General Agreement/Memo of Understanding
Between Company of Experts.net (COE.net)
and Experts on Call (EOCs)
Amended 03/14/05
Corporate Structure: Company of Experts.net (COE.net) is a California corporation. The corporate officers, James T. Pulliam, President and Secretary, and Kathy Becker, Vice President and Treasurer, administer the corporation.
COE.net has a varying number of Experts on Call (EOC): consultants, facilitators, keynoters, and trainers who receive clients through their association with COE.net. Under certain conditions, an EOC may choose to contract with a client through COE.net, when that client was not found through COE.net. These conditions are outlined in this General Agreement.
Status of EOC: (1) The EOC is an independent contractor, not an employee of COE.net. (2) The EOC is personally responsible for paying any and all taxes associated with their contract and for paying taxes when due. COE issues 1099’s annually as required by law in the U.S. (3) The EOC is personally responsible for any errors of commission or omission arising from client services she/he provides while under a Specific Agreement with COE. (4) The EOC shall not perform creditable service for State Teachers’ Retirement System (CalSTRS) districts as defined by California Education Code 22119.5 while under a Specific Agreement with COE.net except under specifically-arranged circumstances that meet current legal restrictions.
Professional Fees: Professional fees for an EOC are by Specific Agreement for each client engagement, between COE.net and the EOC. Each EOC sets her/his own rates. COE.net normally adds an administrative overhead of 20 percent to the EOC’s fee. For instance, if the EOC charges COE a rate of $1,000/day, then COE.net charges the client $1,200.00. This covers a variety of corporate costs of doing business, including promotional costs.
Cancellation of Agreement: If the client cancels an agreement with COE.net, for lack of enrollment or other reasons, COE’s Specific Agreement with the EOC is automatically cancelled. COE will make every effort to have the client re-schedule the engagement, rather than cancel it altogether.
Expenses: Travel and other accommodations are arranged directly by the EOC and reimbursed by COE.net at actual costs with receipts, immediately upon client’s payment to COE.net. Normal expenses include: Airfare at lowest possible rate; Mileage at the current IRS rate; Car rental at lowest possible rate; Bridge toll; Parking; Room at lowest possible rate if overnight accommodations are needed; and, if away from home overnight, Food or Per Diem.
EOC Obligation to COE.net: When an EOC is contacted directly by a potential client, he/she is free to take the contract, without obligation to COE.net, unless she/he worked for that client organization through COE.net within one (1) year of the date of the last day of service for that client. In this case, the EOC refers the follow-up client to COE and makes no further contact until COE has an oral or written general contract with the client. The EOC is free to enter into “detailed plans of action” with the client throughout the term of the engagement. If this affects the terms of the initial agreement, the EOC will inform COE.net. After COE.net has an oral or written contract with the client, the EOC is free to make and maintain full contact throughout the length of the contract. A written contract between COE.net and the EOC will follow, unless turnaround time does not allow it.
Direct Contact by Client: When an EOC is contacted directly by a potential client and if she/he elects to bring the contract through COE.net, then all of COE’s resources are available to the EOC, including significant on-line, print and video resources. COE will be glad to discuss the Content and Process resources available in person, by appointment. When the EOC brings in the client directly, COE.net charges the client the profession fee set by the EOC and an administrative overhead of 10 percent. In return, COE.net will handle all of the administrative paperwork (contracting, invoicing, etc.)
EOC Communications with COE.net Clients: While performing services for a COE.net client, or within one (1) year of performing those services, the EOC agrees not to promote his/her own services with that client in any oral and/or written communication.
Expectations of EOC: An EOC is expected to be NICE, an acronym that stands for: Nice; Inclusive and Interactive; Clear; Empathetic, Empathic, Enthusiastic, and Expert.
Feedback: COE.net provides the EOC with a two-page participant Feedback Form to use at the conclusion of each service. The EOC needs to give a copy of the Feedback Form to each participant or recipient of her/his services, collect them before leaving the site, then return the completed and numerically tabulated feedback forms to COE.net for summary in a follow-up letter to client. (Note: for certain services, the wording of the form may be inappropriate; in that case the EOC is free to modify the form to fit the special circumstances. lf the service provided, while maintaining the general format and wording).
Materials: Some COE.net services have standard, pre-developed materials (transparencies, handouts, videos, etc.) that are made available to the EOC for a specific engagement. However, the EOC usually is free to modify copies of the materials or develop her/his own if desired. Materials (one copy of the original to be duplicated by the client for each participant) need to be mailed to the client approximately two weeks prior to the engagement.
Promotion: The EOC will be promoted in a variety of ways through COE. Net’s web site, emails, listservs, newsletters, and other promotional materials, including attendance at state and national conferences. The EOC will make appropriate materials available to COE.net for such promotional purposes (photos, bios/resumes, references/attributed testimonials, workshop descriptions, video clips, etc.)
Generation of Leads: COE.net generates leads primarily through repeat clients, new clients through word-of-mouth, educational and other listservs, and results of pooled promotion efforts.
COE.net also generates leads through pooled promotion efforts: targeted email and web-based calendars, print (e.g., advertisements, media releases, print-based calendars, and articles), conference presentations, partnerships with other state, regional, and national educational organizations, etc.
When a potential client contacts COE.net, one of the officers disseminates information about that lead to all EOCs by email unless that client asks for an EOC by name. In this case, that EOC will be contacted first. If, for any reason, that EOC is unable to take the job, information will be emailed to all EOC’s. In the spirit of full disclosure, it is the past practice that, if either of the two Principles of the firm are able and willing to fill the need of a potential client, they are free to take the job.
COE. net’s web site includes a Master List of services provided by COE.net. The EOC needs to select up to 20 services from the Master List and include them on the bottom of her/his bio. COE.net will list other services on the Master List upon request of the EOC. Clients will use the on search engine on the COE.net website to find appropriate consultants so it is very much in your best interest to include up to 20 services and to keep your bio current.
Attributed Quotes or Testimonials: The EOC is highly encouraged to solicit attributed feedback from all clients. When the EOC provides that information to COE.net, the attributed quotes or testimonials will be posted to the EOC's webpage.
Terms: COE.net reserves the right to change, amend and/or delete this General Agreement/Memo of Understanding at any time and will notify all EOC’s via email of any and all changes. COE.net and any individual EOC may terminate her/his agreement at any time by written notification via email, if no Specific Agreement is currently in place for specific services. If a Specific Agreement is in place, the termination will then be effective the day after the completion of the services as indicated in the Specific Agreement.
Benefits of Being an Expert on Call: (1) Leads; (2) Pooled Promotion; (3) Resources; and (4) Commercial General Liability Insurance. Resources include videos, computer-based PowerPoint and/or Word-based workshops, and an extensive library of print resources. EOCs may utilize these resources with any COE.net client.
Sincerely, |
