Business Consultation Template

Business Consultation Agreement

This Business Consultation Agreement (the "Agreement") is entered into as of between Client Name: , with primary address: , and Consultant Name: , with primary address: .

RECITALS

WHEREAS, Client seeks professional business consultation services to evaluate and improve aspects of Client's operations, strategy, or market approach; and

WHEREAS, Consultant has represented that Consultant possesses the requisite expertise, personnel, and resources to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the consultation engagement.

SCOPE OF WORK

Consultant will perform the services described above, including deliverables, milestones, and staff assignments specified in the Scope of Work. Consultant shall use reasonable professional efforts and shall perform services in a timely manner consistent with industry standards.

PAYMENT TERMS

Late payments shall accrue interest at the lesser of one percent (1%) per month or the maximum permitted by law. Client shall reimburse Consultant for pre-approved, documented out-of-pocket expenses incurred in connection with performance of services upon submission of receipts.

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Consultant and Client shall each (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by comparable confidentiality obligations, and (c) use it solely to perform their obligations under this Agreement.

Confidentiality obligations shall survive termination for a period of years, except as required by law or to the extent information is or becomes publicly available other than by a breach of this Agreement.

INTELLECTUAL PROPERTY; DELIVERABLES

Except as expressly agreed in writing, Consultant retains ownership of its pre-existing methodologies, tools, templates, and intellectual property. Upon full payment of fees due for a particular deliverable, Consultant grants Client a non-exclusive, non-transferable license to use that deliverable for Client's internal business purposes. Any customization created specifically for Client shall be owned by , subject to Consultant's retained rights to pre-existing materials.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Each party agrees to indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement or its negligent acts or omissions, subject to the indemnifying party's right to cure.

The aggregate liability of Consultant for any claim arising under this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

INDEPENDENT CONTRACTOR

Consultant is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Consultant is responsible for all taxes and other statutory obligations arising from Consultant's performance of services.

NOTICES

Notices under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation to the notice addresses provided above and shall be effective upon receipt.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

This Agreement, including any exhibits and Scope of Work attached and 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, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of all or substantially all assets, provided the assignee assumes the assigning party's obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Authority: Each party represents and warrants that the individual signing this Agreement on its behalf has the authority to bind that party.

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