CONSULTING AGREEMENT This Agreement sets out the general terms and conditions under which TLE Enterprises LLC (“Consultant”) agrees to provide, and your company (the “Company”) agrees to receive, the services detailed herein.
1.SERVICES. Consultant shall perform the services for Company as described inSchedule A, attached hereto and incorporated by reference herein (the “Services”),and Company agrees to retain Consultant’s services under the terms and conditionscontained in this Agreement. Consultant agrees to render the Services in aprofessional and business-like manner and in full accordance with the standards andpractices recognized in the industry. Schedule A may be modified and supplementedfrom time to time by the written agreement of the parties in order to revise thedescription of the Services or to accommodate new projects under this Agreement.
2.TERM. This Agreement is effective from the Effective Date set forth on thesignature page and shall continue for the term detailed on Attachment B (“Initial Term”)and shall automatically renew for success thirty (30) day periods thereafter unlesssooner terminated as permitted by this Agreement.
3.PAYMENT. Company agrees to pay Consultant in accordance with Schedule B;provided that Company shall pay Consultant not less than the minimum detailed onAttachment B (“Service Minimum”). Company shall also pay Consultant for all out-of-pocket expenses associated with delivering the Services as outlined in more detail inAttachment B. Consultant shall identify the amount of any applicable sales, use orservices taxes which Consultant may be required to pay because of its performanceof this Agreement as a separate line item on each invoice if applicable.
4.CONFIDENTIALITY.
4.1. Consultant acknowledges that in the course of performing Services, Consultant may have access to and become familiar with various trade secrets and confidential information of Company, including, but not limited to, client information, provider information, policy basis or policy application information, contract information, and other technical, marketing and/or business information (collectively, “Confidential Information”). Consultant agrees to not use in any way or disclose to any person or entity any such Confidential Information, either directly or indirectly, either during the term of this Agreement or at any time thereafter, except as required in the course of performing Services under this Agreement. Consultant shall further take reasonable precautions and act in such
a manner as to ensure against unauthorized disclosure or use of the Confidential Information. This Section shall survive termination of this Agreement.
4.2. Without limitation on other requirements of this Section, Consultant acknowledges and agrees that its Services performed or produced under this Agreement shall be compliant with all applicable requirements of the Health Insurance and Portability and Accountability Act and regulations promulgated thereunder (collectively “HIPAA”) and other applicable federal and/or State requirements relative to the confidentiality of “personal health information” as that term is defined under HIPAA. Each Party shall indemnify and hold harmless the other Party hereto, its employees and agents, from and against any third-party claims related to or arising from the indemnifying Party’s failure or delay in complying with its obligations relative to applicable requirements of HIPAA as described in this Section.
5. OWNERSHIP AND RIGHTS.
5.1. “Work Product” means the technical information, computer or other apparatus programs, specifications, drawings, records, documentation, reports, materials, concepts, plans, inventions, discoveries or adaptations, creative works, data, trade names or trademarks, works of authorship or other creative works, written, oral or otherwise expressed, developed, conceived or acquired by Consultant or by its authorized subcontractors or agents in connection with the Services, and derivative works thereunder other than materials created by Consultant that existed prior to the execution of this Agreement.
5.2. Ownership of and all right, title and interest in the Work Product shall vest solely in Company. Consultant shall, and where applicable shall have its subcontractors and agents, disclose and furnish promptly to Company any and all Work Product arising in connection with the Services.
This Section shall survive termination of this Agreement.
6. RETURN OF MATERIALS. Any and all files, records, documents, information, data, and similar items relating to the business of Company, whether prepared by Consultant or otherwise coming into Consultant’s possession as a result of performing Services, and including Confidential Information, shall remain the exclusive property of Company and shall not be removed from the premises of Company under any circumstances without the prior written consent of Company, except in the ordinary course of business during Consultant’s active service under this Agreement. All such
materials and all copies shall be promptly delivered to Company upon termination of this Agreement.
