Business Consulting Service

BUSINESS CONSULTING SERVICES AGREEMENT

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

RECITALS

WHEREAS, Client seeks assistance with business strategy, operations, and/or implementation of specified projects to improve Client's commercial performance; and

WHEREAS, Consultant represents that Consultant has the expertise and resources necessary to provide the consulting services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of services and payment therefor.

SCOPE OF WORK

Consultant shall perform the consulting services and deliverables described below. The scope may include strategic planning, market analysis, operational recommendations, project management, training, and other advisory tasks as agreed in writing.

PAYMENT TERMS

Client shall pay Consultant the fees set forth below in consideration for the Services. All amounts are in U.S. dollars and exclusive of any applicable sales, use or similar taxes unless otherwise stated.

Late payments shall accrue interest at a rate of % per month (or the maximum lawful rate if lower), calculated daily from the due date until paid.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Consultant shall deliver all completed work and any interim deliverables for which Client has paid; Client shall pay Consultant for all Services performed through the effective date of termination and for any non-cancellable commitments incurred.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or, by its nature, should reasonably be considered confidential. Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use it solely for the purposes of performing the Services, and (c) not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in the Receiving Party's possession prior to disclosure without an obligation of confidentiality; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Consultant retains ownership of Consultant's pre-existing methodologies, tools, templates, and intellectual property. Client shall own all deliverables specifically prepared for Client and paid for in full under this Agreement. To the extent necessary, Consultant hereby assigns to Client all right, title and interest in such deliverables. Consultant may retain copies of deliverables for its records and for permitted use in professional portfolios, provided such copies do not disclose Client's Confidential Information.

INDEPENDENT CONTRACTOR; COMPLIANCE

Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Consultant is responsible for all taxes and benefits applicable to Consultant and Consultant's personnel. Each party shall comply with all applicable laws in performing its obligations under this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligent acts, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. CONSULTANT'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the parties cannot resolve a dispute within forty-five (45) days, the dispute may be submitted to mediation or other non-binding dispute resolution prior to any court action.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

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