Business CE Template

Business Consulting Engagement Agreement (Business CE Template)

This Business Consulting Engagement Agreement ("Agreement") is entered into as of by and between Client Name: and Consultant Name: .

Client Address:

Consultant Address:

WHEREAS

WHEREAS, Client operates a business requiring professional advisory and implementation services relating to business operations, strategy, and process improvement; and

WHEREAS, Consultant has represented that it possesses the necessary expertise, qualifications, personnel, and resources to provide such services to Client; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will provide consulting services to Client.

1. SCOPE OF WORK

Consultant shall perform the services described below. The services will be performed in a professional manner consistent with industry standards and as further defined in any written statements of work executed under this Agreement.

2. PAYMENT TERMS

As consideration for the services rendered under this Agreement, Client agrees to pay Consultant the fees and expenses set forth below. Fees do not include applicable taxes unless otherwise stated.

Invoices shall be payable within days of receipt unless otherwise agreed in writing. Past due amounts shall accrue interest at the rate of % per month (or the maximum permitted by law), plus reasonable collection costs.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. In the event of termination, Client shall pay Consultant for services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments properly incurred by Consultant.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) use Confidential Information solely for the purpose of performing under this Agreement, (b) limit disclosure to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to third parties without prior written consent of the Disclosing Party. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party, (iii) is rightfully received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or certify destruction of Confidential Information. Initials acknowledging this confidentiality provision:

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, subject to Client's payment in full. Consultant retains ownership of Consultant's pre-existing materials, methodologies, tools, and general know-how used or adapted in performing the services; Client receives only a license to use such materials to the extent incorporated into the deliverables.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid to Consultant under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive, or special damages.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

8. ENTIRE AGREEMENT

This Agreement, including any written statements of work or schedules incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

9. MISCELLANEOUS

Notices required or permitted under this Agreement shall be given in writing to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to an affiliate or in connection with a sale of substantially all of its assets.

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