Find A Consultant Agreement

Contractual Agreement :

You are under no obligation to Philoptima llc. unless you select and engage one or more of our consultants, researchers, or experts as part of a separate agreement specifically tailored for your project. This "Consulting Participation Agreement" covers the basics of how the search and match process works and what your obligations are if you do accept a consulting proposal from us and it will be adopted as part of your separate agreement, if any.

Using our project description form, you will submit to us an accurate description of your needs for consulting services. You understand and release us to search our database and contacts for consultants, researchers, or experts that appear to match your description and needs.

If we provide you with one or more potential consulting candidates, you agree that Philoptima, llc., will be your sole source for the services of any such candidate we send to you for twelve months from the date we provided the name, resume, or contact information of that candidate(s). You agree and understand that Philoptima, llc., will exclusively invoice you for any consulting services provided by any member of our faculty chosen by you for consulting, research, or expert advice and you agree that no agreement will be made between you and our faculty members unless through Philoptima, llc., for this engagement and for at least one year after our submission of contact information to you.

We reserve the right to reject your proposed consulting project for any reason in our sole discretion. You may not assign or transfer our agreement for our consultants, experts, or researchers to any other person or company. In some instances, you may be asked by Philoptima to agree to some different terms specifically required by the scope and nature of your needs.

This website contains a consulting project submission form to help us guide you as you develop your requirements. You may access and use our consulting search/match process subject to this Agreement and the other terms and conditions of the site. Philoptima will review your completed project description and you agree to make yourself reasonably available to answer questions or to make clarifications.

You agree that we may share the content of each consulting project proposal (the "Proposal") which you submit to Philoptima with any member of our consulting, research, or expert faculty solely within our judgment including but not limited to any work, drafts, ideas, inventions, experiments, discoveries, processes and improvements, computer programs, specifications, operating instructions, notes, and all other documentation (whether or not patentable, published, or recorded) which is created, conceived, or first reduced to practice by you, acting alone or with others, in connection with the development of your consulting project description. You may attach additional material in PDF form. At our option you may be asked to produce all such material related to the development of your project description.

We are under no obligation to forward your project description to our faculty. We will make reasonable efforts to transmit what we consider to be relevant project descriptions to our faculty, however, nothing in this Agreement will be construed to require us to transmit every project description or any or all of related material to our faculty. We may, but are not required to, edit, filter, or review your submission for purposes of drafting and clarity.

By submitting a consulting project description, we agree that we will not use the project description except to search for talent to meet your consulting needs and we will not assign or transfer any rights to a third party for any purpose. You expressly agree that Philoptima will be your sole source for consulting services from any candidate or subject that we provide to you for your consideration.

Your consulting project description may have met the criteria of the form used on this site and yet we may have been unable to successfully match your needs to our team members. You agree to hold us harmless for any delays you may encounter as a result of your submission to our search.

When a member of our faculty accepts your consulting engagement and you pay for those services, we and the members of our faculty agree that you will own all rights, title, and interests in and to the consulting material we provide unless otherwise expressly stated.

You understand and agree that we may release your identity to members of our faculty so that you may continue a dialogue about your specific project.

Payments & Charges for Services : Philoptima will charge you a 10% fee in addition to all professional hourly or job fees charged by our faculty members engaged by you for your project. We charge this fee for our search and matching service, marketing, website, and for monitoring the progress and quality of the services and deliverables by our faculty engaged by you. We also charge our costs to you for supportive and incidental services such as research library access fees, copying costs, postage, etc.

You agree to pay Philoptima in U.S. currency or your local currency equivalent based on the foreign exchange rate in effect on the date of the disbursement all invoices within 45 days of receipt. We will pay the faculty members assigned to your project and you agree that you will not pay any faculty members directly for the term of the engagement and for one year thereafter unless through Philoptima. We are not responsible to make payments to any associates, partners, employees, or other third parties associated with our faculty members without our prior approval.

Warranties & Representations. By using this website(s) and submitting your consulting project description, you have represented and warranted that you have the right to transfer the content of your project description to us and you acknowledge that we may distribute your project description and any related material to our faculty members. If you are an employee or agent of another person or company, you represent that you have the authority to enter into this Agreement on behalf of that person or entity. You also represent that all information provided by you regarding your membership in the Philoptima Faculty or as regards the submission of your Proposal is true, accurate, current, and complete to the best of your knowledge. You have agreed to keep your registration information current and to update our files in order to keep our information about you current and true.

