Consultancy Offer Agreement

Consultancy Offer Agreement

This Consultancy Offer Agreement (the "Agreement") is entered into as of between Client Name: and Consultant Name: . Client and Consultant are each a "Party" and collectively the "Parties".

Recitals

WHEREAS, Client desires to engage Consultant to provide professional consultancy services as set forth in Schedule A attached hereto; and

WHEREAS, Consultant represents that Consultant has the necessary qualifications, skills and experience to perform the services described in Schedule A and is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to reduce their agreement to writing.

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

1. Engagement; Scope of Services

1.1 Engagement. Client hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in Schedule A (the "Services") in accordance with the terms of this Agreement.

1.2 Performance Standard. Consultant will perform the Services in a professional and workmanlike manner consistent with industry standards and will comply with all applicable laws and Client policies provided to Consultant in writing.

2. Term and Termination

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately for material breach by the other Party that remains uncured for a period of 15 days after written notice specifying the breach.

3. Compensation; Expenses

3.1 Fees. Client shall pay Consultant the fees set forth below for the Services: Fee Structure:

3.2 Invoicing and Payment. Consultant shall invoice Client in arrears for Services performed. Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at a rate of 1% per month or the maximum permitted by law, whichever is less.

3.3 Expenses. Client shall reimburse Consultant for preapproved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services. Consultant shall submit receipts or other documentation with each invoice for reimbursement.

4. Confidentiality

4.1 Definition. "Confidential Information" means all nonpublic information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

4.2 Obligations. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted in writing by the Disclosing Party or as required by law (in which case the Receiving Party shall provide prompt notice to the Disclosing Party where lawful).

5. Intellectual Property

5.1 Work Product. All deliverables and materials created specifically for Client by Consultant under this Agreement (the "Work Product") shall be the exclusive property of Client, and Consultant hereby assigns and transfers to Client all right, title and interest in and to such Work Product. Consultant shall execute documents as reasonably necessary to evidence or effectuate such assignment.

5.2 Consultant Materials. Notwithstanding the foregoing, Consultant's pre-existing materials, tools, methodologies, know-how, and other intellectual property not created specifically for Client ("Consultant Materials") shall remain the sole property of Consultant. To the extent any Consultant Materials are incorporated into Work Product, Consultant grants Client a perpetual, non-exclusive, royalty-free license to use such Consultant Materials solely as incorporated in the Work Product.

6. Independent Contractor

Consultant is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Consultant shall be responsible for all taxes and other obligations arising out of compensation paid to Consultant under this Agreement and shall not be eligible for any employee benefits from Client.

7. Representations; Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant further represents that the Services will be performed in a professional manner in accordance with applicable professional standards.

8. Indemnification; Limitation of Liability

8.1 Indemnification. Each Party shall indemnify and hold harmless the other Party from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees actually paid by Client to Consultant under this Agreement in the twelve (12) months preceding the claim.

9. Notices

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may designate by notice.

10. Amendments; Waiver

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the party against whom enforcement is sought.

11. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding and have the same effect as original signatures.

12. Governing Law; Severability; Entire Agreement

12.1 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.

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

12.3 Entire Agreement. This Agreement, including Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral.

Schedule A — Description of Services

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