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The Advisor Agreement (for Service Fee) is a document that outlines the agreement between Party 1, the advisor, and Party 2, the company. The document begins by highlighting the importance of the agreement, emphasizing that the advisor will consult, work with, and advise the company on matters relating to its business, technology, and products.
The document is divided into several sections, each addressing a specific aspect of the agreement. In Section 1, titled 'Services and Consideration,' it is stated that the advisor will receive a service fee for their services. The amount of the fee is specified as currencyfees per period.
Section 2, titled 'Ownership,' establishes that the company will own all rights, title, and interest to any inventions made or conceived by the advisor in connection with the services provided. The advisor is required to promptly disclose and assign all inventions to the company. The section also mentions that the advisor must assist the company in further evidencing, recording, and perfecting the assignments.
Section 3, titled 'Proprietary Information,' addresses the confidentiality of information obtained by the advisor from the company. It states that all inventions and other business, technical, commercial, and financial information obtained from or assigned to the company constitute proprietary information. The advisor is obligated to hold this information in confidence and not disclose or use it, except in performing the services. However, there are exceptions for information that becomes generally known to the public or that the advisor knew without any obligation of confidentiality prior to its disclosure by the company.
Section 4 covers the termination of the agreement. Either party has the right to terminate the agreement at any time by giving the other party ten days' notice. Certain sections of the agreement, including Sections 2 to 6, and any remedies for breach, will survive termination or expiration.
Section 5 clarifies the relationship between the parties, stating that they will act as independent contractors and not as partners, joint venturers, agents, or employees of each other. It also mentions that the advisor is not eligible to participate in the company's employee benefit plans or similar programs.
Section 6 includes miscellaneous provisions, such as the prohibition of assignment by the advisor without written consent from the company, the right of the company to transfer its rights under the agreement to a third party, and the acknowledgement that any breach of Sections 2 or 3 may result in irreparable harm to the company.
The agreement concludes with Section 7, which states the governing law and jurisdiction.
Overall, the Advisor Agreement (for Service Fee) is a comprehensive document that clearly outlines the rights, obligations, and responsibilities of both the advisor and the company.
To use the Advisor Agreement (for Service Fee), follow these steps:
1. Review the agreement: Read through the entire agreement to familiarize yourself with its contents and understand the terms and conditions.
2. Enter the parties' information: Fill in the names and addresses of both Party 1 (the advisor) and Party 2 (the company) in the designated fields. This ensures that both parties are clearly identified.
3. Specify the service fee: Clearly state the agreed-upon service fee that the advisor will receive for their services. This should be specified as currencyfees per period.
4. Understand ownership rights: Recognize that the company will own all rights, title, and interest to any inventions made by the advisor in connection with the services provided. The advisor must promptly disclose and assign all inventions to the company.
5. Maintain confidentiality: Understand that all inventions and other proprietary information obtained from or assigned to the company must be held in confidence by the advisor. The advisor should not disclose or use this information, except in performing the services.
6. Termination rights: Be aware that either party has the right to terminate the agreement at any time by providing ten days' notice. Certain sections of the agreement will survive termination or expiration.
7. Clarify the relationship: Understand that the parties will act as independent contractors and not as partners, joint venturers, agents, or employees of each other. The advisor is not eligible to participate in the company's employee benefit plans or similar programs.
8. Miscellaneous provisions: Take note of the miscellaneous provisions, such as the prohibition of assignment by the advisor without written consent from the company and the company's right to transfer its rights under the agreement to a third party.
9. Seek legal advice if necessary: If you have any questions or concerns about the agreement, it is recommended to consult with a legal professional to ensure that your rights and interests are protected.
10. Sign the agreement: Once you have reviewed and understood the agreement, both parties should sign the document to indicate their acceptance and agreement to its terms.
Remember, this guidance is provided for informational purposes only and should not be considered legal advice. It is important to consult with a qualified legal professional to address your specific circumstances and ensure compliance with applicable laws and regulations.