This CONSULTING AGREEMENT (this “Agreement”) is dated and entered into effective as of the signature date (the “Effective Date”) on the quote document, by and between Rev Sales Consulting, (the “Consultant”), located at 1741 Eastlake Pkwy, Ste 102, #2110, Chula Vista CA 91915, and the specific client (the “Company”), referenced in the quote document, with reference to the following facts:
               (a)         The Consultant provides fractional sales management and sales consulting to help clients start, optimize, and grow sales teams.
               (b)         The Consultant is providing services to the Company with respect to the Company Business, and the Consultant desires to provide such services to the Company, upon the terms and conditions of this Agreement.
               NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants, provisions and terms set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Engagement and Services. The Consultant may issue Statements of Work to Company. Upon the terms and conditions set forth in this Agreement, the Consultant hereby engages Company, and Company hereby accepts such engagement and the services described in the Statement of Work (hereafter the “Services”) for the term specified herein.

2. Term. As agreed to in a Statement of Work, the Company retains Consultant to provide the Services for a term beginning on the Effective Date in the Statement of Work and will continue for the number of months indicated or the end date indicated in the Statement of Work or Quote document. Delivery format of services may also be referred to as a services subscription. 

3. Time and Effort. Consultant shall devote such time and effort necessary and appropriate to provide the Services and shall perform such Services under this Agreement in a diligent and competent manner. Consultant and Company agree that to satisfy their obligations hereunder, Consultant will make his/herself available to provide the Services. Except as otherwise provided in the Statement of Work, Consultant will be free of control and direction from the Company (other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of performing the Services, including the choice of place and time.
Consultant will, on a regular basis consistent with Company Policy, report in person, or telephonically or virtually to Company at its primary place of business, or other Company meeting place(s), to review project status and to conduct the Services. While on the Company’s premises, Consultant agrees to comply with Company’s then-current access rules and procedures, including those related to safety, security and confidentiality. Both parties agree and acknowledge that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including stored computer files, email messages and voice messages) and that Consultant’s activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time, without notice. Consultant will also file written status reports as necessary with the Company consisting of accomplishments, activities, issues, and plans.

4. Independent Contractor. Neither Consultant nor any affiliate or principal thereof shall be, or shall be deemed or considered, an employee of the Company for any purpose. Consultant shall be, shall act in the capacity of, and is an independent contractor for all purposes of this Agreement. This Agreement does not constitute a position that would be construed as a full-time position and Consultant shall not be considered to be an employee. Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Company and any of Consultant’s employees or agents. Consultant is not authorized to make any representation, contract or commitment on behalf of Company. Because Consultant is an independent contractor, the Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Consultant. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.  If, notwithstanding the foregoing, Consultant is reclassified as an employee of Company, or any affiliate of Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Consultant agrees that Consultant will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Company.

5. Compensation. Except as otherwise provided in the Statement of Work or Quote document, in consideration of Consultant’s performance of the Services hereunder and other covenants and agreements of Consultant hereunder, Company will pay Consultant as described in the applicable Statement of Work or Quote document as the Consultant’s sole compensation for such Services. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Statement(s) of Work or Quote document for work that has been completed.

6. Payment Terms. Consultant will invoice the Company based on the pricing and the payment terms outlined in the Quote document and/or the Statement of Work.

7. Expense Reimbursement. Company is only responsible for expenses incurred by Consultant that are pre-approved by Company in writing or electronic communications.

