What is a Consulting Agreement?

The Consulting Agreement is the contract between you and Facet and outlines terms and conditions relative to your consulting work for Facet.

You will sign this contract once and it applies to multiple projects. We may, on occasion, update our agreement; otherwise, it will update automatically on an annual basis. When you get your first project, you will be sent a DocuSign agreement to execute.

This document has a lot of legalese, but the good news is that it spells out exactly what expectations are and can protect both you and us, in case of any issues.

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We are here to help!

We explain this agreement at a high level here. That said, it is a legal document, so be sure you understand it. And if you have any questions, please reach out so we can answer any questions you may have.

Wherever you see the word “Client,” that means Facet; and wherever you see “Consultant,” that means you.

1. Engagement of Services

In a nutshell, this paragraph says:

• Facet will assign you work that must be completed by a certain date.
• You will figure out how to do the job and are responsible for getting the job done.
• You will provide your own workspace and equipment; Facet will not pay for these things.
• If you come to an office that is not your own, you’re subject to the rules and procedures of that office.
• You understand that your email, files, messages - basically any communications - are not private. We have access and may look at files and messages at any time without you knowing.

2. Compensation

This talks about what we pay you:

• We’ll set a rate with each Project Assignment and you’ll be paid for the work you do on that project only.
• If there are expenses, you must get approval from the client you are doing contract work for ahead of time in order to get reimbursed. And you’ll only get reimbursed if you provide the proper documentation.
• Home-to-work commuting is not billable. If you need to travel outside of that, again, get approval from the client before you request reimbursement and we will reimburse you for that time and mileage when you provide the documentation. You must get approval in advance.
• If a project ends for any reason, you’ll be paid for the hours you worked, 30 days after we send an invoice.

3. Ownership of Work Product

This is going to sound crass, but basically this means that you are work for hire and that when you turn in your work, we (or who you’re working for) own it. Even if it becomes the greatest app since Google Maps, you do not get any reward outside of your agreed upon rate for the hours you work. Even if it’s patented or trademarked, you have no claim to any IP you’re working on.

You also agree to turn in all your work, including supporting documentation (if it’s that kind of project), and if we (or the company you’re working for) request items to support copyrighting or patententing work, that you’ll supply it.

And finally, you’re agreeing to deliver what is set up in the Project Assignment.

4. Other Rights

This says that you will let your work out into the world and you understand that you will not be credited at any point in time. You are granting unlimited use of whatever you turn in on the project.

5. License to Preexisting IP

Preexisting IP is pre-existing software, technology or other intellectual property that was written by a company, by you or perhaps the open-source community. This paragraphs says that you shouldn’t use pre-existing IP, but if you do, it needs to be legal. In other words, you can’t just use someone else’s code (or words if you’re writing) where there may need to be a licensing agreement. If you use something that someone else has written, you MUST have the right to.

And in no instances, will you use software code licensed under the GNU GPL or LGPL or any similar “open source” license.

6. Representations and Warranties

You’re agreeing that:

• You’re working professionally, to “industry standards” and will turn in the work you agreed to in the Project Assignment.
• You are doing the actual work and not copying someone else’s work; your work is original.
• You’re turning in your work and no one else has any right to it outside of Facet and the company in the Project Assignment.
• You’re not using anything proprietary. (See Section 3 and 5.)

If you’re using Preexisting IP, that you have the right to assign it over. (See Section 5 again!)
You’ll follow the law, including the laws to pay taxes properly. And that if you don’t follow anything that we’ve outlined in this and previous sections, that you’re responsible for the costs and claims that could be brought against us or the company you’re assigned to.

7. Independent Contractor Relationship

This basically says that you are not an employee, but a contractor. That means that you are not eligible for any benefits (e.g. health insurance, retirement plan, etc.). We’ll be reporting what we pay you to the IRS with a 1099-MISC form and you are responsible for any and all taxes and benefits; and that you agree to file properly.

8. Confidential Information

This is the NDA part of the contract. You will not share any part of anything you’re working on with anybody. And you won’t take your work and use it somewhere else in the future. We recommend that you read this carefully as we’ve only summarized it here at the highest level.

9. Consultant’s Employees, Consultants and Agents

We have the right to say no if you want to hire anyone to do any work on a project. And even if we’ve agreed, if it’s not working out, we can ask you to remove that hire. If the hire is approved, you must have have a contract with that person (or people), agreeing to the Confidential Information section of this contract.

10. No Conflict of Interest

You can’t accept any work that is in conflict with the work you’re doing for the company in the Project Assignment. You also agree that you are not working on anything now that is in conflict with this contract.

11 - 19. Term and Termination

You’re agreeing that:

• This contract is for one year and will renew automatically unless you provide 15 days notice from the anniversary of the signing date.
• We can terminate the contract with 15 days written notice, for no reason. If you are NOT working on a project, you can terminate the contract with 30-days written notice, for no reason.
• If we or you do something that does not jive with this contract, and we’ve tried to fix it but to no avail, the contract will be terminated within 15 days after the notice of breach-of-contract.
• Parts of this contract live beyond the expiration date of the contract, specifically, Sections 3, 4, 5, 6, 8 and 12.
• You won’t work for any competitors without written consent from us. (That would be conflict of interest!) You will not ask the people you’re working on a project with, if you can be a contractor or employee directly with them, during the project and for one year after.
• No subcontracting; you must do the work yourself!
• If you are giving any sort of notice, it must be in writing and delivered properly. (For the definition of “properly,” take a look at the contract.)
• If there are issues, we’ll be following Washington law.
• If there are parts of this agreement that are illegal (which there shouldn’t be, but just in case!), only the illegal part will be struck. The rest of the contract still holds.
• If we waive part of this agreement, that does not mean the entire agreement is waived. The rest of the contract still holds.
• You are performing services that give them a particular value. In other words, we’re depending on you. If something happens and you don’t deliver and we can’t deliver to our customers, what we said we would, you may be liable for monetary damages.
• If there is a conflict between this agreement and the Project Assignment, the Project Assignment rules will apply. And this is the entire agreement; there is nothing less, nothing more.

If you have further questions on this or other topics, please contact us at [email protected].