Business Consult Proposal

BUSINESS CONSULT PROPOSAL

Parties and Recitals

This Proposal and Consulting Agreement (the Agreement) is entered into effective as of by and between Client Name: and Consultant Name: .

WHEREAS, Client desires to engage Consultant to provide business consulting services described herein; and

WHEREAS, Consultant represents that Consultant has the experience and ability to perform such services and agrees to provide consulting services to Client under the terms and conditions set forth in this Agreement.

Scope of Work

Payment Terms

Invoices are due within days of receipt. Late payments shall incur interest at the rate of on the outstanding balance, or the maximum allowed by law, whichever is lower.

Term and Termination

This engagement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Termination for cause may be immediate if the non‑breaching party gives written notice describing the breach and the breach remains uncured for ten (10) days.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non‑public business, technical or financial information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents with a need to know who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations do not apply to information that: (i) is or becomes publicly available other than by breach; (ii) is already known by the receiving party without restriction; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property and Deliverables

Subject to Client's payment of all fees due, Consultant grants to Client a nonexclusive, nontransferable right to use the final deliverables specified in this Agreement for Client's internal business purposes. Consultant retains all intellectual property rights in methodologies, tools, templates, know‑how and other materials created or used by Consultant in performing the services, provided that Consultant will not assert rights in Client‑specific deliverables necessary for Client's internal use unless otherwise agreed in writing.

Representations, Warranties and Indemnification

Each party represents that it has the authority to enter into this Agreement. CONSULTANT WARRANTS THAT SERVICES WILL BE PERFORMED WITH REASONABLE SKILL AND CARE. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES. Client shall indemnify, defend and hold harmless Consultant from claims arising from Client's use of deliverables in a manner inconsistent with this Agreement or applicable law; Consultant shall indemnify Client for Consultant's grossly negligent or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the rules mutually agreed by the parties.

Entire Agreement; Amendments

This Agreement, including any attachments and accepted proposal documents incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by both parties.

Notices

Acceptance

By signing below, the parties acknowledge and agree that they have read, understood, and agreed to be bound by the terms of this Agreement and that the Consultant is authorized to commence work as described in the Scope of Work upon Client's execution or as otherwise set forth in the Payment Schedule.

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