Railraod Track Saftey Inspections

Track Inspection
Consulting Service Agreement

For the purpose of this agreement AllenRailroad.Com will be referred to as “Consultant” and _____________ will be referred to as “Railroad

1. Applicable Law and Arbitration Any controversy or claim arising out of or relating to this Agreement or the breach of it shall be settled by arbitration to be held in Stanton, Kentucky, in accordance with the Commercial Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The laws of the State of Kentucky will govern this Agreement. Pending the resolution of any dispute, the Consultant shall proceed as directed by Railroad in writing.

2. Assignment This Agreement is for track inspection consulting services and shall not be transferred or assigned by the Consultant without prior written consent of Railroad. The purpose of this agreement is to provide consulting services per track inspection form filled out on ________

3. Confidential Matters and Proprietary Information The Consultant shall keep in strictest confidence all information relating to this Agreement or which may be acquired in connection with or as a result of this Agreement. During the term of this Agreement and at any time after that, without the prior written consent of Railroad, the Consultant shall not publish, communicate, divulge, disclose or use any of the information, which has been designated by Railroad as proprietary or which from the surrounding circumstances in good conscience, ought to be treated as proprietary. Upon termination or expiration of this Agreement, Consultant shall deliver all records, data, information, and other documents and all copies to Railroad and such shall remain the property of Railroad.

4. General Relationship In all matters relating to this Agreement, the Consultant shall be acting as an independent contractor. Neither the Consultant nor employees of the Consultant, if any, are employees of Railroad under the meaning or application of any Federal or State Unemployment or Insurance Laws or Worker's Compensation Laws, or otherwise. The Consultant shall assume all liabilities or obligations imposed by any one or more of those laws with respect to employees of the Consultant, if any, in the performance of this Agreement. The Consultant shall not have any authority to assume or create any obligation, express or implied, on behalf of Railroad and the Consultant shall have no authority to represent itself as an agent, employee, or in any other capacity of Railroad.

5. Independent Contractors and Employees of Consultant The Consultant shall not utilize any entities, persons or employees on the work to be performed unless the entities, persons or employees have executed an agreement under which they are bound by the terms of this agreement.

6. No assertion of Rights by Consultant or Others During and after the term of this Agreement, Consultant shall not assert or permit any other party to assert against Railroad, its subsidiaries, vendors and customers, mediate and immediate, any patent or other rights with respect to which Consultant has the right to assert or license at the termination or expiration of this Agreement because of the practice of any process or the manufacture, use or sale of any product arising out of the subject matter of this Agreement.

7. Notices Any notice required to be given shall be deemed to have been sufficiently given either when served personally or when sent by first class mail addressed to the Parties at the addresses set forth in this Agreement.

8. Reports The Consultant, when directed, shall provide written reports with respect to the services rendered.

9. Strict Loyalty The Consultant and its employees shall avoid all circumstances and actions which would place the Consultant in a position of divided loyalty with respect to the obligations undertaken under this Agreement.

10. Superseding Effect This Agreement supersedes all prior oral or written agreements, if any, between the parties, and constitutes the entire agreement between the parties.

11 Terminations Railroad reserves the right to terminate this Agreement upon five (5) days prior written notice to the Consultant. If this Agreement is terminated, Railroad shall be liable only for the payment of services performed and approved travel prior to the effective date of termination.

12 Title to Information All information, developed under this Agreement, of whatever type relating to the work performed under this Agreement shall be the exclusive property of Railroad. All information, instruments and paper work purchased or assembled by Consultant pursuant to this Agreement and paid for by Railroad shall be the exclusive property of Railroad. Upon termination of this Agreement, Consultant shall dispose of such items as directed by Railroad.

13 Duration of agreement This agreement expires 90 days from the time it is signed unless otherwise continued, to complete normal administrative delays.

14 Considerations and Payment A payment of $_______ for services as described in 2 Assignment is required upon agreement.

These fees include, but not limited to all limited research fees, travel expense for Allen Railroad Consulting, office expense including phone, printing and all other charges related to Consultant’s work as described in “2 Assignment.” above.

Dated: _________________________






Print Name
Allen Railroad Consulting
P.O. Box 191        Stanton, KY 40380
Phone: 606-663-4700 Fax: 775-871-4405
E-Mail: info@allenrailroad.com