THIS Consulting Agreement (“Agreement”) is between Katpro Technologies Inc, (the “Consultant”) and the “Company” that has purchased a Service from the Consultant through a Work Order. If you are an individual using the Service on behalf of a corporation, partnership, or other entity, then that entity will be the Company, and you represent and warrant that you are authorized to enter into this Agreement on behalf of such entity and bind such entity to the terms and conditions of this Agreement.

From time to time, the Consultant may modify this Agreement.  Unless otherwise specified by the Consultant, changes become effective for existing Customers for new Work Orders. Company may be required to click to accept the modified Agreement at every Work Order issue and the continued use of the Consultant’s Service during the new Work Order Term will constitute Company’s acceptance of the version of the Agreement in effect at the time the new Work Order Term begins.   

IMPORTANT:  BY ACCEPTING THE WORK ORDER OR USING ANY PORTION OF THE WORK ORDER, CUSTOMER IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. 

In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:

1. RECITALS

  1. Consultant has expertise in the area of the Company’s business and is willing to provide Services, as defined in Section 2, to the Company.
    1. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein.
    1. The Company desires to engage and contract for, and Consultant desires to provide to Company or its affiliates, Consultant’s services on the terms and conditions set forth in this Agreement
    1. The Company has spent significant time, effort, and money to develop certain Confidential Information (as defined below), which the Company considers vital to its business and goodwill.
    1. The Confidential Information will necessarily be communicated to or acquired by Consultant in the course of providing Services to the Company, and the Company desires to obtain the Services of Consultant, only if, in doing so, it can protect its Confidential Information and goodwill.

2. Services

From time to time throughout the term of this Agreement, Company and Consultant may enter into one or more work orders (each a “Work Order”) setting forth in detail the services to be provided by Consultant to Company (the “Services”), the time period in which Consultant shall perform such Services, and the compensation that Company shall pay Consultant as consideration for such Services, with each Work Order.  Each Work Order shall become binding on the parties thereto upon full execution and delivery and shall be subject to all of the terms and conditions of this Agreement upon such full execution and delivery.   

3. TERM

The term of this Agreement shall commence upon on the Effective Date and shall continue until Consultant has completed all of the Services part of the work orders annexed, unless terminated in accordance with Section 7.  The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company’s obligations hereunder shall end.

4. Duties and Responsibilities

Consultant hereby agrees to provide and perform for the Company those Services set forth in each Work Order. The consultant shall devote commercially reasonable efforts to the performance of the Services and to such other services as may be reasonably requested by the Company. 

5. Compensation, Benefits and Expenses

  1. Compensation.  In consideration of the Services to be rendered hereunder, including, without limitation, Services to any affiliated company, Consultant shall be paid the hourly fees outlined in the Fee Schedule in the relevant Work Order.  Consultant will provide the company weekly time sheets, listing the number of hours spent on items delineated in the Work Order’s Services.
  • Benefits.  Other than the compensation specified in Section 5, Consultant shall not be entitled to any direct or indirect compensation for Services performed hereunder.  The consultant will not be entitled to any of the benefits which Company may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Consultant hereby waives and foregoes the right to receive any such benefits given by Company to its employees if any government agency or court of law claims that Consultant or any of its principals or employees is an employee of Company. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Consultant by virtue of its services to Company, and is effective for the entire Consulting Period.
  • Expenses.  Consultant shall not be authorized to incur on behalf of Company any expenses and will be responsible for all expenses incurred while performing the Services except as expressly specified in a Work Order or consented to by Company in writing before expenses are incurred.  As a condition to receipt of reimbursement, Consultant shall be required to submit to Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.

6. Invoicing

Consultant shall provide monthly invoices to the Company within the ten (10) days following the completion of a calendar month during the Term of this Agreement. Consultant’s invoice shall include a break-down of actual hours worked and a reasonably detailed description of the Services provided.  Consultant shall submit invoices to Company by email to the address mentioned in the Work Order with copy to the principal Company employee contact for this engagement. Company shall pay Consultant all undisputed amounts by the seventh calendar day of the month following the receipt of Consultant’s invoice approved by the principal Company employee contact.

