assigns and shall in the future take all the requisite steps (including by signing all appropriate documents) to assign to the Company and/or its designee any and all of his/her foregoing rights, titles and interests in such Inventions, on a worldwide basis, and hereby further acknowledges and shall in the future acknowledge the Company’s full and exclusive ownership in all such Inventions. To the extent necessary, Consultant shall, during his/her engagement with the Company or at any time thereafter, execute all documents and take all steps necessary to effectuate the assignment to the Company and/or its designee and/or to assist the Company to obtain the exclusive and absolute rights, title and interests in and to all Inventions, whether by the registration of patent, trade mark, trade secret, copyright, and/or any other applicable legal protection, and to protect same against infringement by any third party. This provision shall apply with equal force and effect to all items that may be subject to copyright or trademark protection. The provisions of this Section 8 shall survive termination of this Agreement and shall remain in full force and effect at all times thereafter.
9. Term and Termination.
9.1. This Agreement shall be effective as of the date herein (the “Effective Date”) and shall remain in full force and effect until terminated by either party as provided in Sections 9.2-9.3 hereunder (the “Term”).
9.2. Either party may terminate this Agreement, for any reason by furnishing the other party with a notice of termination (the “Notice of Termination”) 30 days prior to such Notice of Termination having effect (the “Notice Period”). Unless the Company has waived any and/or all of Consultant’s Services under this Agreement during the Notice Period, or any part thereof, Consultant shall be obligated to continue to discharge and perform all of his/her duties and obligations under this Agreement and to take all steps, satisfactory to Company, to ensure the orderly transition to any persons or entity designated by the Company of all matters handled by the Consultant during the course of the provision of the Services.
9.3. Notwithstanding the foregoing to the contrary, the Company shall be entitled to terminate this Agreement with immediate effect as a result of a breach by Consultant of any provisions of Sections 5, 6, 7 and 8 of this Agreement and/or if the Consultant has been convicted under a final judgment of a criminal offense (the “Termination for Cause”).
9.4. Upon termination of the Consultant’s Services, the Consultant affirms and undertakes to (i) transfer his/her Services to his/her replacement, as shall be determined by Company, in an efficient, complete, appropriate and orderly manner; and (ii) return to the Company’s principal office all equipment or documentation, in any media which was given to him/her by the Company in connection with his/her Services (collectively, the “Equipment”). Consultant shall have no (and hereby waives any) rights of lien with respect to any asset or right comprising the Equipment.
10. Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be. Consultant may not assign any of his/her rights or obligations hereunder without first obtaining the Company’s written consent. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business.
11. General. (a) Either party’s failure at any time to require strict compliance by the other party of the provisions of this Agreement shall not diminish such party’s right thereafter to demand strict compliance therewith or with any other provision. Waiver of any particular default shall not waive any other default. (b) All disputes with respect to this Agreement shall be determined in accordance with the laws of the State of Illinois, without giving effect to any principles of conflict of law, and the competent courts in Illinois shall have exclusive jurisdiction of any such dispute. (c) In the event that any provision of this Agreement shall be deemed unlawful or otherwise unenforceable, such provision shall be severed from this Agreement and all other provisions of the Agreement shall continue in full force and effect. (d) This Agreement contains and sets forth the entire agreement and understanding between the parties with respect to the subject matter contained herein, and as such supersedes all prior discussions, agreements, representations and understandings in this regard. This Agreement shall not be modified except by an instrument in writing signed by both parties. (e) Provisions intended to survive the termination of this Agreement, shall so survive. (f) Each notice and/or demand given by one party to the other pursuant to this Agreement shall be given in writing and shall be sent by registered mail or delivered by hand to the other party at the addresses set forth above, and such notice and/or demand shall be deemed given at the expiration of 3 days from the date of mailing by registered mail or immediately if delivered by hand. Such address shall be effective unless notice of a change in address is provided by registered mail to the other party. (g) This Agreement may be executed in counterparts, which may be faxed counterparts, each of which when so delivered shall be deemed an original, and together, an original instrument.
11. Insurance Requirements for Consultants. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, or employees. By executing this agreement, Consultant warrants they have obtained the appropriate coverage and absolve the Company from any liability relating to injury, damage or other financial burden relating to the execution of an assignment. Company may request proof of insurance at any time.
Minimum Scope of Insurance Coverage shall be at least as broad as:
1. General Liability coverage.
2. Automobile Liability coverage.
3. Errors & Omissions Liability insurance appropriate to the consultant’s profession. IN WITNESS WHEREOF, the parties have executed this Agreement as of the designated date
Specification of Services
The Consultant shall perform a field inspection in accordance with training provided by the Company, in conjunction with industry standards, and on the platform and in the manner dictated by the Company. Each assignment may differ, and the Consultant must perform each assignment in accordance with the specifications for each assignment.
The Consultant shall be entitled to the following consideration:
Basic Annual Inspection $100 per inspection
Other inspections may be added at other compensation levels, to be agreed upon between Company and Consultant prior to the execution of the assignment.