Contract for Services
This Contract for Services (the ‘Contract’) is made and entered into as of the day of , by and between , (CLIENT), and SHELLA ZELENZ is the representative from ZC&WG who are hereby agreeing to the terms declared herein.
WHEREAS, CLIENT desires to engage ZC&WG to assist CLIENT, and ZC&WG is willing to assist CLIENT by becoming an independent agent on the terms and conditions set forth herein:
NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, CLIENT and ZC&WG agree as follows:
Term: This Contract is effective for a term of twelve months (1 year) commencing and terminating one year later, unless sooner terminated pursuant in further Paragraph. This contract is renewable in one year increments by written agreements, including email.
Duties of ZC&WG Shall provide the services set forth in the Statement of Work, which is attached hereto as Exhibit A and made a part hereof, and such other services as the parties may hereafter agree to in writing.
Duties of CLIENT: CLIENT may provide the following to ZC&WG in connection with ZC&WG performance of services hereunder:
Printing of all material produced by ZC&WG in connection with the performance for their services to CLIENT hereunder. CLIENT must provide qualified, competent personnel to assist ZC&WG in connection with the performance of their services hereunder.
Accessibility and availability, as judged necessary by an authorized officer of CLIENT, to business and financial information to assist ZC&WG in connection with their performance of their services hereunder.
Consideration: As compensation for ZC&WG’s agreement to provide grant writing services hereunder, CLIENT shall pay ZC&WG (Shella Zelenz) a standard fee of $1,500 for each month of the 1 Grant Monthly Pro Subscription Plan, $2,500 for each month of the 2 Grant Monthly Pro Subscription Plan, $4275 per quarter (every three months) for the 3 Grant Quarterly Pro Subscription Plan, $7,125 per quarter (every three months) for the 6 Grant Quarterly Pro Subscription Plan, $17,100 per year for the 12 Grant Annual Pro Subscription Plan, $27,000 per year for the 24 Grant Annual Pro Subscription Plan.
All plans are renewable and cancellations for future payments must be made 30 days in advance. There are no refunds for payments made and services performed. Cancellation is not assumed unless requested by the CLIENT 30 days prior to the payment renewal date.
ZC&WG shall submit to CLIENT, a detailed invoice for the deliverable, as described in the Statement of Work by the 1st of the following month. ZC&WG shall not receive any remunerations from CLIENT, until such time as all invoices and/or discrepancies have been corrected, settled, and approved by CLIENT.
EXPENSES AND CHARGES: ZC&WG may not incur or bill expenses as needed in conjunction with the performance of their services pursuant to this contract to CLIENT.
Independent Consultant: The parties understand and agree that ZCG shall be considered an independent consultant, rather than a co-venture, agent, employee, or officer of CLIENT, and that ZC&WG shall not hold themselves out to the public as a co-venture, agent, employee, or officer of CLIENT. ZC&WG shall develop their business by whatever means and methods they regard as necessary and at their own discretion. ZC&WG shall be free to devote to their business such portion of their time, energy, effort and skills they see fit without interference from CLIENT except where otherwise referenced in this Contract. Solely ZC&WG shall determine ZC&WG work schedule, except whereas CLIENT requests limited accessibility during its operating hours. In conducting their business, ZC&WG:
Shall not be subjected to control or supervision by CLIENT
Shall work on an irregular basis,
Shall work at such times as they elect, and
Shall work at such locations as they elect.
CLIENT acknowledges and agrees that ZC&WG may engage, directly or indirectly, in any business that ZC&WG may determine, and is not required to devote all their energies and attention exclusively for the benefit of CLIENT. Since ZC&WG shall fulfill their responsibilities independent of, and without supervisory control by CLIENT, ZC&WG shall not be subject to the provisions of any rules applicable to employees of CLIENT. The Consultant shall make no false or misleading representations with respect to CLIENT.