8. Confidentiality; Intellectual Property.
8.1                       Proprietary Information. In the course of its engagement by the Company, Consultant and its employees, affiliates, representatives and agents, has had, and will continue to have, access to confidential and proprietary information regarding the Company and its business, including, but not limited to, information regarding the Company’s methods and techniques, specifications, technical drawings and designs, trade secrets, know-how, sources of supply, market research data, marketing and business plans, and financial information regarding the Company and its operations. Such information shall be referred to hereinafter as “Proprietary Information” and shall include any and all of the information of the type described and shall also include any and all other confidential and proprietary information relating to the business to be conducted by the Company, whether previously existing, now existing or arising hereafter, whether conceived or developed by others or by Consultant alone or with others as a direct result of the performance of the Services, and whether or not conceived or developed during regular working hours. Proprietary Information which is released into the public domain during the period of Consultant’s engagement under this Agreement, provided the same is not in the public domain as a consequence of disclosure directly or indirectly by Consultant in violation of this Agreement, shall not be subject to the restrictions of this Section. All Proprietary Information furnished to Consultant by Company is the sole and exclusive property of Company or its suppliers or customers.
8.2                       Fiduciary Obligations. Consultant acknowledges that the Company has taken all reasonable steps in protecting the secrecy of the Proprietary Information, that said Proprietary Information is of critical importance to the Company and that a violation of this Section of this Agreement would seriously and irreparably impair and damage the Company’s business. Accordingly, Consultant agrees that, at all times from and after the Effective Date hereof (including any period following the expiration or termination of the Term), Consultant shall keep (and shall use its commercially reasonable best efforts to keep its employees, affiliates, representatives and agents to keep) all Proprietary Information in a fiduciary capacity for the sole benefit of the Company.
Consistent with Section 1 above, nothing in this Agreement is intended nor shall be construed as creating any exclusivity obligations on Consultant. Nothing in this Agreement restricts Consultant from providing services to others or otherwise engaging in any other business. In particular, Company acknowledges and agrees that Consultant will be permitted to enter into other consulting arrangements and or employment relationships with third parties performing the same or similar services to the Services to be performed hereunder; subject only to Sections 8.1, 8.2, and 8.3 hereof.
Consultant furthermore acknowledges and agrees to not solicit Company customers with the intent of selling them any products or services that directly compete with Company products and services, as well as to not solicit Company employees or consultants with the purpose of employing them or introducing them to employment opportunities at other companies.
8.3                       Non-Disclosure. At all times from and after the Effective Date hereof (including any period following expiration or termination of the Term), Consultant shall not disclose, directly or indirectly, any Proprietary Information to any person other than the Company, any employees of the Company who are authorized, at the time of such disclosure, to receive such information, or such other persons to whom Consultant has been specifically instructed to make disclosure by the Company and in all such cases only to the extent required in the course of Consultant’s service to the Company. In addition, this section will not be construed to prohibit disclosure of Proprietary Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Consultant will first have given notice to Company and will have made a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued. At the expiration or earlier termination of this Agreement, Consultant shall deliver to the Company all notes, letters, documents, records, computer files, programs and other media which may contain Proprietary Information which are then in its possession or control and shall not retain or use any copies or summaries thereof.
8.4                       Work Made for Hire. Consultant expressly acknowledges that all work contributed by Consultant hereunder, including any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Company during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (collectively, the “Work Product”), and Consultant’s Services hereunder, are being specially ordered and commissioned by Company for use in connection with the Company Business. The Work Product shall be considered a "work made for hire" as defined by the copyright laws of the United States. Company shall be the sole and exclusive owner and copyright proprietor of all rights and title in and to Work Product in whatever stage of completion. If for any reason the Work Product is determined at any time not to be a "work made for hire", Consultant hereby irrevocably transfers and assigns to Company all right, title and interest therein, including all copyrights, as well as all renewals and extensions thereto. Consultant retains no rights to use the Work Product and agrees not to challenge the validity of Company’s ownership of the Work Product. Consultant agrees to execute, at Company’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment, including without limitation, any copyright assignment or patent assignment provided by the Company. Consultant hereby irrevocably appoints Company as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. At Company’s request, Consultant will promptly record any such patent assignment with the United States Patent and Trademark Office. This agreement excludes any work, ideas, processes, content, and materials created by Consultant for use by and with Company that Consultant uses, in generic or custom form, as part of its standard service template or model with other clients and companies. 
8.5                       Other Rights. If Consultant has any rights, including without limitation “artist’s rights” or “moral rights,” in the Work Product that cannot be assigned, Consultant hereby unconditionally and irrevocably grants to Company a non-exclusive (even as to Consultant), worldwide, fully paid and royalty-free, irrevocable, perpetual license, without rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed.
8.6                       Remedies. Consultant and Company acknowledges and agrees that (i) the covenants and the restrictions contained in this Section 8 are necessary, fundamental, and required for the protection of both parties; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives each of such covenants a unique and extraordinary value; and (iii) a breach of any of such covenants could result in irreparable harm and damages to the Consultant or Company, which cannot be adequately compensated by a monetary award. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity, the Consultant and Company shall be entitled to seek injunctive or other equitable relief to restrain or enjoin other party from breaching any such covenant or to specifically enforce the provisions of this Section 8.6. Notwithstanding the provisions set forth herein, the parties hereby agree that no remedy conferred by any of the specific provisions of this Agreement, including without limitation, this Section 8.6, is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

