The following is the agreement entered into between
____________________________________ (hereinafter referred to as
"Client"), and BTF MANAGEMENT CONSULTANTS, INC. (hereinafter
referred to as "BTF") for the sole purpose of Client retaining BTF
for a consulting engagement.
1. Scope
of Engagement
a.
Throughout
the course of this engagement, BTF will keep Client informed via discussions
and written communications. It is
agreed that there be continual cooperation and mutual understanding between
Client and BTF and that Client retains control over the continuation of BTF
services.
b.
For the
guidance of Consulting Services' development and progress, the Project Manager
will prepare a Project Plan encompassing the objectives and scope of the
engagement. Due to the fact that each
Client's business is unique, Consulting Services' work is custom designed
around each objective, giving consideration to the specific nature of Client's
business and personnel.
c.
All
matters pertaining to this engagement should be addressed with the Project
Manager, upon who is placed complete responsibility for successful development
and implementation of the Project Plan.
d.
Each day
the BTF staff will discuss and/or present the work completed to Client, and discuss
further work to be performed in relation to the Project Plan. All work developed during the course of the
project will be presented to Client prior to implementation and/or
installation.
e.
Achievements
realized from Consulting Services' work depend upon many factors, including the
aptitude and cooperation of Client's staff; factors which are not within the
control of BTF. Therefore, it is
understood and agreed that no express or implied warranty of any general or
specific results shall apply to the work done under this agreement.
f.
BTF does
not engage in financing or bonding. As such, no employee of BTF is authorized
to promise that BTF will secure bonding for a client or is in a position to
obtain funds for any client, either for payment of services contracted by this
Agreement, or for any other purpose.
g.
Notwithstanding
that some members of the BTF staff are accountants and attorneys, it is agreed
that BTF does not practice law or provide tax services.
h.
Client
is specifically informed that any legal or tax matter must be discussed with
Client’s outside or separate legal and tax advisors.
2. Confidentiality
a. Due to the confidential nature of the work,
Client agrees to provide suitable working space for the BTF staff, such
clerical services as required; as well as pay the cost of reproduction work,
binders, supplies, training materials, and manuals directly related to the
consulting engagement.
b. All members of the BTF staff, without exception,
are under contract solely with BTF and are insured for the protection of the
Client.
3. Employee
Non-Solicitation
a. Recognizing that each BTF staff member is
contractually restricted from working for any Client of BTF for a period of one
year after leaving BTF's employ, Client agrees not to employ or engage the services,
directly or indirectly, of any person now employed by BTF, for a period of one
year from the date of the Business Analysis Authorization. BTF agrees not to employ or engage any of
Client's employees for the same period of time.
4.
Fees
a. For services rendered under this Agreement, as
documented in Project Summary Reviews, Client will pay all invoices in full,
upon presentation.
b. The invoices (at least one per week) will cover
total charges, as follows:
i.
A fee of
One Hundred Ninety Five Dollars ($195.00) per man-hour worked by the Project
Manager and each BTF Business Consultant, as authorized below;
ii.
Reasonable
airfare, ground transportation and lodging expenses incurred by assigned BTF
Staff (substantiated by receipts); plus
iii.
Forty
Dollars ($40.00) per diem per person.
iv.
No other
charges will be made.
5.
Conclusion of Engagement
a. Client may terminate the services of BTF, or
recess the project, at the end of any business day by declaration of such
intent to the Project Manager when he/she is on Client’s premises and at the
same time presenting the Project Manager with a check for all fees and expenses
due through the end of the business day of termination, as well as a personally
written statement expressing Client’s opinion of services rendered. This statement must be originated solely by
Client
It is expressly agreed that this printed document embodies the entire
agreement of the parties in relation to the subject matter of Consulting
Services to be rendered by BTF, and that no other understanding or agreement,
verbal or otherwise, exists between the parties, except as herein expressly set
forth. It is further agreed that
exclusive jurisdiction shall vest in the Judicial District of Harris County,
Authority is hereby granted to BTF, Inc. to assign a
Project Manager and ____ Business Consultants to begin Consulting Services
engagement # _____________________:
Project Commencement Date: ___________________________ at ___________ AM.
HOURS ESTIMATED TO COMPLETE PROJECT: _________________________ +/- 10%
AUTHORIZED PROJECT:
This authorization may not be cancelled between this date and the
Project Commencement Date noted above.
By signature below of each party, this Agreement shall be deemed binding
and effective on the date first noted above.
Client:________________________________
BTF MANAGEMENT CONSULTANTS, INC.
By: ________________________________ By: ________________________________
Title:
________________________________ Title: ________________________________
Date: ________________________________ Date: ________________________________