In the event of a disagreement about work completed, Company shall respond to Consultant in writing within five (5) business days of the receipt of the invoice and both parties shall work in good faith to resolve the disagreement in a timely manner.

Within ten (10) days of the Effective Date, Consultant shall provide Company with a completed W-9 form and with the following information for Company to make Consultant payments via ACH: bank account number, routing number, whether the account is a checking or a savings account.

7. Termination/SUSPENSION of Consulting Relationship

  1. Termination by the Company without Cause.  Company may terminate this Agreement, or any particular Work Order or portion thereof, at any time upon not less than thirty (30) days’ prior written notice.  In the event of such termination, Consultant shall be paid for any portion of the applicable Services that have been performed prior to the termination, and Consultant shall deliver its entire work product performed as part of such Services up until the date of such termination.  Upon the effective date of such notice, Consultant shall perform no further Services and incur no other costs or expenses other than those reasonably necessary to implement the termination that are approved in writing by Company.  
  • Termination by the Company for Cause.  Company may terminate this Agreement or any Work Order at any time for Cause, which termination shall be effective immediately unless a later effective date or time is specified by Company, as applicable, in writing to Consultant.  “Cause” means: (i) an intentional act of fraud, embezzlement, theft or any other material violation of law by Consultant; (ii) Consultant’s gross negligence or willful misconduct in its performance of its obligations under this Agreement or any Work Order; or (iii) a material breach of Consultant’s obligations under this Agreement or any Work Order.
  • Termination by Consultant.  Consultant may terminate this Agreement or any Work Order at any time upon not less than thirty (30) business days’ notice.
  • Termination Due to Bankruptcy, Receivership.  The Consulting Period shall terminate and the Company’s obligations hereunder (including the obligation to pay Consultant compensation under Section 5) shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority in connection with any adjudication or determination by such authority that the Company is bankrupt or insolvent; (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action of the Board to terminate the Company’s existence or otherwise to wind up the Company’s affairs.
  • Suspension of Services.  Company may at any time upon written notice to Consultant suspend Consultant’s performance under one or more Work Orders or any portion thereof at any stage of the Services, and upon the effective date of such notice, Consultant shall perform no further Services that are subject to such suspension and incur no other costs or expenses in connection therewith other than those reasonably necessary to implement the suspension that are approved in writing by Company.  If Services are suspended for more than thirty (30) calendar days in the aggregate, Consultant shall be compensated for Services performed and charges incurred prior to receipt of notice to suspend.
  • Return of Company Property.  Upon termination of the Agreement or earlier as requested by Company, Consultant will deliver to Company, any and all reports, searches, drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, any Equipment (as defined below), and any other material containing or disclosing any Confidential Information of Company.
  • Termination Obligations

In the event of termination, Consultant shall prepare a final invoice and submit it to Company as described in Section 6. Company shall pay Consultant for all performed Services and approved travel expenses up to the date of termination.

8. Assignment; Successors and Assigns

A substantial inducement to Company for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Consultant agrees that it will not assign, sell, transfer, delegate, subcontract, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall Consultant’s rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation by Consultant shall be null and void, unless previously consented to in writing by Company, which consent may be withheld in Company’s sole and absolute discretion.  If Consultant assigns or subcontracts any of its duties or obligations to a third party (with the applicable consent of Company), Consultant shall remain fully responsible and liable to Company for all acts or omissions of the assignee or subcontractor.  Nothing in this Agreement shall create any contractual relationship between Company and such assignee or subcontractor, nor shall it create any obligation on the part of Company to pay or see to the payment of any monies due to any such assignee or subcontractor, other than as is required by law.  Company shall not be restricted from assigning this Agreement.  In addition, Company’s affiliates may rely on the Services provided and work product created under this Agreement. 

9. TIME DEVOTED TO WORK

In the performance of the Services, the aforesaid Services and the hours Consultant is to work on any given day will be entirely within Consultant’s control and Company will rely upon Consultant to put in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract.  Consultant will perform the Services in a timely, professional, and workmanlike manner, with the degree of skill and diligence normally practiced by professionals in the industry performing the same or similar services.  The manner and means by which Consultant chooses to complete the Services are in Consultant’s sole and absolute discretion and control.