7. CONSULTANT WARRANTIES. Consultant warrants that: (i) the performance of the Services will not violate any agreement or obligation between Consultant and a third party; (ii) the Services as delivered to Company will not infringe on any copyright, patent, trade secret, or other proprietary right held by any third party; and (iii) the Services shall be performed in strict accordance with the requirements of this Agreement, applicable professional standards and all laws.
8. TERMINATION.
8.1. Either party may terminate this Agreement by 30 day written email notice to the other party if the other party (i) breaches or is in default of any material obligation under this Agreement which default is incapable of cure or which, being capable of cure, has not been cured within ten (10) days after receipt of notice of such default or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition for protection under bankruptcy or insolvency law, or has wound up or liquidated its business.
8.2. The Company may terminate this Agreement after the Initial Term in whole or in part for its convenience at any time by written email notice; provided, however that in the case of such termination, Company shall pay Consultant (i) any portion of the Minimum Price not yet paid to Consultant and (ii) any other amounts due to Consultant for services rendered prior to the effective date of termination.
8.3. Upon receipt of any termination notice, Consultant shall immediately discontinue Services on the date of and to the extent specified in the notice. If Company terminates for its convenience, Consultant shall be paid for Services in accordance with this Agreement.
8.4. Provisions of this Agreement which by their express terms extend beyond termination or which by their nature so extend to give effect to their meaning shall survive and continue in full force and effect after any termination of this Agreement.
9. RELATIONSHIP OF PARTIES. Consultant is an independent contractor for Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment, or as a limitation upon Company’ rights to terminate this Agreement in accordance with its terms. Consultant
shall be solely responsible for compensating each of its employees performing Services, withholding any sums from amounts payable to such employees with respect to federal, state or local taxes, FICA, unemployment insurance, or similar matters and paying amounts to the appropriate entity.
10. OTHER ACTIVITIES. Consultant is free to engage in other independent contracting activities, provided that Consultant does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Consultant’s attention as to interfere with the proper and efficient performance of the Services.
11. CONTROL. Consultant shall not hold himself out to be an employee or agent of Company or use the name of Company in its business unless approved by the Company.
12. PARTIAL INVALIDITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of this Agreement. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.
13. NOTICES. All notices and consents required to be given or made by the parties shall be deemed properly made if sent by facsimile or mailed, postage prepaid, to 336 Lexington Avenue, New York, NY 10016 to the persons and addresses specified herein or to such other address as designated in writing by each party. Notices given pursuant to this Section shall be deemed received on the fourth business day after deposit or when actually received, whichever is sooner.
14. ASSIGNMENT. This Agreement and the rights and obligations under this Agreement are personal with respect to Consultant and may not be assigned or delegated by any act of Consultant or by operation of law. Company reserves the right to assign this Agreement and the rights and obligations under this Agreement to the successor in interest to Company or to the purchaser of any assets of Company.
15. INJUNCTIVE RELIEF. The parties recognize that a remedy at law for a breach of the provisions of this Agreement relating to Confidential will not be adequate for Company’ protection, and accordingly Company shall have the right to obtain, in addition to any other relief and remedies available to it, injunctive relief to enforce the provisions of this Agreement.
16.GOVERNING LAW. This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of New Jersey, exclusive of any rules with respect to conflict of laws. Venue of any litigation arising in connection with this Agreement shall be exclusively in Hudson County, NJ.17.ENTIRE AGREEMENT. This Agreement, together with the Schedules referenced herein, constitutes the entire agreement between Company and Consultant, and supersedes all prior communications, representations or agreements, whether oral or written, with respect to the subject matter hereof and has been induced by no representations, statements, or agreements other than those expressed herein. No agreement hereafter made between the parties shall be binding on either party unless reduced to writing and signed by an authorized officer of the party sought to be bound thereby.
SCHEDULE A DESCRIPTION OF SERVICES
This Sidekick Consulting engagement provides the Company with a “sidekick” – a consultant that is there to assist you at every step of your journey. Your engagement includes a certain number of hours as detailed in Schedule B and is designed to enable you to focus on both specific deliverables and to have a “sidekick” to reach out at any time to address the issues of the day. Specifically, your hours will be used for the following:
●Weekly Check-ins: One-hour per week for a weekly check-in. These check-insare designed to ensure the project is staying on track.
