Consultant Business Support Services

CONSULTANT BUSINESS SUPPORT SERVICES AGREEMENT

This Consultant Business Support Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, Client desires to engage Consultant to provide business support services as described in this Agreement; and

WHEREAS, Consultant has the professional experience and resources to perform the business support services required by Client; and

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

1. Scope of Work

Consultant will perform business support services for Client as described below. Consultant shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

In consideration for services rendered, Client shall pay Consultant the fees and expenses set forth below. Consultant shall submit invoices in accordance with the invoice schedule.

Select the payment schedule that applies (check all that apply) and provide details for selected options:

Fixed Fee per Engagement   Hourly Rate   Milestone / Deliverable

Late payments shall accrue interest at per month on the outstanding balance, or the maximum legal rate, whichever is lower.

Client shall reimburse Consultant for reasonable out-of-pocket expenses pre-approved in writing. Reimbursable expenses must be supported by receipts. If special procurement is required, Consultant will obtain Client authorization prior to incurring expense.

3. Term and Termination

The term of 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 provided at least days prior to the intended termination date. Either party may terminate immediately for material breach that is not cured within 15 days of written notice of breach, or immediately for cause for material misconduct or insolvency.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or observed, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that is: (a) already known to recipient without restriction; (b) becomes public without breach by recipient; (c) rightfully received from a third party without confidentiality obligations; or (d) independently developed by recipient without use of discloser's Confidential Information.

Each party agrees to hold Confidential Information in strict confidence, to use it solely for performance under this Agreement, and not to disclose it to third parties except to employees, agents, or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall continue for years following termination or expiration of this Agreement.

5. Intellectual Property

Unless otherwise agreed in writing, Consultant retains ownership of Consultant's pre-existing intellectual property and methodologies. To the extent Consultant creates deliverables specifically for Client pursuant to this Agreement and Client has paid all amounts due, Consultant assigns to Client the exclusive rights to those deliverables produced for Client. Consultant shall grant Client a perpetual, worldwide, nonexclusive license to any Consultant-owned tools or materials embedded in deliverables to the extent necessary for Client's use of the deliverables.

6. Independent Contractor; Subcontracting

Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant is responsible for all taxes and benefits arising from payments hereunder. Consultant may engage subcontractors to perform portions of the services provided that Consultant remains responsible for performance and compliance with this Agreement and obtains Client's prior written consent when requested.

7. Representations and Warranties; Indemnity

Each party represents that it has the full right and authority to enter into this Agreement. Consultant represents that the services will be provided in a competent and professional manner. Each party shall indemnify and hold harmless the other from third-party claims arising out of its gross negligence or willful misconduct in performing this Agreement, provided that the indemnified party gives prompt written notice and cooperates in the defense.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principals of conflict of laws. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be subject to exclusive jurisdiction of the state or federal courts located in the foregoing state.

9. Entire Agreement; Amendments

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice to the other.

11. Additional Provisions

The parties acknowledge that they have read and understood this Agreement, and that the individuals signing below are authorized to bind their respective parties to its terms.

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