Consultancy Agreement for PowerApps

CONSULTANCY AGREEMENT FOR POWERAPPS

Parties

This Consultancy Agreement ("Agreement") is entered into as of between Client Name: , with principal address , and Consultant Name: , with principal address .

Recitals

WHEREAS, Client requires consultancy services to design, develop, configure and deploy Microsoft PowerApps solutions, integrations, and related components (collectively, the "Project");

WHEREAS, Consultant has the expertise and experience to provide the services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows.

Scope of Work

Payment Terms

Consultant shall be compensated as follows: Total Fixed Fee (if applicable) or Hourly Rate per hour.

Late Payment: Unpaid amounts shall accrue interest at per month (or the maximum permitted by law), calculated monthly from the invoice due date until paid in full. Consultant may suspend services if invoices are not paid within days after receipt of invoice following written notice.

Term and Termination

Term: This Agreement commences on Start Date and continues until End Date , unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice of days to the other party. Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within 30 days of written notice.

Effect of Termination: Upon termination, Client shall pay Consultant for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party to the other relating to business operations, technical data, designs, trade secrets, pricing, client lists, and source code, whether disclosed orally, in writing, or by inspection.

Obligations: The receiving party shall (i) not disclose Confidential Information to third parties except to permitted representatives bound by confidentiality obligations, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that is publicly known, independently developed without use of Confidential Information, or rightfully received from a third party. The confidentiality obligations survive termination for a period of years, except for trade secrets which remain protected for as long as they retain trade secret status.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Consultant retains ownership of pre-existing materials, methodologies, and tools. Client shall receive a perpetual, non-exclusive, worldwide license to use the deliverables provided under this Agreement for its internal business operations, subject to payment in full of amounts due.

Third-Party Components: Deliverables may incorporate third-party software or connectors subject to separate licenses; Client is responsible for any third-party license fees and compliance with such licenses.

Warranties, Liability, and Indemnity

Consultant warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly provided, all other warranties are disclaimed to the maximum extent permitted by law.

Limitation of Liability: Except for liability arising from willful misconduct or breaches of confidentiality or infringement of third-party intellectual property rights, neither party's aggregate liability for claims under this Agreement shall exceed the total fees paid by Client to Consultant under this Agreement during the preceding months.

Indemnity: Each party shall indemnify and hold the other harmless from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; the indemnified party shall provide prompt written notice and cooperate in the defense.

Change Requests and Acceptance

Changes to Scope: Any change to the scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. Consultant is not required to perform work beyond the agreed scope absent an executed change order.

Acceptance: Deliverables are deemed accepted upon written acceptance by Client or, failing that, 15 days after delivery if Client has not provided reasonable written objections specifying non-conformities.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall attempt to resolve disputes in good faith by negotiation between executive representatives. If unresolved within 30 days, disputes may be submitted to mediation or to a court of competent jurisdiction in the agreed venue.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including all exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest resulting from a merger or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Notices: Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing; notice is effective upon receipt.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement, that its signatory is authorized to bind the party, and that the performance of this Agreement will not violate any other agreement or applicable law.

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