●Reaching Out to Your Sidekick Consultant: time at your discretion to interactand get counsel from your Consultant on an ad hoc basis.
●Consultant Work: time spent by the Consultant working on agreed upon itemsand deliverables.
Hours for each of these activities shall count towards the total hours for the engagement.
Consultant and Company shall determine the focus of how time is spent and specific deliverables which may address the following areas as well as general guidance and the Consulting acting as a Sidekick. The specific deliverables shall be determined by Consultant and Company during the consulting process. For more information on any of the areas below, visit https://lonelyentrepreneur.com/sidekick
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AREA |
DELIVERABLES |
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1 |
Being a CEO |
What You Need: To Know How to Be CEO Like it or not, you need to be CEO. You are a founder. But do you know what it means to be a CEO? What you should (and should not) do. We show what it means to be a CEO. We Deliver: the things you should and should not do as CEO and how to implement that into your day-to-day company activities. |
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2 |
Aligning Personal and Company Goals |
What You Need: Company Goals Tied to Your Personal Goals Your Personal Goals Drive Your Company Direction Many leaders never think about the result they are trying to achieve. They just go. As you grow, not knowing where you are going is hard to overcome. We Deliver: we help you establish your personal goal and associated company goal to create the direction for your company. |
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3 |
Financial Plan |
What You Need: Financial Plan Tied to Your Goals Without A Financial Plan Even the Best Businesses Struggle Your financial plan is your map – and without it you get lost. Creating a financial plan is the key to aligning your scarce resources to the revenue and profits you want to achieve. We Deliver: three years of financial projections that are the plan for the company. |
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4 |
Beating the Competition |
What You Need: To Find True Differentiation – A Playground Where No One Else is Playing Finding A Playground Where No One Else is Playing It’s not enough to be different. The world is too cluttered. You need to define a space where the only option is you. We Deliver: we take you through a process to find your playground where no one else is playing. |
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5 |
Revenue Strategy |
What You Need: A True Revenue Strategy That Connects Your Playground to an Integrated Sales and Marketing Effort Revenue Without a Strategy Will Only Get You So Far It’s hard to grow if you don’t have a clear revenue strategy that determines the markets you chase (and don’t chase), how you package your products, and the team and resources you need. Sell a product in one market and it is a hit. Sell it in another and it is a dud. Your strategy brings this all to life. We deliver: a plan that aligns your differentiated to the markets and customers you chase, the language you use, the tools you create, the resources you need and the process you follow. |
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6 |
Setting Goals and Measurement s |
What You Need: Company Goals, KPIs and Priorities That Align Your Resources to Achieve Your Financial Plan Without Goals, Entrepreneurs Struggle Many companies work hard – but fail to work toward the specific goals that are key to move the business. We help you set those critical goals for success. We Deliver: dashboard of your company and department goals and KPIs. |
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7 |
Setting Priorities |
What You Need: to align your resources to the priorities that drive your goals Doing Everything Isn’t Dedication – It’s Bad Management We all have 100 hours of work and 10 hours of time. If you don’t set the right priorities and deliver on those, you will work and work. But will you succeed? We Deliver: we take you through a process to set your key priorities and establish the processes to stick to them. |
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8 |
Optimizing Cash Flow – Cash In. Cash Out. |
What You Need: to put in place a process to manage cash inflows and outflows As we build, or grow or scale, it seems like we’re not managing the cash, but the cash is managing us. But how to change that? We Deliver: a series of cash flow techniques that can optimize your cash in and cash out as part of a cash flow forecast to help you anticipate the money you expect your business to bring in and pay out over a period of time. |
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9 |
Stop Acting Like a SOLAR System |
What You Need: to evolve from being the “sun” where everything revolves around you to a true management structure You Can’t Be the Sun In Your SOLAR System How do you move from Your Company Being a SOLAR System – where you are the “sun” that everything revolves around – to a company set up to grow? We Deliver: a set of personal goals for what you want to accomplish for your business. |
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10 |
Raising Money |
