Independent Consultant Agreement

INDEPENDENT CONSULTANT AGREEMENT

Agreement made effective this day ____, between the Muslim Youth of North America, on its own behalf and on behalf of its affiliates and subsidiaries, at P.O. Box 38, Plainfield, IN 46168, (“Client”), and ____, located at _____, (“Consultant”) regarding the services of ___.

WHEREAS, Client seeks the assistance of an outside consultant to render the services identified in Exhibit A.; and
WHEREAS, Consultant is an experienced consultant in the area of Organizational Development and is willing to assist Client;

NOW THEREFORE, in consideration of the mutual obligations herein made, the parties agree as follows:

1. Services. Client agrees to engage Consultant and Consultant agrees to perform under the terms and conditions set forth herein. The services shall be those described in Exhibit A.

2. Term. This Agreement shall commence on ___________________ and shall terminate on ____________________, unless terminated earlier pursuant to the termination provisions contained herein.

3. Compensation. As compensation for services performed under this agreement, Client shall pay Consultant as follows:

3.A. Amount - ___ an hour for all time worked up to 20 hours a week, for the duration of the Term. Any work in excess of this shall be undertaken only with client prior to approval.

3.B. Invoicing – Consultant shall be responsible for payment of and withholding of all state, local and federal taxes, including but not limited to social security and FICA taxes, unemployment taxes, and federal income taxes.

Every two weeks, Consultant shall submit to client a written invoice indicating hours worked, allocated by project, in such a form and in such detail as may be reasonably requested by Client, and shall submit a separate invoice for any approved expenses. Client shall pay such sums no later than 30 days after receipt of an invoice for the prior two – week period.


4. Relationship of Parties. Consultant shall act at all times as an independent contractor and shall have control of (his or her) work and the manner in which it is performed. Consultant is not to be considered an agent or employee of Client for any purposes whatsoever, including, but not limited to, workers’ compensation, state and federal income tax purposes, general liability insurance or employee benefits. If there is anticipation that there will be expenses or travel, this should be addressed and clear limitations should be placed on amounts expanded by Consultant prior to such expenditures being made.

5. Confidentiality and maintenance of Records. During the course of this Agreement, Consultant will have access to proprietary, confidential information of Client. Consultant will protect such information and treat as strictly confidential, and shall not provide it to any third party or utilize it in any fashion outside of the scope of this Agreement except as expressly authorized in writing by client or as required by law. Consultant further agrees to adhere to all reasonable policies as adopted from time to time by Client regarding the protection of such information.

All work papers, records and notes created by Consultant as a result of services performed under this Agreement shall also be kept confidential, and shall not be provided to any party except as expressly authorized in writing by Client or pursuant to law. Upon termination of this Agreement, such documents shall be retained by Consultant for a period of 1 year. Such documents may instead by transfer to Client if Consultant desires.

For purposes of this Agreement, proprietary information means any non-public information regarding or relating to the business operations, technology, customers, constituents, employees, business methods and other non-public information about client. Proprietary information shall include without limitation, Client’s software products, methodologies, compilations of information, form and content of databases, designs manuals, formulae or data related thereto, business and marketing plans, and shall include in each case all ideas, concepts, know-how, methodologies, and information incorporated therein. Such non-public business and technical information collectively constitutes Client’s trade secrets and shall also include, without limitation, information concerning constituents, prospective constituents, communities, and employees and agents of Client.

6. Liability. All work shall be performed entirely at Consultant’s risk. Consultant agrees to perform the services described in Exhibit A in a professional and workmanlike manner. All work performed herein shall be in accordance with the highest professional standards.

7. Termination. Either party may terminate this contract:
7.A. At any time for material failure of the other to comply with the terms and conditions of this agreement, or immediately upon completion of all work identified in Exhibit A. or for any other reason by giving two weeks prior written notice to the other party, or by mutual agreement. To the extent that agreement cannot be reached on this subject, Consultant shall prepare a final timesheet, evidencing hours worked by not yet recorded for completed projects, and hours worked but not yet recorded for projects in progress. Client shall pay Consultant within 15 days all sums due for completed projects.
7.B. With respect to projects in progress, Consultant shall deliver to client all plans, reports, programs, software, manuals, studies, surveys, drawings, photographs, charts, algorithms, models, specimens, specifications, materials, data, products, work papers, research notes, drafts and any other documents, (“work in progress”), which shall become the property of Client. Client will evaluate the usefulness to Client of the work in progress and may accept the unfinished work and pay all outstanding invoices, or may request that Consultant finish such work. If Consultant declines to complete outstanding projects, client may refuse to pay outstanding amounts attributable to such unfinished projects, but shall retain in the work in progress.

8. Governing Law. This agreement shall be governed by the laws of the State of Indiana.

9. Notices. To be validly given, all notices, reports, accounts, request, consents, and other communications arising out of this Agreement, must be in writing and mailed by first class postage to Client: Muslim Youth of North America, PO Box 38, Plainfield IN 46168.

10. Successor and Assigns. No interest under this Agreement shall be assigned by Consultant without the prior written consent of Client, and consultant agrees that no sub-consultants or third parties shall replace or assist Consultant in completing the obligations of this Agreement without prior written approval of Client. The obligations of client may be assigned to any parent, affiliate or subsidiary of Client.

11. Intellectual Property Rights.
11.A. All plans, reports, programs, software, manuals, studies, surveys, drawings, photographs, charts, algorithms, models, specimens, specifications, and any other documents, materials, data, products, (“Documents and Materials”), created, prepared, assembled, or developed by the Consultants under this agreement shall be the exclusive property of Client and the Consultant shall not have any rights to such products. Any copyrightable and patentable Documents and Materials developed during the performance of any duties under this Agreement shall likewise be the exclusive property of Client. Consultant agrees to take all reasonable steps necessary to assist the client in the perfection of the Client’s rights in such Documents and Materials.
11.B. Consultant acknowledges Client’s exclusive right to publish, transfer, sell, license, use and permit others to use all or any part of the Documents and Materials without compensation additional to that specifically provided for in this Agreement
11.C.Consultant hereby irrevocably assigns to Client all right, title and interest in and to the copyrights, trademarks, trade secrets and patentable subject matter in all Documents and Materials, including all rights of every kind in the documents and Materials for the entire duration of the copyright, trademark, trade secret or patent. No rights are reserved for the Consultant.
11.D.The Consultant shall defend and hold the client harmless from any third party claim brought against the client alleging infringement of intellectual property rights, arising from ideas and materials specifically introduced by the Consultant to the Client.

12. Entire Agreement. This Agreement contains the entire agreement of the parties, and supersedes any prior written or oral agreements between the parties. This Agreement may be modified or amended only in writing, signed by both parties.

13. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce such provision.

CLIENT
Muslim Youth of North America
By__

Date__

CONSULTANT
By__

Date__

prepared by Assim Mohammad