Raven Consulting Agreement
This agreement is made between Jimmy 3 Wheels, LLC, dba “Raven Career Development”, (hereinafter, “Consultant”) an Ohio Limited Liability Company, and you (hereinafter, “Client”).
WHEREAS, Consultant provides career coaching services through individual advisers, who are trained by Consultant, which services may include but are not limited to: general career development and planning; military transition advising; resume and cover letter writing and development; LinkedIn and social media optimization; review of applications across multiple platforms; networking strategy; job fair and interview preparation; compensation advising and negotiation strategy; employer reference/PRIA/and other background and disclosure review; resignation and termination advising; background check and referral vetting; workplace conflict management; furlough planning; and any other service associated with or necessary to coordinate with the above services.
WHEREAS, Client wishes to engage Consultant for services and Consultant desires to provide such service pursuant to the terms and conditions of this agreement (“Agreement”).
NOW, THEREFORE, the Company and the Consultant hereby agree as follows:
1. Consulting Services. Subject to the terms and conditions of this Agreement, the Client hereby retains Consultant to perform the consulting services specifically set forth in the proposed Invoice, presented concurrently herewith and incorporated herein by reference (hereinafter, “Invoice”). The scope of services performed pursuant to this Agreement and the cost associated therewith may be modified by revision to or amendment to the Invoice as agreed upon by Client and Consultant. The scope of Consultant’s services are limited to those services which assist a Client with his or her preparedness, research, practice and strategy for job change, career strategy, promotion and/or conflict resolution. Consultant does not provide tax, legal, or human resources services. Client expressly acknowledges that Consultant is not responsible nor liable for Client obtaining a new job or for failing to obtain a job.
2. Fees and Payment. Client agrees to pay the fees as set forth in the Invoice, as may be amended from time to time, based on the type of service described below.
- Fixed Fee Services: Consultant will provide an itemization of services to be rendered for completion of the fixed-fee services in the Invoice, which will be completed on a schedule as agreed upon by Consultant and Client, taking into consideration Client’s and Consultant’s availability to conduct meetings, whether in-person or via telephone or other electronic form. In the event Client does not make himself or herself available for recommended meetings or provide pertinent information and work requested by Consultant to complete the services within a reasonable time, Consultant may terminate this Agreement. Because every engagement requires substantial research and preparation by a Consultant, payments for Fixed Fee services are non-refundable. Client agrees to pay the fixed fee amount stated in the Invoice at the commencement of Consultant’s services. Consultant will not commence services until the agreed upon fixed fee amount is paid.
- Hourly Services: Consultant may recommend and Client may request ongoing consultation separate from a fixed fee service. For such ongoing consultation, Consultant will charge an hourly rate as listed on the Invoice, in one-quarter (1/4) hour increments. Client must deposit, as a retainer, payment for at least two (2) hours of consultation services for the commencement of ongoing consultation services and must pay all amounts in excess of the retainer at the end of each month. Additionally, Client must renew the deposit each month so that there is a retainer at the beginning of each month for at least two (2) hours of consultation services. Consultant will provide Client with an itemization of time spent on or around the last day of each month, upon which payment for the prior month and the renewed retainer will be immediately due for continued consultation.
3. Term and Termination. The term of this Agreement will commence at the time of payment for services, and will continue until the completion of services or the termination by either Consultant or Client.
Any amount of services that remain unbilled to the Client will be invoiced to the Client within thirty (30) days of the termination effective date, which invoice will be due upon receipt.
A client may renew this Agreement after initial termination of this Agreement at any time by agreement and payment for additional services as itemized in a new Invoice.
4. Assignment of Advisers. Consultant may retain vendors and/or employees as individual advisers who will act as agents of Consultant. Advisers are selected based on experience and credentials and are trained by Consultant for the specific consulting tasks each adviser may perform. Consultant assigns advisers to clients on a case-by-case basis, at its discretion.