Nothing contained in this Contract shall be regarded by creating any relationship between the parties, other than an independent consultant relationship as set forth herein. ZC&WG hereby agrees not to claim or assert, or to support any third-party assertion of the existence of, as employer/employee or joint venture relationship between ZC&WG and CLIENT. As an independent consultant, ZC&WG, understands, agrees, and acknowledges that they are responsible to secure, at their own cost and/or expense, worker’s compensation and any other insurance as may be appropriate or required by federal and state law.
ZC&WG shall have no authority (I) to bind CLIENT in any manner for any purpose or (II) to assume or create any obligation of any kind, expressed or implied, on behalf of CLIENT.
CLIENT will not provide, nor will it be responsible to pay for any benefits of ZC&WG, including but not limited to health insurance, paid vacations, paid holidays, paid sick leave or disability insurance coverage of whatever nature. Any such benefits shall be secured and paid for by ZC&WG.
The parties agree that the payments from CLIENT to ZC&WG (Shella Zelenz) (I) constitute ordinary income to ZC&WG, (II) are deductible from the federal gross income of CLIENT as an ordinary and necessary business expense under Section 162 of the Internal Revenue Code of 1986, as amended, and (III) do not constitute wages for purposes of the Federal Income Contributions Act (FICA) but constitute earnings from self-employment for purposes of FICA, which shall be the sole responsibility of ZC&WG. ZC&WG hereby acknowledges that, as an independent consultant (non- employee), they are responsible for the payment of all their own federal income taxes and self- employment taxes together with any and all corresponding state, local, and community taxes, and ZC&WG hereby agrees to meet such responsibilities. ZC&WG hereby waives and releases any claims they have or may have against CLIENT now or in the future respecting such taxes or in the failure of CLIENT to withhold any, or contribute to such taxes on behalf of ZC&WG. Such waiver and release are material consideration for this Contract. The parties agree to file tax returns and pay taxes consistent with such intentions, to resist (and cooperate with each other in resisting) any assertion to the contrary by any government agencies, and to indemnify each other from and against any loss or expense by reason of breach of such agreement. Such agreement and obligations shall survive termination or expiration of this contract.
Confidentiality of CLIENT’s Information: ZC&WG acknowledges being advised that certain data, materials and information may be disclosed to them here-under by CLIENT. ZC&WG agrees to protect the confidentiality of the aforementioned information and to not disclose it or discuss it with other parties without the prior consent of CLIENT; provided, however, that:
In the event that ZC&WG receives a subpoena or other validly issued administrative or judicial process or order requesting the release of the aforementioned information, ZC&WG shall provide prompt notice to CLIENT of such receipt, and ZC&WG shall thereafter be entitled to comply with subpoena or other process to the extent permitted by law.
ZC&WG shall not be liable for disclosures of the aforementioned information if such disclosures occur despite ZC&WG exercise of the same degree of care, which they use to protect their own like information.
ZC&WG may use or disclose information (including, but not limited to, ideas, concepts, know how, techniques, and methodologies) (I) previously known to them, (II) independently developed by them, (III) acquired by them from a third party which is not, to their knowledge, under an obligation to CLIENT not to disclose such information, or (IV) which is or becomes publicly available through no breach of the Contract.
Ownership of Documents and Materials: All original final plans and reports and other formal original documents prepared or developed by ZC&WG pursuant to this Contract (the “Deliverables”) shall, upon CLIENT tendering of all amounts payable hereunder, become the exclusive property of CLIENT. ZC&WG shall however, be entitled to retain their work papers and any other materials developed hereunder that are not defined herein as Deliverables. Except as provided below, use of the Deliverables, other than related to the performance by ZC&WG of their services hereunder without the prior consent of CLIENT is prohibited. This Contract shall not, however, preclude ZC&WG from developing other original documents for themselves, or for others, which are based upon ideas concepts, know how, and techniques related to the scope of ZC&WG services and used in the course of providing their services to CLIENT (provided they contain no specific identifiable elements unique to CLIENT or its operations) irrespective of their similarity to the Deliverables which may be delivered to CLIENT pursuant to this Contract.