9. Termination.
9.1                                      Right to Terminate. The Consultant shall have the right to terminate this Agreement without cause at their sole and absolute discretion.
During the Term, or any extension thereof, the Company shall have the right to terminate this Agreement without cause at their sole and absolute discretion in accordance with the termination policy herein.
Regardless of the length of the term, the Company may cancel this consulting agreement at any time within the first 30 days after the kickoff meeting (or first working meeting) by providing written notice of cancellation. Upon cancellation within the first 30 days, the Company will be responsible only for payment of the full first month based on the monthly rate of their term.
When the Company has fulfilled the entire term, the agreement will automatically expire on the last day of the term, in which case the Company may renew for a new term or continue on a month-to-month basis at pricing equal to the monthly rate of their expired term.
9.2                       Effect of Termination and Early Termination. Early termination initiated by the Company is defined as termination after the first 30 days of the agreement and before the last day of the agreement. Early termination initiated by the Company must be submitted to Consultant in writing at least 30 days before the early termination date (last date of work). Early termination initiated by the Company will result in a charge (or prorated charge) for services, rendered or not, within the 30-day written notice period, plus a $5,000 early termination fee, which will be invoiced to the Company. 
Upon expiration or termination of this Agreement: (a) Consultant shall return all of the Company’s Proprietary Information to the Company within 30 days; (b) the Company shall pay to Consultant any accrued and unpaid compensation earned to the date of Termination and reimburse Consultant for any outstanding expenses; (c) any further obligations of the parties shall cease except that the obligations and duties of the parties set forth in Sections 8 and 10 expressly survive the termination or expiration of this Agreement, including, but not limited to, Company’s obligation to pay Consultant in accordance with this agreement and the applicable Statement of Work or Quote document.
9.3                       Survival. The rights and obligations contained in Sections 8.4 (“Work Made for Hire”), 8.5 (“Other Rights”), 10 (“Representations and Warranties”), and 11.13 (“Non-solicitation and Non-compete”) will survive any termination or expiration of this Agreement.

10. Representations and Warranties. Consultant represents and warrants that: (a) the Services will be performed in a professional manner and in accordance with the industry standards and the Work Product will comply with the requirements set forth in the applicable Statement of Work or Quote document, (b) the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Company as set forth in Section 8 (including without limitation the right to assign the ownership of any Work Product created by Consultant’s employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e) Consultant has an unqualified right to grant to Company the license to Preexisting IP set forth in Section 8.6, (f) none of the Work Product incorporates any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company, except as expressly agreed by the Company in writing, and (g) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. Consultant further represents and warrants that Consultant is self-employed in an independently established trade, occupation, or business; maintains and operates a business that is separate and independent from Company’s business; holds himself or herself out to the public as independently competent and available to provide applicable services similar to the Services; has obtained and/or expects to obtain clients or customers other than Company for whom Consultant performs services; and will perform work for Company that Consultant understands is outside the usual course of Company’s business. Consultant agrees to indemnify and hold Company harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in this Section 10.

​11. Miscellaneous.
               11.1     Notices. All notices, requests, demands and other communications under or in respect of this Agreement or any transactions hereunder shall be in writing (which may include email or direct mail).
If to the Consultant:
 
Attention: Aubrey Williams
Rev Sales Consulting
1741 Eastlake Parkway, Ste 102, #2110
Chula Vista, CA 91915
Email: aubrey@revsalesconsulting.com    
 
If to the Company:
 
Specific company and company contact referenced on the quote document.
 
