Below is our consulting agreement, if you have questions please contact us.
Agreement is entered into between the client listed in Signatures section, which will be known going forward as “Client” and Innovative Dubuque LLC, will be known as “Innovative Dubuque“. The contract remains valid despite changes in name, business type, address, representative, title, or other information for the Client or Innovative Dubuque. This Agreement will be governed by the laws of the state of Iowa.
Background & Headings:
The Client desires to retain the services of Innovative Dubuque and Innovative Dubuque desires to render such services on the terms and conditions set forth below for the payment detailed below. For items like but not limited to legal services, human resources, financial decisions, tax law, and accounting Innovative Dubuque may make recommendations to the Client but is not liable for final decisions. As needed, Innovative Dubuque may recommend business professionals for specific issues; however, Innovative Dubuque will not be held liable for the advice given by these professionals.
The “Background & Headings” contained in this Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this Agreement.
The services that Innovative Dubuque agrees to perform for this Agreement will be selected online. For items purchased online the services making up this contract will be added to cart and paid for via down payment. Service details are available and shown at checkout before payment is made.
This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
Independent Contractor Status:
Innovative Dubuque is an independent contractor, not Client’s employee. Innovative Dubuque’s employees or subcontractors are not Client’s employees. Innovative Dubuque and Innovative Dubuque’s employees or subcontractors shall at all times disclose that they are an independent contractor of the Client. Innovative Dubuque and Client agree to following rights consistent with an independent contractor relationship:
- Innovative Dubuque has the right to perform services for others during the term of this Agreement
- Innovative Dubuque has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed
- Innovative Dubuque has the right to hire assistants as subcontractors or use employees to provide the services required by this Agreement
- Innovative Dubuque or Innovative Dubuque’s employees or subcontractors shall perform the services required by this Agreement; Client shall not hire, supervise, or pay any assistants to help Innovative Dubuque
- Neither Innovative Dubuque nor Innovative Dubuque’s employees or subcontractors shall receive any training from Client in the skills necessary to perform the services required by this Agreement
- Client shall not require Innovative Dubuque or Innovative Dubuque’s employees or subcontractors to devote full time to performing the services required by this Agreement
- Neither Innovative Dubuque nor Innovative Dubuque’s employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
Local, State, and Federal Taxes:
Innovative Dubuque shall pay all income taxes and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. Client will not:
- withhold FICA from Innovative Dubuque’s payments or make FICA payments on Innovative Dubuque’s behalf
- make state or federal unemployment compensation contributions on Innovative Dubuque’s behalf, or
- withhold state or federal income tax from Innovative Dubuque’s payments.
The charges included here do not include taxes. If Innovative Dubuque is required to pay any federal, state, or local sales, use, property, or value-added taxes based on services provided under this Agreement, the taxes shall be billed to Client separately. Innovative Dubuque shall not pay any interest or penalties incurred due to late payment or nonpayment of such taxes by Client.
Unless a flat fee arrangement is indicated herein, Innovative Dubuque shall be paid on a per hour basis for the hours actually worked notwithstanding any cost or project estimate provided by Innovative Dubuque.
In consideration for the services to be performed by Innovative Dubuque, Client agrees to pay Innovative Dubuque a flat rate of the package selected at checkout which is intended to pre-pay for the hours shown for that package. As other packages or additional services are added the amount owed will increase. Hours will be tracked in 1-hour increments and time will be rounded up to the nearest whole hour. For flat rate agreements hours over intended hours, listed above, will be charged at a per hour rate.
Client and Innovative Dubuque recognize that:
- Innovative Dubuque’s original costs and time estimates may be too low due to unforeseen events or to factors unknown to Innovative Dubuque when this Agreement was made,
- Client may desire a mid-project change in Innovative Dubuque’s services that would add time and cost to the project and possible inconvenience to Innovative Dubuque, and
- Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.
Innovative Dubuque shall be paid $1,000 upon signing this Agreement (payment must be received before work will begin). Client shall pay remaining balance as work is completed. Innovative Dubuque may also ask for additional payments as work progresses for certain projects. Payment by Client signifies that they have approved and accepted the work done by Innovative Dubuque. Payment of invoices shall be due and owing within 30 days of the date of the invoice. Unpaid invoices shall accrue interest at a rate of 1% per month.
Other Professional’s Payments:
At times, other professionals will need to be consulted for certain areas of expertise. When this happens, the Client will need to cover these costs in whole. These costs will be billed separate from Innovative Dubuque, if possible. When this is not possible, these costs will be billed directly to the Client as the costs happen and will need to be paid within 30 days. Approval from the Client orally or in a written form will be attained before any non-Innovative Dubuque consultants, billed at higher rates, are retained.
Innovative Dubuque shall be responsible for all expenses incurred while performing services under this Agreement. However, Client shall reimburse Innovative Dubuque for all reasonable travel and living expenses incurred by Innovative Dubuque while away from Innovative Dubuque’s regular place of business to perform services under this Agreement. Innovative Dubuque shall submit an itemized statement of such expenses. Client shall pay Innovative Dubuque within 30 days from the date of each statement. Driving travel expense will be reimbursed at $0.58 cents per mile.