Representations and Warranties: By providing the services set forth in the Statement of Work (the ‘Work’) to CLIENT, ZC&WG hereby represents and warrants that such Work:
is ZC&WG’s sole creation;
has not been, and prior to CLIENT’s submission thereof will not be, published or otherwise made publicly available, in whole or in part;
is not libelous or otherwise defamatory;
does not and therefore will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.
Indemnification: ZC&WG shall indemnify, defend and hold harmless, CLIENT, and its respective officers, directors, employees, agents, affiliates, successors and assigns from and against any claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorney’s fees and disbursements arising from or relating to any breach by ZC&WG of its representations, warranties, or other obligations here-under.
Notices: Any notice required to be given to CLIENT pursuant to this Contract shall be in writing and addressed to –
, , , located at
, and to Shella Zelenz, Chief Executive Officer, Zelenz Consulting Group, at 9550 S Eastern Ave #253, Las Vegas, NV 89123, United States and shall be delivered by certified U.S. mail, postage prepaid. Either party may, from time to time, change its address for receipt of notices hereunder by sending written notice (as specified herein or by email) to the other party specifying such new address.
Termination: Either party hereto may terminate this Contract and ZC&WG performance hereunder by providing the other with at least thirty days prior written notice of termination.
Successors and Assignees: This Contract and all its terms, covenants and conditions shall be binding on, insure to the benefit of and be enforceable by the parties hereto and their respective successors and assignees.
Governing Law: This Contract shall be construed in accordance with and governed by Nevada Law, and suit, if any, must be brought in the state of Nevada.
Waivers and Amendments: This Contract may be amended, superseded, canceled, renewed or extended, and its terms or covenants may be waived, only by a written instrument executed by the parties hereto, in the case of a waiver, executed by the party waiving compliance. The failure of any party at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by any party or the breach of any term or covenant contained in this Contract, whether by conduct or otherwise, in any one more instances, shall be deemed to be, or construed as, a further or continuing waiver of any breach, or a waiver of the breach of any similar or dissimilar term or covenant contained herein, at the same or any prior or subsequent time. The parties reserve the right, by mutual written consent, to amend, modify, supersede, and cancel this Contract, or to waive the terms or conditions hereof, without the consent of any other person (natural or otherwise) not a party to this Contract.
Entire Contract: This Contract sets forth the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, arrangements, and understanding, written or oral, relating to the subject matter hereof.
Invalidity: The invalidity or lack of enforceability of any provision of this Contract shall not affect the validity and continuing effectiveness of any provision hereof.
Headings: The headings contained in this Contract are for reference purposes only and shall not affect the meaning or interpretation of this Contract.
Counterparts: This Contract may be executed simultaneously in several identical counterparts, each of which shall be considered an original but all of which together shall constitute on and the same instrument. In making proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, ZC&WG and CLIENT have executed this Contract as of the date and year first written above.
ZELENZ CONSULTING & WORLD GRANTS
By: Shella Zelenz Title: Consultant
Signature & Date:
EXHIBIT A: STATEMENT OF WORK
ZELENZ CONSULTING & WORLD GRANTS: The Consultant will research available grants, legal paperwork requirements, and nonprofit laws pertaining to the establishment on CLIENT’s behalf, prepare grant proposals and applications, attend potential funding meetings, and research , (i.e. library services, Internet, identifying funders, establish contact with funders, obtaining proposal guidelines and applications, etc.), file necessary legal documents as instructed, and consult as necessary to ensure effective establishment of non-profit status.
Grant Writing: The Consultant will write a maximum of grants per year in pursuit of funds from local, state, federal or private funding sources. ZC&WG will submit a written list of sources and obtain CLIENT’s permission, prior to the pursuit of any funds from the source on behalf of CLIENT with subsequent grant proposal or application. In summary, CLIENT reserves the right to accept or reject any funding sources ZC&WG pursues on its behalf.
EXHIBIT B: EXPLANATION OF FEES
Invoice will be submitted to the client. All payments must be remitted in one payment. Invoice can be paid for through a direct link on the invoice. Invoices accept all major credit/debit cards, PayPal, and ACH.
The contracted payment must be paid prior to engagement in consulting services.