Business Consulting Template

Business Consulting Agreement

This Business Consulting Agreement (the Agreement) is entered into as of by and between:

Client Name:    Address:

Consultant Name:    Address:

Recitals

WHEREAS, Client desires to obtain consulting services related to business strategy, operations, or related matters as described herein; and

WHEREAS, Consultant represents that Consultant has the experience, expertise and capacity to provide the consulting services and is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be performed.

Scope of Work

Consultant will provide the services described above and any mutually agreed written deliverables. Consultant will perform services as an independent contractor and will determine the method, details and means of performing the services, subject to the requirements of this Agreement.

Payment Terms

Unless otherwise agreed in writing, Client shall pay Consultant the Total Fee in accordance with the Payment Schedule above. Consultant shall invoice Client in accordance with the Payment Schedule. Payments are due within days of receipt of invoice.

Late payments shall accrue interest at the lesser of (a) percent per month or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorney fees incurred to obtain overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon 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 thirty (30) days after receipt of written notice.

Upon termination, Client will pay Consultant for all services rendered and reimbursable expenses incurred through the effective date of termination. Consultant will deliver any work in progress to Client and such delivery will be subject to payment as set forth in this Agreement.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either 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, including business plans, financial information, client lists, methodologies, and trade secrets.

Obligations: The receiving party shall (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for the purpose of performing this Agreement; and (c) not disclose Confidential Information 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 in this Agreement.

Exceptions: 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 rightfully known by the receiving party prior to disclosure; (iii) becomes rightfully available to the receiving party from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Injunctive Relief: The parties agree that breach of this section would cause irreparable harm for which monetary damages are inadequate and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Consultant retains ownership of pre-existing intellectual property and methodologies. All deliverables created solely under this Agreement shall be deemed "work made for hire" and ownership will vest in Client upon full payment; to the extent ownership cannot be assigned by operation of law, Consultant hereby assigns and agrees to assign all right, title and interest in such deliverables to Client upon receipt of full payment.

Independent Contractor; Compliance

Consultant is an independent contractor and not an employee of Client. Consultant shall be solely responsible for all taxes, withholdings and other statutory obligations related to compensation paid to Consultant. Consultant shall comply with all applicable laws, rules and regulations in performing services.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation before initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction and venue of the courts located in the chosen state.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

Entire Agreement; Amendment

This Agreement, together with any exhibits or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties.

Notices

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

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Waiver: The failure to enforce any right shall not operate as a waiver of that right.

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