For all invoices not paid by the due date, a late fee of 1% of the invoice amount will be charged for each month the invoice remains unpaid.
All invoices for all services will be delivered by email. Payments are to be made by cash, check, money order or credit card. Upon request by the Client, Innovative Dubuque will email a paid receipt.
If a purchase order is required by the Client, it will be written into the contract in the following area and a copy of the purchase order will be attached to this contract. ====================================================================
Purchase Order #: ______________________________________
Purchase Order Date: ______________________________________
Purchase Order Contact Person: ______________________________________
Purchase Order Dept. Phone # & Email: ______________________________________
Innovative Dubuque reserves the right to list the Client as a business that it has worked with in any promotional materials. Any comments from management about services performed can be used by Innovative Dubuque for promotional materials. Innovative Dubuque also reserves the right to use non-confidential information for promotional materials, work examples, and other purposes.
Non-compete clause and usage:
The Client will not compete with Innovative Dubuque in any services that Innovative Dubuque offers during this contract and for 24 months after the termination of this contract within a radius of 50 miles from both the Client’s and Innovative Dubuque’s addresses. The Client will not solicit any employees or subcontractors hired by Innovative Dubuque during this contract and for 24 months after the termination of this contract. Client will not use any Innovative Dubuque materials or processes to assist clients for pay for any service or provide them to external parties. Innovative Dubuque retains all rights to all works created for clients and all processes/documents. Innovative Dubuque shall be entitled to obtain injunctive relief, without bond, to enforce the provisions of this Agreement.
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Dubuque County, Iowa. Any costs and fees other than attorney’s fees associated with the mediation shall be shared equally by the parties.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration in Dubuque County, Iowa under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so.
Notwithstanding the foregoing, claims by Innovative Dubuque for injunctive relief as provided herein or for collection of amounts owed under this Agreement are not subject to the mediation and arbitration provisions provided herein.
If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and expenses, plus other court mandated relief.
Limitation of Liability:
Innovative Dubuque shall not be liable for any special, consequential, incidental, punitive, or indirect damages arising from or related to any breach of this Agreement or any other theory of liability arising out of or related to the transactions contemplated by this Agreement. Further, in no event shall Innovative Dubuque’s total liability to Client for any reason exceed the compensation actually paid to Innovative Dubuque by client under this Agreement. Claims under this Agreement must be made within one year from the date any such claim arose.
Liability to Others:
Client will indemnify, defend, and hold harmless Innovative Dubuque against all liabilities, damages, and expenses, including reasonable attorneys’ fees, resulting from any third-party claim or lawsuit arising from Innovative Dubuque’s performance under this Agreement.
With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes:
- a material violation of this Agreement, or
- a nonpayment of Innovative Dubuque’s compensation 20 days after written demand for payment.
Innovative Dubuque shall be entitled to full payment for services performed prior to the effective date of termination.
Trade secrets and intellectual property (IP) are not to be disclosed to Innovative Dubuque. If the Client deems this necessary, a separate nondisclosure agreement (NDA) will need to be created and signed. The responsibility for completing the NDA before disclosing the trade secrets or IP resides with the Client.
All videos, pictures, web pages, and other documents or items that have pictures, including but not limited to, facilities, employees, customers, or management, will require the Client to receive the proper privacy waivers. Innovative Dubuque will not be responsible for requesting or verifying privacy waivers.
Exclusive Agreement and Amendments:
This is the entire Agreement between Innovative Dubuque and Client. This Agreement and all of its parts constitute the Agreement between the parties hereto and supersedes all existing contracts or agreements, written or oral, between the parties hereto. No alteration, modification, amendment, or other change of this Agreement shall be binding on the parties unless in writing, approved, and executed by the Client and Innovative Dubuque. This Agreement may be executed electronically.
All notices and other communications in connection with this Agreement shall be in writing and shall be considered given when received by email or letter.
As an inducement for the Client to enter into this Agreement, Innovative Dubuque represents and warrants to Client that all services, work, and deliverables to be performed shall be performed by Innovative Dubuque in a professional manner. Innovative Dubuque guarantees no specific business results including, but not limited to, successful financing, sale of business, increased sales, and/or decreased expenses.
Failure to exercise any right provided in the Agreement shall not be a waiver of prior or subsequent rights.
Invalidity / Severability:
The terms of this Agreement shall be severable so that if any term, clause, or provision hereof shall be deemed invalid or unenforceable for any reason by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining terms, clauses and provisions in the Agreement. The parties intending that if any such term, clause or provision were held to be invalid prior to the execution hereof, the contract parties would have executed the Agreement containing the remaining terms, clauses and provisions of this Agreement.
This Agreement will become effective when signed by both parties and will end no later than one year after it is signed, unless a different term is negotiated and provided here.
Contractor’s Information & Signature:
Innovative Dubuque LLC Iowa Limited Liability Company
(Name of Business) (Business Type)
Brock Waterman Brock A. Waterman
(Typed or Printed Name) (Electronic Signature)
(Signer Title at Company) (Date)
Client’s Information & Signature:
(Name of Business) (Business Type)
(Business or Home Address)
(Typed or Printed Name) (Signature)
(Signer Title at Company) (Date)