Business Consultation Order

Business Consultation Order

Parties

Client Name:

Consultant Name:

Recitals

WHEREAS, Client desires to retain Consultant to provide professional business consultation services described herein, and Consultant represents that Consultant has the qualifications, experience and ability to provide such services in accordance with the terms of this Order; and

WHEREAS, the parties desire to set forth the terms and conditions under which Consultant will perform the services and Client will compensate Consultant; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

Scope of Work

Payment Terms

Consulting Fee (Total):

Payment Schedule:

Method of Payment:

Late Fee: If any undisputed payment is not received within days after the due date, Client shall pay interest at on the overdue amount until paid.

Expenses

Reimbursable Expenses: Consultant shall be reimbursed for reasonable and pre-approved out-of-pocket expenses incurred in connection with performance. Estimated expenses not to exceed without Client's prior written approval.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Order for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice describing the breach.

Upon termination, Client shall pay Consultant for all services performed and approved expenses incurred through the effective date of termination, together with any reasonable wind-down costs incurred by Consultant.

Confidentiality

For the purposes of this Order, "Confidential Information" means non-public business, financial, technical, or other information disclosed by one party to the other, whether in writing, orally, or by inspection. The receiving party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted below; and (c) use it solely to perform obligations under this Order. Confidential Information does not include information that is or becomes generally available to the public without breach of this Order, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction.

The receiving party may disclose Confidential Information to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Order. Upon termination or request, all Confidential Information and copies shall be returned or destroyed, and upon request, receiving party shall certify destruction.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Consultant retains ownership of its pre-existing intellectual property and tools. Client shall receive a non-exclusive, non-transferable license to use deliverables provided under this Order solely for Client's internal business purposes upon full payment of all amounts due. Any transfer of intellectual property rights shall be set forth in a separate written agreement signed by both parties.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Order. Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF CONSULTANT UNDER THIS ORDER SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS ORDER.

Compliance and Independent Contractor

Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant shall comply with all applicable laws in performing services and shall be responsible for all taxes and withholdings relating to Consultant's employees or subcontractors.

Governing Law and Dispute Resolution

This Order shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law provisions. The parties agree to attempt to resolve disputes in good faith and to submit unresolved disputes to binding arbitration in the governing state unless otherwise mutually agreed in writing.

Entire Agreement and Amendments

This Order, together with any attachments and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, two days after deposit with a nationally recognized overnight courier, or five days after deposit in the mail by certified mail, return receipt requested.

Acknowledgement

By signing below, each party acknowledges that it has read, understands, and agrees to be bound by the terms of this Business Consultation Order.

Sign Now