Business Consulting Document

BUSINESS CONSULTING AGREEMENT

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

RECITALS

WHEREAS, Client desires to retain Consultant to provide professional consulting services relating to business operations, strategy, and related advisory services as more particularly described in this Agreement; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

PARTY CONTACTS

SCOPE OF WORK

Consultant shall provide professional consulting services as described below. Consultant will perform services in a timely, professional manner consistent with industry standards and the needs of Client. Specific tasks, deliverables, milestones, and acceptance criteria are set forth or referenced in this Scope of Work.

PAYMENT TERMS

Client shall pay Consultant the fees and reimburse expenses as follows. All fees are exclusive of applicable taxes unless otherwise stated.

Consultant shall submit invoices to Client. Client shall pay undisputed invoiced amounts within days of receipt. Amounts not paid when due shall incur a late fee of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

Travel and other pre‑approved out‑of‑pocket expenses reasonably incurred by Consultant in connection with performance shall be reimbursed by Client upon submission of receipts. Consultant is responsible for all employment taxes and similar obligations for Consultant’s personnel unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Consultant for all services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, ownership of deliverables, indemnification, and limitation of liability shall survive termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that, by its nature, ought reasonably to be considered confidential. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as authorized in writing, and (iii) use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

The obligations of confidentiality shall continue for years from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Consultant agrees that, subject to Client’s payment in full of fees due hereunder, all right, title and interest in and to deliverables specifically prepared for Client (the Deliverables) shall be assigned to Client. Consultant retains ownership of Consultant's pre‑existing intellectual property and general know‑how, including methodologies, templates, and tools (Consultant Materials), which are licensed to Client on a nonexclusive, nontransferable, royalty‑free basis for Client’s internal use only.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising under or related to this Agreement shall not exceed the total amount of fees paid by Client to Consultant under this Agreement during the twelve (12) month period preceding the claim. In no event shall either party be liable for special, incidental, consequential, punitive or exemplary damages, including lost profits, even if advised of the possibility of such damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties will attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration or in courts of competent jurisdiction as elected by the non‑breaching party (choose approach via written amendment).

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties represent and warrant that they have the authority to enter into this Agreement and to perform their obligations hereunder. Notices under this Agreement shall be in writing and delivered to the addresses provided in the Party Contacts section.

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