10. Confidential Information

  1. Either party may disclose (“Disclosing Party”) its Confidential Information, defined below, to the other party (“Receiving Party”) under this Agreement.  “Confidential Information” means information relating to the Disclosing Party’s business (including, without limitation, ideas, designs, inventions, research, development, trade secrets, and other technical, business, financial, customer and product development plans, forecasts, strategies and information). 
  • The Receiving Party agrees:
    • (i) to hold the Disclosing Party’s Confidential Information in strict confidence,
    • (ii) not to disclose such Confidential Information or any information derived thereof to any third parties,
    • (iii) not to use any Confidential Information for any purpose except for performance of the Services under this Agreement, and
    • (iv) not to copy or reverse engineer any such Confidential Information.  Each party may disclose the other party’s Confidential Information to its responsible employees, officers, directors, affiliates, subcontractors, and advisors with a bona fide need to know and who are bound to confidentiality obligations that protect Confidential Information to at least the same extent as the terms of this Agreement (“Authorized Representatives”), but only to the extent necessary to carry out the Services.  Receiving Party agrees to instruct all such Authorized Representatives not to disclose such Confidential Information to third parties, including contractors, without the prior written permission of the Disclosing Party.  The standard of care to be exercised by the Receiving Party to meet the obligations set forth in this Section 10 shall be the standard exercised by the Receiving Party with respect to its own confidential and proprietary information of a similar nature, but in no event less than reasonable due care.  Receiving Party will be responsible for any acts or omissions of its Authorized Representatives that, if made by the Receiving Party, would constitute a breach of this Section 10. 
  • Confidential Information will not include information which Receiving Party can document:
    • (i) is now, or hereafter becomes, through no improper action or failure to act on the part of the Receiving Party or its Authorized Representative, generally known or available to the public;
    • (ii) was in the possession of or known by the Receiving Party before receiving such information from the Disclosing Party and without restriction as to use or disclosure;
    • (iii) is hereafter rightfully furnished to the Receiving Party by a third party, without restriction as to use or disclosure;(iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party;
    • (v) is disclosed with the prior written consent of the Disclosing Party, but solely to the extent of such authorized disclosure.
  • The Receiving Party agrees that all Confidential Information shall be deemed to be and shall be treated as the sole and exclusive property of the Disclosing Party.  Nothing in this Agreement shall be construed as granting any rights under any patent, copyright, or other intellectual property right of Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to Disclosing Party’s Confidential Information other than the right to review such Confidential Information solely for the purpose of the Services. 
  • Upon termination of this Agreement or earlier as requested by Company, the Receiving Party shall immediately deliver to the Disclosing Party all notes, notebooks, reports, searches, drawings, memoranda, specifications, devices, formulas, documents, and all other materials (including all copies of such materials), relating to such Confidential Information which are in the possession or under the control of the Receiving Party.
  • This Section 10 applies only to disclosures made by the Parties to each other during the term of this Agreement.  Notwithstanding the earlier termination of this Agreement, the Receiving Party’s obligations under this Section 10 with regard to Confidential Information shall continue for a period of five (5) years from the date of final disclosure.
  • The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations under this Section 10, which breach may result in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law. 

