CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") dated this 15th day of

October, 2014
BETWEEN
_________________________ of ______________________________,
______________________________, New York
(the "Customer")
- AND -
Exceptionalities Incorporated of 14 Equinox Ct 1A, Delmar, New York
(the "Consultant").
BACKGROUND:
A. The Customer is of the opinion that the Consultant has the necessary
qualifications, experience and abilities to provide services to the Customer.
B. The Consultant is agreeable to providing such services to the Customer on the
terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration
is hereby acknowledged, the Customer and the Consultant (individually the "Party" and
collectively the "Parties" to this Agreement) agree as follows:
1. Services Provided
1. The Customer hereby agrees to engage the Consultant to provide the Customer
with services (the "Services") consisting of:
IEP Advocacy / Behavior Plan Meeting : Includes initial consultation,
reviewing relevant documents, research needed, discussion with family about
goals, and attending meeting, up to 7 hours. $500, plus mileage
Special Education Consultation: Includes reviewing relevant documents,
research needed and assistance with family in preparing for IEP or other related
meetings. Advocate does not attend meeting. Up to 2 hours. $200, plus mileage
Disciplinary Hearing Advocacy (Expulsion Hearing, MDR, etc.): Includes
reviewing relevant documents, research needed, prepping student (and parent) for
testimony at hearing, and advocacy at hearing. Up to 5 hours. $450, plus mileage
Disciplinary Hearing Consultation: Includes reviewing relevant documents,
research needed, prepping student (and parent) for testimony at hearing. Advocate
does not attend meeting. Up to 2 hours. $175, plus mileage
Other consultations, follow up, etc.: $100 per hour, plus mileage
* Please see; 10. Reimbursement of Expenses; for additional information.
2. Term of Agreement
3. The term of this Agreement (the "Term") will begin on the date of this Agreement
and will remain in full force and effect for 6 months, subject to earlier termination
as provided in this Agreement. The Term of this Agreement may be extended by
mutual written agreement of the Parties.
4. In the event that either Party wishes to terminate this Agreement, that Party will
be required to provide thirty (30) days notice to the other Party.
5. Performance
5. The Parties agree to do everything necessary to ensure that the terms of this
Agreement take effect.
6. Currency
6. Except as otherwise provided in this Agreement, all monetary amounts referred to
in this Agreement are in USD (US Dollars).
7. Compensation
7. For the services rendered by the Consultant as required by this Agreement, the
Customer will provide compensation (the "Compensation") as described above.
8. The Compensation will be payable, while this Agreement is in force, according to
the following payment terms:
o A deposit of $500 is required at the beginning of the contract term, which
will be applied to services rendered. Additional service expenses will be
billed monthly with payments due by the 10th day of the following month.
1. Provision of Extras
9. The Customer agrees to provide, for the use of the Consultant in providing the
Services, the following extras:
o Customer will be responsible for providing all relevant and supporting
documentation required for accurate and appropriate representation on
behalf of customer. (IEPs, 504 plans, Medical, Psychological, Psychiatric,
Therapeutic and Educational documentation and evaluation results,
academic records, suspension records, etc.).
1. Reimbursement of Expenses
10. In connection with providing the Services hereunder, the Consultant will only be
reimbursed for the following:
o Services requiring travel greater than 15 miles from business address and
travel utilizing tolls will be assessed at actual cost of tolls and travel
mileage at a rate of $0.50 a mile, round trip. Mileage calculations will be
conducted using www.mapquest.com. Additional commuting expenses
will be applied at actual cost when applicable, ex., parking costs in urban
areas. Receipts will be provided.
11. The Consultant will furnish statements and vouchers to the Customer for all such
expenses.
12. Payment Penalties
12. In the event that the Customer does not comply with the rates, amounts, or
payment dates provided in this Agreement, a late payment penalty will be charged
as follows:
o A 10% fee will be applied to late payments received within the billing
month.
Returned Checks will be assessed a $35 fee and relevant late fee. Cash or
Credit will be required to replace returned checks and for all additional
payments.
1. Confidentiality
13. Confidential information (the "Confidential Information") refers to any data or
information relating to the Customer, whether business or personal, which would
