Business Management Consulting Contract

Business Management Consulting Contract

This Business Management Consulting Contract (the "Agreement") is made and entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client desires to engage Consultant to perform business management consulting services to improve Client's operational efficiency, organizational structure, and strategic initiatives; and

WHEREAS, Consultant has the experience, personnel, and capability to perform such services and is willing to provide consulting services to Client on 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 engagement in this Agreement.

1. SCOPE OF WORK

Consultant shall provide consulting services as described below (the "Services"). Consultant shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Consultant for the Services as follows. Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, computed from the date due until paid in full. In addition, Client shall reimburse Consultant for all reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least 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 thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall (a) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information at least as stringent as those it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Consultant assigns to Client all right, title, and interest in and to Deliverables created specifically for Client under this Agreement and paid for in full. Consultant retains ownership of Consultant's pre-existing materials, methodologies, tools, and know-how and grants Client a non-exclusive, non-transferable license to use such items only to the extent incorporated into Deliverables. The parties shall execute such further documents as may be necessary to effectuate the foregoing assignment.

6. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents that it has the authority to enter into this Agreement. Consultant represents that the Services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, OR , WHICHEVER IS GREATER. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7. INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence.

8. INSURANCE

Consultant shall maintain insurance appropriate to the Services performed, including general liability and professional liability coverage, in commercially reasonable amounts. Upon request, Consultant shall provide certificates of insurance evidencing such coverage.

9. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Consultant shall be solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort, including Workers' Compensation coverage for Consultant's personnel.

10. NOTICES

All notices and communications hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing. Notices shall be deemed given when delivered personally, when sent by confirmed overnight courier, or three (3) days after being mailed by certified mail, return receipt requested.

11. GOVERNING LAW

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 agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

12. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13. SEVERABILITY AND ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

14. MISCELLANEOUS

Headings are for convenience only and shall not affect interpretation. The parties acknowledge that each has had the opportunity to consult counsel and that any rule of construction providing that ambiguities be construed against the drafter shall not apply.

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