or, as to each party, at such other address or fax number as shall be designated by such party in a written notice to the other party delivered as aforesaid. All such notices, requests, demands and other communications shall be deemed given (a) when personally delivered, (b) three (3) Business Days after being deposited in the mails with postage prepaid (by registered or certified mail, return receipt requested), (c) one (1) Business Day after being delivered to the telegraph company or overnight courier service, if prepaid and sent overnight delivery, addressed as aforesaid and with all charges prepaid or billed to the account of the sender, or (d) one Business Day after being sent by email to the email address provided herein.
11.2     Entire Agreement; Modifications. This Agreement, together with the Quote document or each Statement of Work, any appendixes, and all documents referenced herein or entered into by the Consultant and Company concurrently with the execution of this Agreement, contains the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understandings, representations and statements between the parties (or any of them) with respect to the subject matter hereof are superseded by this Agreement and shall be of no further force or effect. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties.
11.3     Binding Agreement. Neither party shall assign any right, power, privilege or authority or delegate any duty, liability or obligation under this Agreement to any person or entity without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Subject to the foregoing restrictions and limitations, this Agreement shall be binding on, and shall inure to the benefit of, the parties and their respective heirs, representatives, successors and assigns.
11.4      Force Majeure. Consultant and Company will not be responsible for failure to perform in a timely manner when failure results from any the following: acts of God or public enemies, civil war, insurrection, riots, strikes, work stoppages, fire, serious accidents, labor trouble, work interruption, or any other cause beyond either party’s reasonable control.
11.5     Mutual Indemnification. In reference to Consultant and Company, each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party or its agents, employees, contractors, subcontractors, or invitees.
11.6     Attorneys Fees. If either party commences any mediation, arbitration, administrative proceeding or judicial proceeding (each, a “Proceeding”) to enforce or interpret any term, condition or other provision of this Agreement, then the prevailing party in such Proceeding shall be entitled to recover reasonable attorneys fees, expert witness fees, accounting fees and related costs incurred by such prevailing party in such Proceeding from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled.
11.7     Governing Law. This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
 11.8     Dispute Resolution. The Parties agree to resolve all claims, disputes and controversies past, present or future arising out of or related to, this letter Agreement against each and against respective officers, directors, agents and employees in final and binding arbitration in San Diego, California under the rules of the American Arbitration Association (“AAA”). The Parties agree to waive any rights to trial by jury, adjudication in a different venue and notice requirements. The arbitrator will be an individual knowledgeable about the subject matter of the dispute mutually agreed upon by the Parties from a AAA panel. If the Parties cannot agree on an arbitrator, each Party will select an individual from the AAA list, and the two so selected will choose the arbitrator from another AAA panel. The arbitrator will apply the substantive law of California without regard to the principles of conflicts of law or U.S. law, as applicable. The arbitrator will have the exclusive authority to resolve disputes relating to interpretation, applicability and enforcement of this letter Agreement. Each Party agrees to split the cost of arbitration excluding legal fees. The arbitration process, including selection of the arbitrator, exchange of requests for information and the arbitration hearing will be completed within 60 days following the institution of the arbitration by a Party, and the actual arbitration hearing shall be limited to 1 day. The Parties may enter judgment on any arbitration award in any court having jurisdiction. The arbitrator will supply a written opinion setting forth the opinion and reasons for the opinion within 10 days of the arbitration hearing. This paragraph shall survive termination of this Agreement. The arbitrator shall award all costs (excluding arbitration costs) and reasonable attorney fees to the prevailing party in any arbitration or litigation.
11.9     Waiver. The failure of any party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by any other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
11.10   Enforceability; Counterparts. In the event that the application of any of the provisions of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, the validity and enforceability of other applications of that provision and of the remaining provisions shall not be affected. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
11.11   Assignment. This Agreement shall not be assigned by either party without the advance written permission of the other party which may be granted or withheld in either party’s sole and absolute discretion.
11.12   Drafting Ambiguities. Each party to this Agreement and its legal counsel have reviewed and revised this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement.
11.13   Non-solicitation and Non-compete. The Parties acknowledge and agree that each Party’s employees and consultants are a valuable asset and are difficult to replace. Accordingly, each Party agrees that while this Agreement is effective and for a period of twelve (12) months after termination, they will not knowingly solicit for employment as an employee, independent contractor, or consultant the other Party’s employee, independent contractor, or consultant.
11.14   Limits of Liability. In no event shall the Consultant be liable to the Company for any indirect, incidental, consequential, special, or exemplary damages arising from or relating to the services provided. The Consultant's total liability for any claim arising from this Agreement, regardless of the cause of action, shall not exceed the total amount of fees paid by the Client to the Consultant for services under this Agreement within the preceding six (6) months.
 
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, AND THEY UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE PARTIES FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES. EACH PARTY AND EVERY INDIVIDUAL SIGNING THIS AGREEMENT REPRESENTS AND WARRANTS THAT THEY ARE FULLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT.
IN WITNESS WHEREOF, signatures and full execution of the quote document indicates that each of the parties hereto has duly executed this Agreement as of the effective date of the quote document.