Agreement

This Agreement is entered into as of the ________ day of ________________, ______, between _______________ (“the Company”) located at ____________________________________________ and DMC, LLC, (“the Consultant”), located at 615 Edgehill Place, Alpharetta, GA 30022.

1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant as an independent contractor to perform the services set forth herein, and the Consultant hereby accepts such engagement.
2. Duties, Term, and Compensation. The Consultant’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Consultant and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Consultant and agreed to by the Company, and which collectively are hereby incorporated by reference.
3. Expenses. During the term of this Agreement, the Consultant shall bill and the Company shall reimburse him for all reasonable and pre-approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder.
4. Written Reports. The Company may request that project plans, general progress reports and a detail of work performed within the retainer period by Contractor be supplied on a monthly basis.
5. Confidentiality. The Consultant acknowledges that during the engagement, he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Consultant agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Consultant or otherwise coming into his possession that is marked “confidential,” shall remain the exclusive property of the Company. Consultant may request that some items created as part of work projects be shared with other clients that are non-competitors (as examples). Company understands it also benefits from similar examples it may receive and agrees to hold such information confidential.
6. Conflicts of Interest. The Consultant represents that he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Consultant and any third party. The Consultant is expressly free to perform services for other parties while performing services for the Company. The Company is also free to engage additional consultants during the term of this agreement.
7. Termination. The Company may terminate this Agreement according to terms within the appendix upon notice to the Consultant (written or confirmed e-mail) or vice-versa.
8. Independent Contractor. This Agreement shall not render the Consultant an employee, partner, agent of, or joint venture with the Company for any purpose. The Consultant is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. The Consultant shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
9. Interruption of Calls. It is understood that Consultant’s wife and family are the most important people in the world to him. As such, he will put Company on hold and may even need to reschedule a call if need be to take any and all family calls (his wife and family know they may be interrupting and are sensitive to it). Company understands this and agrees with this completely.
10. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
11. Choice of Law. The laws of the state of Georgia shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
12. Small Claims Court or Arbitration. Any outstanding amounts that are 60 days or more past due, or any controversies arising out of the terms of this Agreement or its interpretation shall be settled in court, and/or in accordance with the rules of the American Arbitration Association (at the Consultants discretion), within the state of Georgia and the judgment upon award may be entered in any court having jurisdiction thereof.
13. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
14. Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
15. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing, fax or e-mail acknowledged by the parties hereto. Any party hereto may change its address for purposes of this paragraph by written or e-mail notice given in the manner provided above.
16. Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
17. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

Company

Name:_____________________________________ Signature: ______________________________
Title: ______________________________________ Date: _________________________________

Consultant
Name: Anthony Dickson   Signature:
Title: Independent Consultant    Date:

Mail executed agreement with a retainer payment to the address above or scan and e-mail to (e-mail). Payment can also be via PayPal or electronically.

SCHEDULE A
DUTIES, TERM, AND COMPENSATION

DUTIES: The Consultant will provide consulting and work on agreed upon projects as requested. However, he is hired for his expertise and advice, not to complete project tasks (finished goods), unless hired for that purpose and the project is named and defined within this document, or that cannot be completed within the allotted and paid for time frame. He shall fulfill any other duties reasonably requested by the Company and agreed to by the Consultant.

TERM: This engagement shall commence upon execution of start-date of this Agreement. It is considered a retainer for a continuous 30 day period from the execution date (regardless of calendar dates) and entitles the Company to services up to the maximum pre-paid hours within the 30 day time period. Any additional hours per time period must be pre-approved and agreed to by the Company and Consultant (in writing or e-mail) and are billed at the applicable extended hourly rate.

Any hours not used during the retained period do not carry over unless arranged in advance and approved by Consultant. This ensures Company will use a good faith effort not to postpone meetings and to use the allotted time. It also helps the Consultant from becoming overbooked with carry-over-hours which may not allow time to assist other existing clients. The Consultant will keep track of time spent and will notify the Company on the status as requested. The Agreement may be extended thereafter perpetually by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.

CANCELLATION: Please provide a seven (7) day advance notice if you expect to discontinue or modify retained services so additional vendors can be notified of availability. Hours worked prior to receiving modifications or cancellation is billed at the previous month’s rate.

Compensation for base retainer amount shall be in US funds and payable upon execution of this Agreement and at the beginning of subsequent 30 day periods. Any additional time that was mutually approved beyond the fixed retainer amount should be paid within 5 days of receipt of Consultant’s monthly invoice for services rendered–supported by reasonable documentation. Payment is accepted by check (sent to the address above), electronic wire service (bank information sent upon request) or via PayPal (accepts VISA, AMEX, MasterCard, PayPal e-check, etc. (Use (e-mail) for PayPal)). Payment may also be accepted online at the www.dicksonmc.com.

A late fee of $10/day may be assessed for payments that are not postmarked or paid electronically by the 5th day following the beginning of each retained period, or after receipt of an invoice for pre-approved amounts over the retainer.