reasonably be considered to be private or proprietary to the Customer and that is
not generally known and where the release of that Confidential Information could
reasonably be expected to cause harm to the Customer.
14. The Consultant agrees that they will not disclose, divulge, reveal, report or use,
for any purpose, any Confidential Information which the Consultant has obtained,
except as authorized by the Customer. This obligation will survive indefinitely
upon termination of this Agreement.
15. All written and oral information and materials disclosed or provided by the
Customer to the Consultant under this Agreement is Confidential Information
regardless of whether it was provided before or after the date of this Agreement or
how it was provided to the Consultant.
16. Ownership of Materials and Intellectual Property
16. All intellectual property and related materials (the "Intellectual Property")
including any related work in progress that is developed or produced under this
Agreement, will be the property of the Consultant. The Customer is granted a
non-exclusive limited-use license of this Intellectual Property.
17. Title, copyright, intellectual property rights and distribution rights of the
Intellectual Property remain exclusively with the Consultant.
18. Return of Property
18. Upon the expiry or termination of this Agreement, the Consultant will return to
the Customer any property, documentation, records, or Confidential Information
which is the property of the Customer.
19. Capacity/Independent Contractor
19. In providing the Services under this Agreement it is expressly agreed that the
Consultant is acting as an independent contractor and not as an employee. The
Consultant and the Customer acknowledge that this Agreement does not create a
partnership or joint venture between them, and is exclusively a contract for
service.
20. Notice
20. All notices, requests, demands or other communications required or permitted by
the terms of this Agreement will be given in writing and delivered to the Parties
of this Agreement as follows:
a. _________________________
______________________________
______________________________, New York,
_________________________
Fax: (_____) _______-_____________
Email: ______________________________
b. Exceptionalities Incorporated
14 Equinox Ct 1A
Delmar, New York, 12054
Fax: 732-753-5928
Email: DLans@exceptionalinc.com
or to such other address as any Party may from time to time notify the other.
21. Limitation of Liability
21. It is understood and agreed that the Consultant will not be liable to the Customer,
or any agent or associate of the Customer, for any mistake or error in judgment or
for any act or omission done in good faith and believed to be within the scope of
authority conferred or implied by this Agreement.
22. Costs and Legal Expenses
22. In the event that legal action is brought to enforce or interpret any term of this
Agreement, the prevailing Party will be entitled to recover, in addition to any
other damages or award, all reasonable legal costs and fees associated with the
action.
23. Modification of Agreement
23. Any amendment or modification of this Agreement or additional obligation
assumed by either Party in connection with this Agreement will only be binding if
evidenced in writing signed by each Party or an authorized representative of each
Party.
24. Time of the Essence
24. Time is of the essence in this Agreement. No extension or variation of this
Agreement will operate as a waiver of this provision.
25. Assignment
25. The Consultant will not voluntarily or by operation of law assign or otherwise
transfer its obligations under this Agreement without the prior written consent of
the Customer.
26. Entire Agreement
26. It is agreed that there is no representation, warranty, collateral agreement or
condition affecting this Agreement except as expressly provided in this
Agreement.
27. Governing Law
27. It is the intention of the Parties to this Agreement that this Agreement and the
performance under this Agreement, and all suits and special proceedings under this
Agreement, be construed in accordance with and governed, to the exclusion of the
law of any other forum, by the laws of the State of New York, without regard to the
jurisdiction in which any action or special proceeding may be instituted.
29. Severability
30. In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue
to be valid and enforceable with the invalid or unenforceable parts severed from
the remainder of this Agreement.
31. Waiver
31. The waiver by either Party of a breach, default, delay or omission of any of the
provisions of this Agreement by the other Party will not be construed as a waiver
of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and
seal on this 15th day of October, 2014.

_____________________________

_________________________
(Customer)

Exceptionalities Incorporated (Consultant)


Per:_________________________
(SEAL)