Confidentiality. During the term of this Agreement and at all times thereafter, you agree to not disclose to any third party any confidential information of which you become aware as a result of your use of this site without our express, written authorization. Confidential Information includes all information set forth in the password-protected sections of this website(s) and any content or design elements of this site.

We will be bound to the same level of confidentiality for all material submitted by you unless the material made the basis for a claim of breach was known to us previously, independently created by other members of the Philoptima Faculty with no access to your information, or was known to the public.

Termination. You may terminate this Agreement at any time by notifying us in writing of your decision. All payments, costs, and obligations owed by you to us will become immediately due and payable and you agree to fully compensate Philoptima for any unbilled charges or costs incurred by us for your consulting project up to the date of termination or which come to our attention thereafter. Termination of this Agreement automatically ends your rights and permission to use our website and our employees or faculty. Upon written notice to you, Philoptima may terminate your access to this site and to our research or consulting candidates or consultants and/or to any or all of your work folders or password-protected sections of this site without any prior notice in our sole discretion. We will not be responsible for any damages or consequences arising from our termination of your use of our website or of our consultants. You agree that without regard to any statute or law to the contrary, any claim or cause of action arising out of or related to the use of this website or from this Agreement must be filed in a court of proper jurisdiction within one (1) year after the claim or cause accrues or you will be forever barred.

Limitation of Liability. We do not control and are not responsible for the actions of consultants, experts, researchers, third-party websites linked to ours, visitors to our blog, or other users. We are not responsible for the quality, accuracy, veracity, or legality of the consulting project description you posted through our site and we do not guarantee consulting products for any particular fitness of purpose beyond our best efforts. We do not guarantee that your use of our website or of our matching process will be uninterrupted or error free, nor do we warrant consulting solutions for any particular purpose or that any proposed or suggested impact or outcome will be achieved.

Philoptima, its directors, officers, employees, agents, faculty members nor its licensors shall be liable to you or to any third party for any compensatory, direct or indirect, incidental, special, or consequential damages arising from your access to or use of our website or consulting, research or expert advice. Some states limit or exclude liability for consequential, incidental or special damages and, in such event, our liability is limited to the greatest extent permitted by law. In no event shall our liability under the terms of this Agreement exceed the amount of any consulting fees or incidental costs paid by you to us under the terms of this Agreement. Termination of this Agreement is your sole right and remedy with respect to any dispute with Philoptima.

Dispute Resolution. Any dispute arising between you and Philoptima in connection with this Agreement or this Process shall be conducted in English and resolved in and construed under the laws of the State of Louisiana, USA, without regard to any conflict of law provisions of any jurisdiction. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Louisiana law but if any provisions of this Agreement are held to be prohibited or invalid, such provision will be ineffective only to the extent of such prohibition or invalidity and without affect on the remainder of this Agreement or the terms of our matching or consulting process which shall remain in full force.

General Provisions. We jointly acknowledge and agree that any consultant, expert, or researcher shall be a third-party beneficiary of this Agreement and each of us shall have the right to assert and enforce the provisions of this Agreement directly on our own behalf. Nothing herein shall be construed to establish a joint venture, agency, employment, or other business relationship between you and Philoptima or you and any consultant, expert, or researcher. All researchers, consultants, and experts are independent contractors and not directly under the control or responsibility of Philoptima and shall in all respects be treated as independent contractors and not as employees and as such will be responsible for the tax consequences if any of any payments for services.

Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

By selecting the "Accept & Continue" button at the bottom of this Agreement, you acknowledge that you have read, understood, and intend to be bound by all of the terms, conditions, and notices contained herein. As well as the terms, condition, and notices contained in the Philoptima Terms of Use, Privacy Policy, and Copyright Notices posted in various locations on the website just as if you had signed a paper copy of this Agreement. If you accept, you will be referred to the consulting project description form for completion.

If you do not accept this Agreement, or the referenced policies of this Process, please click "Decline" and you will be returned to the public pages of the Philoptima site.