Business Consultant Solutions Template

BUSINESS CONSULTANT SOLUTIONS TEMPLATE

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

RECITALS

WHEREAS, Client desires to obtain consulting services to analyze, advise and implement business solutions to improve Client's operations, marketing, technology, or financial performance in accordance with the terms set forth herein; and

WHEREAS, Consultant represents that Consultant possesses the qualifications, experience and abilities to provide such services and is willing to provide such services to Client on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

2. PAYMENT TERMS

Client shall pay Consultant a total fee of $ for the services described in Section 1, subject to the payment schedule below.

Invoices are payable within days of invoice date. Late payments shall incur interest at the rate of , or the maximum rate permitted by law, whichever is less.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective termination date.

Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days after written notice of breach. Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing, trade secrets, technical information and proprietary methodologies.

The Receiving Party shall: (a) maintain the Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not use Confidential Information except to perform its obligations under this Agreement. These obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant retains ownership of Consultant's pre-existing methodologies, tools and templates (Consultant Materials). Client shall own deliverables specifically created for Client and paid in full under this Agreement, subject to Consultant's underlying rights in Consultant Materials and third-party components. Consultant grants Client a perpetual, nonexclusive, worldwide license to use Consultant Materials incorporated in such deliverables solely for Client's internal business purposes.

6. INDEPENDENT CONTRACTOR; COMPLIANCE

Consultant is an independent contractor and not an employee, agent or partner of Client. Consultant shall be solely responsible for all taxes, insurance and benefits related to Consultant’s personnel. Each party shall comply with all applicable laws and regulations in performing its obligations.

7. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF CONSULTANT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. This Agreement may only be amended by a written instrument signed by both parties.

10. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by notice to the other party.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the purposes of this Agreement.

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