5. Confidentiality and Confidential Information. Client understands and acknowledges that Consultant may provide Client access to proprietary and valuable information that Client might otherwise not receive, including but not limited to data, metrics, analytics, job openings, internal protocol of employers, employer management personnel, wage and salary information, and data about competitor applicants who are not represented by Consultant. Client agrees that any such information that Client learns or infers from Consultant and that is not widely available in the marketplace is intellectual property of Consultant and will constitute “Consultant Confidential Information.”
Client agrees not to divulge, disseminate, publish or otherwise disclose any Consultant Confidential Information without the Consultant’s prior written consent. Additionally, Client agrees that any product provided to Client from Consultant pursuant to the scope of this Agreement will not be re-used, reproduced or provided to third parties.
Likewise, Consultant desires for Client to freely share information and factors that affect Client’s ability to participate and thrive with Consultant’s services. Client information, including but not limited to, prior work history, workplace discipline, litigation, criminal or administrative charges, demeanor, reasons for leaving employment, compensation, schedule, and any other matter specific to Client, and not otherwise available in the marketplace or able to be obtained from general sources by an interested person will constitute “Client Confidential Information.” Client agrees that use of client information by Consultant for purposes of gathering data in a generalized fashion, and not in a manner that would identify Client, is not considered Client Confidential Information.
Consultant agrees not to divulge, disseminate, publish or otherwise disclose any Client Confidential Information without the Client’s prior written consent.
Because of the importance of Confidential Information to the livelihood of both Client and Consultant, both Client and Consultant agree that the other may seek injunctive relief for any breach of confidentiality in the forum agreed upon herein, without notice to the breaching party. All costs and attorney fees related to any action to enforce this confidentiality provision will be paid by the breaching party in addition to actual damages.
Terms and Conditions.
- Cancellations and Late or Missed Appointments. Cancellations must be made at least twenty-four (24) hours in advance of the scheduled appointment. In the event Client fails to attend more than one appointment without proper cancellation, or is late for more than one appointment, Consultant may charge its hourly rate as set forth on the Invoice for the amount of time that the Client is late or that the Consultant reserved for the missed appointment.
- Insufficient funds/Return Check. In the event Client’s form of payment is returned for insufficient funds, Client will pay to Consultant any processing fee plus a $50 insufficient payment fee.
- Late Payment and Interest. Consultant will charge interest at the rate of 12% per annum, calculated monthly, for any invoice for which services have been performed that is thirty (30) or more days past due.
- Conflict. In the event of a conflict of interest, Consultant will notify the affected Client or Clients. In the event an existing Client does not consent to a conflict that may arise with an incoming Client, Consultant will not provide services to the incoming Client until the existing Client’s services are complete. Conflicts of interest may arise, for example, when two Clients apply for the same position when only one position is available. A conflict does not arise if three Clients are applying for 20 open positions with the same company. Further, a conflict does not arise if a Client desires to apply to multiple positions and a potential conflict does not apply to all positions for which they are applying. When Clients consent to services with a known conflict (ie, when two Clients are applying for the same position and only one position is available with that company), Consultant will provide separate advisers to the Clients. Client files are not shared among advisers and will be kept confidential.
- Indemnification. Each party will indemnify the other, their affiliates, officers, agents and attorneys, for any and all claims, damages, losses, and liabilities (including expenses and attorneys’ fees) incurred by them arising out of or relating to such party’s breach of this Agreement.
- Entire Agreement, Severability, Modification. This is the entire agreement of the parties and reflects a complete understanding of the parties as to this Agreement. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in full force and effect. This Agreement may be modified only in writing, signed by both parties.
- Retention of Client File. Any information obtained by Consultant about Client will be destroyed in accordance with Consultant’s document retention policy.
- Choice of Law and Forum Selection. This Agreement is governed by and formed under the laws of the State of Ohio. The parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement will be brought in a court of competent jurisdiction located in Franklin County, Ohio.
- Notice. Any notice required to be given to the parties herein will be given as follows:
- To the Consultant:
Jimmy 3 Wheels, LLC, dba
Raven Career Development
250 S. High Street #815
Columbus, OH 43215