Advisory Services Agreement

Advisory Services Agreement

This Advisory Services Agreement ("Agreement") is made and entered into as of by and between Client Name: and Advisor Name: . The parties agree as follows.

RECITALS

WHEREAS, Client desires to retain Advisor to provide advisory services relating to Client's business operations, strategy, and other matters as set forth herein; and

WHEREAS, Advisor has the experience and expertise to provide such advisory services and is willing to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. SCOPE OF WORK

Advisor shall provide advisory services as described below. Advisor shall perform the services with professional skill and care, in a timely manner, and in accordance with industry standards.

2. TERM

This Agreement shall commence on Start Date: and shall continue in full force until End Date: unless earlier terminated in accordance with Section 6 below.

This Agreement will automatically terminate at the End Date stated above unless the parties execute a written extension. Any renewal or extension shall be evidenced by written amendment signed by both parties.

3. PAYMENT TERMS

Any amounts not paid within days of the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees.

4. EXPENSES

Advisor shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performing services under this Agreement upon submission of receipts. Maximum reimbursable single-item amount without prior approval: $.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether in written, oral, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential. Advisor shall hold Confidential Information in strict confidence and shall not disclose such information to any third party except to employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes generally known to the public other than through breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice to the disclosing party and cooperates to seek a protective order or other appropriate remedy.

6. TERMINATION

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breach remains uncured for days after written notice specifying the breach.

Upon termination, Client shall pay Advisor for all services performed and approved expenses incurred through the effective date of termination. Sections relating to confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

8. INDEPENDENT CONTRACTOR

Advisor is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, partnership or joint venture relationship between the parties. Advisor is solely responsible for all taxes and withholdings arising from compensation paid under this Agreement.

9. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of the Client's principal place of business, unless the parties agree otherwise in writing.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

11. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Advisor may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets so long as the assignee assumes Advisor's obligations hereunder.

12. NOTICES

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices are effective upon personal delivery, three days after deposit with a nationally recognized overnight courier, or five days after mailing by certified mail.

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

The parties acknowledge that they have read and understand this Agreement, have the authority to enter into it, and accept its terms.

Sign Now