Business Consulting BC App

BUSINESS CONSULTING BC APP

This Business Consulting Agreement (the Agreement) is made and entered into on Effective Date: by and between Client Name: with Address: , and Consultant Name: with Address: .

RECITALS

WHEREAS, Client desires to engage Consultant to provide business consulting services to analyze, advise, and assist with strategic planning, operations, and implementation initiatives as set forth in this Agreement; and

WHEREAS, Consultant has the professional experience and capability to provide such services and is willing to provide those services to Client under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Consultant shall provide the services described above in a professional and workmanlike manner consistent with industry standards. Consultant will assign qualified personnel and shall be responsible for the supervision and performance of all work.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Consultant within days of invoice. Invoices shall itemize services rendered and applicable expenses.

All payments are non-refundable. Client shall reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with provision of services.

TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by providing the other party written notice in accordance with the notice period above. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Except as required by law, each party shall (i) use Confidential Information solely for performance under this Agreement, (ii) restrict disclosure to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential obligations survive termination for a period of unless a longer period is required to protect trade secrets or other information under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Consultant grants to Client a nonexclusive, nontransferable license to use work product delivered under this Agreement for Client's internal business purposes. Consultant retains ownership of pre-existing intellectual property and general know-how. To the extent any deliverables incorporate Consultant's pre-existing materials, Consultant grants Client a perpetual, worldwide license to use such materials solely as part of the deliverables.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Relationship of the Parties: Consultant is an independent contractor and nothing in this Agreement creates an employment, joint venture, or agency relationship. Consultant is responsible for all taxes and withholdings relating to compensation paid hereunder.

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

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