What You Need: to drive an investment process that will deliver the capital you need Surviving on Planet Investor Raising money is like being on another planet. Different language and customs. If you don’t know what to say and not to say to investors and how to manage the process, it’s hard to avoid floating through space. We Deliver: an integrated money raising process – that builds your investor deck and financials – and ties them to your differentiator and the investors that are most likely to invest. |
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11 |
Sales Excellence |
What You Need: an integrated and differentiated sales process that stands out and optimizes all levels of sales personnel Your Company Must be Great (Not Good) At Selling Buyers don’t want to hear from salespeople. And there is always a lower price. So how do you win? You have to make them see how risky it is to live without you and the knowledge you bring. And your team and process have to bring that to life. We Deliver: the messaging, process and tools that integrate your unique know-how and make you stand out with customers. |
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12 |
Marketing Excellence |
What You Need: an approach to optimize your marketing efforts and tie them to revenue and not activity Marketing without Strategy Isn’t Marketing. Strategy without Execution is Just Chatter. We all use the same tools, so why will my marketing win? It starts with a real strategy and executing it so all parts of marketing – social, email, SEO, campaigns, content, public relations – bring that strategy to life. We Deliver: a plan and process to integrate your various marketing resources and tie them to goals and your playground and know-how. |
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13 |
Performance Management |
What You Need: the structure of people, process and metrics across your company to manage and drive team performance I Have a Team – But How Do I Get Them to Perform I’ve got staff. I’ve got vendors. But why can’t I get them to deliver? Because you have not put in place the building blocks to drive performance. We Deliver: the people, process, and metrics for you to manage performance. |
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14 |
Scaling |
What You Need: to implement the process and structures to move from “one-off” to scalable growth Get Ready to Scale or Keep Plugging the Leaks You are growing. And your company’s gaps are now exposed. You need to build the structure to grow. But what does that mean? We Deliver: the process and tools to create repeatable and scalable company functions. |
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15 |
Legal Strategy |
What You Need: way to address the key legal issues that impact your business The Legal Mumbo Jumbo That Matters You must address the legal issues that matter – like protecting your intellectual property, engaging with staff, contracting and regulation – before you have a problem that slows you down. We Deliver: the legal agreements, tools and processes needed to protect your company and drive growth. |
The services shall be provided in accordance with the following:
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Area |
Description |
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Hours |
Each service shall consist of
The specific deliverables associated with the consulting engagement assumes a certain number of hours. Company may direct Consultant to perform services outside the specific area of focus; provided, however, that additional hours may be needed (“Additional Hours”) to perform the deliverables. The hourly rate for Additional Hours is outlined in Schedule B. |
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Locations |
Consultant shall perform all work remotely. If Company requests face to face interactions, the time for Consultant travel shall be counted as hours and all travel and accommodations therefore shall be paid by Company. |
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Reporting |
Consultant shall submit
hours at the conclusion of the term Consulting Agreement. |
SCHEDULE B
PAYMENT AND TERM
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Consulting Package |
Included Hours |
Price Per Hour |
Click Payment Link to Pay (50% Now/50% 30 Days) |
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$5,000 |
15 |
$333 |
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$7,500 |
25 |
$300 |
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$10,500 |
36 |
$292 |
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$15,000 |
53 |
$283 |
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$20,500 |
75 |
$273 |
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Cost Per |
$350 per hour |
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Payment: |
Company shall pay Consultant as follows: 50% upon execution of this Agreement. Remaining 50% balance to be paid within 30 days. |
| Expenses: |
Company shall reimburse Consultant for all reasonable out-of-pocket expenses including without limitation travel, accommodations, meals and mileage in connection with visits to Company or to third party locations on behalf of Company and all postage and delivery charges and for all expenses specifically associated directly with delivery of services to Company; provided such expenses shall not include any of Consultants general office expenses. Consultant shall receive prior oral approval for any expenses to be incurred in excess of $100. |