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Written Homework #5 |
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Contract Amendment
Background:
- George Smith is a consultant. In an agreement executed by both parties on December 1, 2017 he was retained by Kroger Services Inc. to provide general consulting services.
- For purposes of reference, an unexecuted copy of the agreement is quoted below.
- The current agreement calls for two levels of compensation depending on the nature of the services provided, namely, $70 per hour and $35 per hour (see the exact wording in the quoted contract text below). The parties have verbally agreed to amend the contract language so as to increase the levels of compensation to $100 per hour and $50 per hour respectively. They want a lawyer to prepare a written amendment that will effectute their verbal understanding.
Writing Assignment
- Create a document that will amend the original agreement so as to increase the amount of compensation as indicated above
- Your amendment document should precisely identify the agreement that is being amended (date executed, parties, etc). The amendment document should, with surgical precision, describe the specific changes that are being made. Make sure that there are no ambiguities. There is no reason for this document to be longer than one page (two max).
Here is an unexecuted copy of the original agreement
(For Purposes of Reference Only)
CONSULTANT AGREEMENT
This Agreement is entered into by and between Kroger Services, Inc. ("Corporation") and George Smith ("Consultant").
Now, therefore, the parties hereto agree as follows:
1. RETAINER. The Corporation agrees to retain the services of the Consultant, and the Consultant agrees to serve the Corporation upon the terms and conditions hereinafter set forth.
2. EFFECTIVE DATE. This Agreement shall commence on the date that the last of the two parties has executed this document with their signature below or the signature of a duly authorized agent ("Effective Date"). Either party may terminate this Agreement at any time by providing written notice to the other.
3. DUTIES. During the term of this Agreement the Consultant shall serve the Corporation by performing general consulting duties as may be requested from time to time by the Corporation. All such requests shall be in writing (email is permissible). When making such a request the Corporation shall be specific as to the nature and scope of the task that it wants performed. The Consultant shall seek clarification from the Corporation if any aspect of the request is not clear to him, or, when performing the task, if additional information is needed..
4. TIME REQUIREMENTS. The Consultant shall devote sufficient time to its duties under this Agreement as may be necessary and shall periodically, or at any time upon the request of the Corporation, submit data as requested.
5. COMPENSATION. For services performed pursuant to this Agreement the Corporation shall pay the Consultant at a rate of $70.00 per hour for services performed directly by the Consultant and at a rate of $35.00 per hour for administrative work performed by the Consultant's staff. Amounts owed shall be payable monthly. To obtain a payment, the Consultant must submit an invoice to the Corporation itemizing the work that is being billed for during the time period covered by such invoice. Each invoice must show the dates that the work was performed along with an itemized breakdown of the amount of time that was expended for each separate task. Corporation shall pay Consultant within thirty (30) days after receiving Consultant's invoice.
6. INDEMNIFICATION AND HOLD HARMLESS PROVISION. The Consultant agrees hereby to indemnify and hold harmless the Corporation from any and all claims which may arise out of and in the course of the performance of his duties hereunder which are the result of his negligence or otherwise tortious conduct.. Any and all claims for unemployment benefits and or claims for workers' compensation benefits are hereby expressly waived by Consultant who agrees to maintain separate policies of liability, health, and accident insurance as may be necessary or required by the Corporation in connection with the performance of his duties herein.
7. RELATIONSHIP BETWEEN PARTIES. The Consultant is retained by the Corporation only for the purposes and to the extent set forth in this Agreement, and his relation to the Corporation shall, during the period or periods of his services hereunder, be that of an Independent Contractor. The Corporation may provide for the convenience of the Consultant a desk and telephone at its place of business but the Consultant shall not be required to use them. The Consultant shall have no fix hours of work but shall be expected to complete the tasks assigned by the Corporation. The Corporation shall not supervise the Consultant's work but shall judge that work based on the following factors: accomplishment of the tasks assigned by the Corporation; the quality of the work; and, the meeting of any Corporation imposed time deadlines. The Corporation understands that the Consultant may, from time to time, have additional clients. The Consultant shall be free to dispose of such portion of his entire time, energy, and skill during regular business hours as he is not obligated to devote hereunder to the Corporation in such manner as he sees fit and to such persons, firms, or corporations as he deems advisable. The Consultant shall not be considered as having an employee status nor as being entitled to participate in any plans, arrangements, or distributions by the Corporation pertaining to or in connection with any insurance, unemployment compensation, pension, stock, bonus, profit-sharing, or similar benefits for their regular employees.
8. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Consultant in accordance with his independent and professional judgment.
9. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS Consultant will not at any time, in any fashion, form, or manner, either directly or indirectly divulge, disclose, or communicate to any person, firm, or corporation in any manner whatsoever any information of any kind, nature, or description concerning any matters affecting or relating to the business of Corporation, including, without limitation, the names of any its customers, the prices it obtains or has obtained, or at which it sells or has sold its housing, or any other information concerning the business of Corporation, its manner of operation, or its plans, processes, or other date of any kind, nature, or description without regard to whether any or all of the foregoing matters would be deemed confidential, material, or important. The parties hereby stipulate that, as between them, the foregoing matters are important, material, and confidential, and gravely affect the effective and successful conduct of the business of Corporation, and its good will, and that any breach of the terms of this section is a material breach of this agreement.
10. CONSULTANT'S COMMITMENTS BINDING ON CORPORATION ONLY WHEN PROPERLY AUTHORIZED. Consultant shall not have the right to make any contracts or other commitments for or on behalf of Corporation without the express authorization of the Corporation.
11. CONTRACT TERMS TO BE EXCLUSIVE This written agreement contains the sole and entire agreement between the parties, and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing the execution and delivery hereof except such representations as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into the agreement. The parties further acknowledge that any statements or representations that may have heretofore been made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with his or her or its dealings with the other.
12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver or modification of this agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. The provisions of this paragraph may not be waived except as herein set forth.
13. CONTRACT GOVERNED BY LAW This agreement and performance hereunder shall be construed in accordance with the laws of the State of Florida.
14. BINDING EFFECT OF AGREEMENT This agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns.
15. NOTICES. Any written notices or requests required or permitted to be given under the terms of this Agreement may be sent to the other party by email provided an email address is used that has been successfully used on one or more prior occasions for correspondence between the parties. .
IN WITNESS WHEREOF, the parties hereto agree to the above terms and have caused this Agreement to be executed in their names by their duly authorized officers.
Kroger Services, Inc.
By: _________________________
signature
_________________________
Print name and title
Date: _____________
George Smith
______________________________
signature
Date: _____________