HomeMy WebLinkAboutEdify Education Services 2015-16PROFESSIONAL CONSULTING AGREEMENT
THIS CONSULTING AGREEEMENT (the "Agreement") is made this 23rd day of
November, 2015, by and between
Bonneville Joint School District #93 (the "Customer"), an educational
institution located at 3497 N. Ammon Road, Idaho Falls, Idaho 83401
-AND-
Edify Education Services (the "Consultant"), a corporation organized and
existing under the laws of the state of Califomia located at 500 Cathedral Drive
#2331, Aptos, California 95001
WHEREAS, the Customer is of the opinion that the Consultant has the necessary qualificatioos,
experience, and abilities to provide sewices to the Customer; and
WIIEREAS, the Consultant is agreeable to providing such sewices to the Customer on the terms
and conditions set out in this Agreement.
NOW THEREFORE, the Customer and the Consultant (individually the "Party" and
collectively the "Parties" to this Agreement) hereby agree as follows:
Services Provided
1. The Customer hereby agrees to engage the Consultant to provide the Customer with services
(the "Services") consisting ofl
a. Professional Staff Development Presentation Materials. These sewices will
include research and development ofpresentation materials, alignment of
presentation concepts to Customer goals, production of materials used in
delivenng the seminar presentations.
b. Professional StaffDevelopment Seminars. These services will include a seminar
presentation by the Consultant on December 7 and December 8 in which staff
members invited by the Customer will attend.
2. The Services will also include any other tasks which the Parties may agree on. The
Consultant hereby agrees to provide such Services to the Customer.
Term of Agreement
3. The term of this Agreement (the "Term) will begin on the date of this agreement and rtrill
remain in full force and effect until December 8, 2015, subject to earlier terrnination as
provided in this Agreement. The Term of this Agreement may be extended by mutual
written agreement of the Parties.
ComDensation and Reimbursement
4. For the services rendered by the Consultant as required by this Agreement, the Customer
will provide compensation (the "Compensation") to the Consultant ofa fixed amount of
$6,000.00.
5. The Compensation will be payable upon receipt ofthe Services.
6. The Compensation as stated in tbis Agreement does not include sales tax, or other applicable
duties as may be required by law. A-ny sales tax and duties required by laws will be charged
to the Customer in addition to the Compensation.
7. The Consultant understands that the Compensation is provided in this Agreement will
constitute the full and exclusive monetary consideration and compensation for all services
performed by the Consultant and for the performance of all the Consultant's promises and
obligations under this Agreement.
8. The Customer shall reimburse Consultant for reasonable travel and other expenses
Consultant incws in comection with performing the Services. To obtain reimbursement,
Consultant shall subm{ to t}e Financial Department of the Customer, or his or her
designee, an invoice de'scribing services rendered and expenses incurred under this
Agreement. The Consultant shall provide statements, receipts, and vouchers to the
Customer for all such expenses. The Customer shall provide any additional documentation
requirements and any travel policy restrictions to Consultant in writing in advance, or be
foreclosed from relying on such requirements and restrictions to deny reimbursement. The
Customer shall pay to Consultant invoiced amounts within thirty (30) days after the date of
invoice. The Customer will accommodate Consultant's request to arrange, at Customer's
expense, for all of Consultant's travel and accommodations in comection with the Services
in this Agreement.
Performance Penalties
9. No performance penalty will be charged ifthe Consultant does not perform the Services
within the time frame provided in this Agreement.
Conlidentiality
10. Confidential information (the "Confidential Information") refers to any data or information
relating to the business of the Customer which would reasonably be considered confidential
to the Customer including, but not limited to, shrdent records and employee information
and that is not generally known in the industry ofthe Customer and where the release of
that Confidential Information could reasonably be expected to cause harm to the Customer.
1 1 . The Consultant agrees that they will not disclose, dirulge, reveal, report, or use, for any
pupose, and Confidential lnformation which the Consultant has obtained, except as
authorized by the Customer. This obligation will survive indefinitely upon termination of
this Agreement.
12. All written and oral information and material disclosed or provided by the Customer to the
Consultant under this Agreement is Confidential Information regardless ofwhether it was
provided before or after the date of this Agreement or how it was provided to the
Consultant.
Intellectual Property
13. All intellectual property and related material (the "Intellectual Property") including any
related work in progress that is developed or produced under this Agreement, witl be
property of the Consultant. The Customer is granted a non-exclusive limited-use license of
this lntellectual Property.
14. Title, copyright, intellectual property rights and distribution rights of the lntellectual
Property remain exclusively with the Consultant.
Independent Contractor Status
15. The parties agree that this Agreement creates an independent contractor relationship, not an
employment relationship. The Consultant acknowledges and agrees that the Customer v/ill
not provide the Consultant with any employee benefits, including without limitation any
social security, unemployment, medical, or pension payments, and that income tax
withholding is Consultant's responsibility.
16. The Consultant and the Customer acknowledge that this Agreement does not create a
partnership orjoint venture between them, aod is exclusively a contract for service.
Notice
17. All notices, requests, demands or other communications required or permitted by the terms
of this Agreement willbe given in writing and delivered to the Parties of this Agreement as
follows:
a. Bonneville School District #93
3497 N. Ammon Road
Idaho Falls, Idaho 83401
woolstes@d93.k1 2.id.us
b. Edify Education Services, LLC
500 Cathedral Drive #2331
Aptos, California 95001
admin@edifyedservices.com
Modification of Agreement
18. Any amendment or modification of this Agreement or additional obiigation assumed by
either Party in connection with this Agreement will only be binding if evidenced in writtng
or sigled by each Party or an authorized representative of each Party.
Time of the Essence
19. Time is of the essence in this Agreement. No extension or variation of this Agreement will
operate as a waiver o[ this provision.
Assignment
20. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its
obligations under this Agreement without the prior written consent of the Customer.
Entire Aqreement
21. It is agreed that there is no representation, warranty, collateral agreement or condition
affecting this Agreement except as expressly provided in this Agreement.
Governing Law
22. It is the intention of tfe Parties of this Agreement that this Agreement and. the performance
under this Agreement, and all suits and special proceedings under this Agreement, be
construed in accordance with and govemed, to the exclusion of the law ofany other forum,
by the laws ofthe State ofCalifornia, without regard to the jurisdiction in which any action
or special proceeding may be instituted.
Severability
23. ln the event that any of the provisions ofthis Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be valid
and enforceable with the ilvalid or unenforceable parts severed from the remainder ofthis
Agleement.
Waiver
24. The waiver by either Party of a breach, default, delay, or omission of any of the provisions
of this Agreement by the other Party will not be construed as a waiver ofany subsequent
breach of the same or other provisions.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated
below.
CUSTOMER
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