Business Consulting Engagement Letter

Business Consulting Engagement Letter

This Consulting Engagement Letter (the Agreement) is made effective as of by and between Client Name: with principal place of business at and Consultant Name: with principal place of business at .

Recitals

WHEREAS, Client desires to retain Consultant to provide business consulting services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Consultant has represented that Consultant possesses the experience, expertise and personnel necessary to perform such services and is willing to perform such services for Client on the terms set forth herein;

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

Scope of Work

Payment Terms

Client shall pay Consultant for services described in the Scope of Work as follows:

All amounts payable under this Agreement are exclusive of applicable taxes. Consultant shall submit written invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, undisputed invoices shall be paid within days of receipt.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Consultant shall deliver to Client all work in progress and Client shall pay Consultant for all services performed and reasonable non-cancelable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by one party to the other, whether disclosed orally or in writing, and designated as confidential or which reasonably should be understood to be confidential. Consultant shall (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information except to perform under this Agreement; and (iii) not disclose Confidential Information to third parties except as necessary to perform services or as required by law. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving party, is rightfully received from a third party without obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Consultant retains all right, title and interest in methodologies, know-how, templates and other pre-existing intellectual property used in performing the services. Client shall receive a perpetual, non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes upon full payment of fees due for the deliverable. Any third-party materials incorporated into deliverables remain subject to the applicable third-party license terms.

Expenses

Client shall reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of services. Reimbursable expenses shall be invoiced with supporting receipts and paid in accordance with the Payment Terms. Unapproved or personal expenses are not reimbursable.

Independent Contractor; Taxes

Consultant is an independent contractor and is not an employee, agent, partner or joint venturer of Client. Consultant is solely responsible for all taxes, withholdings and other statutory obligations arising from the fees paid to Consultant. Nothing in this Agreement creates an employer-employee relationship, and Consultant is not entitled to Client fringe benefits.

Limitation of Liability; Indemnification

Except for liability arising from gross negligence, willful misconduct, or Consultant's breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. Consultant's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement during the twelve (12) months preceding the claim. Client agrees to indemnify, defend and hold Consultant harmless from and against any losses, liabilities, damages and costs (including reasonable attorneys' fees) arising from Client's misuse of deliverables, breach of this Agreement, or Client-provided materials.

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 laws principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after delivery to a recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all its assets.

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