1
ACME INC., a California corporation
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into and effective as
of February 15, 2009 (the “Effective Date”), by and between Consulting Guy LLC f/s/o John
Smith (collectively, “Consultant”), and Acme Inc., a California corporation (“Company”).
Consultant and Company are sometimes individually referred to herein as a “party” and collectively
as the “parties.”
R E C I T A L S
This Agreement is made with reference to the following:
A.
WHEREAS, Company is primarily engaged in the business of [Internet business
description];
B.
WHEREAS, Company desires to engage Consultant, and Consultant desires to
accept such engagement, to perform certain advisory services set forth below, pursuant to the terms
and conditions of this Agreement.
NOW, THEREFORE, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
covenant and agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meaning
ascribed to them below:
1.1
“Confidential Information” shall mean: (i) any information that the Company
indicates is confidential and Consultant acquires (as a result of disclosure by the Company, access to
the Company’s facilities, analysis of the Company’s products or enhancements, or otherwise) in
connection with the Services, including, without limitation, the Company’s content and information
pertaining to usage of the Site; (ii) financial data, customer lists, technical information, know-how,
and all other confidential information relating, in any manner, to the business of the Company; (iii)
“trade secrets” within the meaning of the Uniform Trade Secrets Act (California Civil Code Sections
3426 through 3426.11); (iv) business plans, executive summaries, financial information of or
pertaining to the Company; (v) ideas, concepts, designs, and plans related to the manufact