Sample Consulting Agreement Form - Iowa State University
File C5-84Page 4
ARTICLE 6
RIGHTS AND DATA
All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted
to the Company by Consultant in connection with the services rendered under this Agreement shall belong ex-
clusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the ex-
tent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby
assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company
shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration,
and any other registrations and similar protection which may be available in the Deliverable Items. Consultant
agrees to give the Company or its designees all assistance reasonably required to perfect such rights.
ARTICLE 7
CONFLICT OF INTEREST AND NON-SOLICITATION
7.1 Confl ict of Interest. Consultant covenants and agrees not to consult or provide any services in any
manner or capacity to a direct competitor of the Company during the duration of this Agreement unless ex-
press written authorization to do so is given by the Company’s President. A direct competitor of the Company
for purposes of this Agreement is defi ned as any individual, partnership, corporation, and/or other business
entity that engages in the business of [defi ne business – substantially similar to what is provided at Section
1.1] within _____ miles of the [facility, headquarters, etc.].
7.2 Non-Solicitation. Consultant covenants and agrees that during the term of this Agreement, Consultant
will not, directly or indirectly, through an existing corporation, unincorporated business, affi liated party, suc-
cessor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising,
or any other basis, other than on behalf of the Company any employee or independent contractor employed by
the Company while Consultant is performing services for the Company.
ARTICLE 8
RIGHT TO INJUNCTIVE RELIEF
Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to
protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly re-
strictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this Agree-
ment will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is
inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but
not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or
agreement between the parties. Consultant acknowledges that an award of damages to the Company does not
preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of
relief and are not to be considered as alternative remedies.
ARTICLE 9
GENERAL PROVISIONS
9.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of
competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the
remaining provisions.
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