11. Status of Consultant

  1. Consultant is an independent contractor and is not or shall not be deemed to be employed by Company.  Nothing in this Agreement creates a partnership, agency, joint venture, employment or other similar relationship.  Consultant is not the agent of Company and is not authorized to make any representation, or enter into any contract or commitment on behalf of Company unless specifically requested and authorized in writing to do so by Company. 
  • Company is hereby contracting with Consultant for the Services described in the relevant Work Order and Consultant reserves the right to determine the method, manner and means by which the Services will be performed.  In completing the Services, Consultant agrees to provide its own equipment, tools, software and any other equipment (the “Equipment”) reasonably needed in order to complete the Services, at Consultant’s sole expense, provided however, that Company may elect, at its sole discretion, to provide Consultant with any such Equipment it determines to be in the best interest of the Company for Consultant to use in performing the Services. Any such Equipment provided by Company shall at all times remain the Company’s property and shall be returned to Company. Consultant understands and acknowledges that such Company-provided Equipment, by virtue of how it has been configured for Company’s specific and unique needs, is critical infrastructure for the Company and Consultant hereby agrees to treat such Company-provided Equipment with the utmost care to (i) ensure all materials stored on such Equipment remain confidential, and (ii) employ reasonable safeguards to protect data from breaches, data loss and other risks. Consultant agrees to utilize the same standard of care in protecting its own Equipment, in order to protect Confidential Information that may be stored on Consultant’s Equipment. Should Company permit Consultant to use any Company-provided Equipment or facilities during the term of this Agreement, such permission shall be gratuitous and Consultant shall be responsible for any injury to any person or damage to property (including Company property) arising out of use of such Equipment or facilities, whether or not such claim is based upon its condition or on the alleged negligence of Company in permitting its use.   
  • Company shall not provide any insurance coverage of any kind for Consultant, and Company will not withhold any amount that would normally be withheld from an employee’s pay.  Consultant will be solely responsible for all tax returns and payments required to be filed with any federal, state or local tax authority with respect to Consultant’s performance of Services and receipt of fees under this Agreement.

12. Use of Work Product

All of the correspondence, written materials, applications, spreadsheets, specifications, reports, studies, plans, prints, test data, and other work product required by or produced by Consultant in the course of performing its Services are “works for hire” and not “instruments of service” and as such shall be and remain, to the extent Consultant has been paid all amounts due hereunder with respect thereto, together with all copyright and patent privileges, the property of Company.

13. EnforceabILITY

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Consultant against the Company whether predicated on this Agreement or otherwise.

14. Representations and Warranties

Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant’s undertaking this relationship with the Company, (ii) that the performance of the Services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity, (iv) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement, and (v) Consultant is duly licensed, if applicable, and has the qualifications, the experience, and the ability to properly perform the Services.

15. Use of Name, Logo, and Experience.  

By entering into this Agreement, Company consents to Consultant’s use of Company’s tradename, trademark, service mark, or design mark in connection with Consultant’s marketing and/or promotional materials shared with the public in any medium. Customer may provide written notice to the Consultant to remove its consent at any time. Consultant will procure Company’s consent prior to any publication regarding Company’s use-case of Consultant’s services. 

16. Complete Agreement

This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Company acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

17. Indemnification

Consultant shall indemnify, defend and hold harmless Company from and against any and all third party claims, suits, actions, demands and proceedings against Company and all related losses, costs and liabilities arising out of or related to any bad faith, negligence or willful misconduct by Consultant in connection with the Services rendered by Consultant to Company.  Company shall indemnify, defend and hold harmless Consultant from and against any and all third party claims, suits, actions, demands and proceedings against Consultant and all related losses, costs and liabilities arising out of or related to any bad faith, negligence or intentional misconduct by Company in connection with this Agreement.

18. LIMIT OF LIABILITY

Company agrees that Consultant shall not be liable to Company for any claims, liabilities, or expenses relating to this Agreement for an aggregate amount in excess of the fees payable by Company to Consultant pursuant to this Agreement, except to the extent resulting from the bad faith, negligence, or intentional misconduct of Consultant.  Neither Party shall be liable for consequential damages, including lost profits or business interruption damages.

19. Applicable Law

This Agreement shall be construed in accordance with the laws of the State of Florida without regard to the conflicts of law provisions thereof.

20. Severability

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or void, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

21. Scope of Agreement

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

22. Non-Poaching and Direct Hiring Restriction


The Company agrees that, during the term of this Agreement and for a period of 12 months thereafter, it shall not directly or indirectly employ, engage, or contract with any employees of The Consultant who were deployed under this Agreement, nor shall it allow such employees to join independently, without prior written consent from The Consultant.

23. Notices

All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Consultant at the address below or the Company at the addresses below.  Notices may be sent via email and shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

Katpro Technologies Inc

410 Ware Blvd, Ste 829 Tampa FL 33619

[email protected]

Notice of change of address shall be effective only when done in accordance with this Section.

24. WAIVER

A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement.