Consultation Services Contract

CONSULTATION SERVICES CONTRACT

This Consultation Services Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: (the "Client") and Consultant Name: (the "Consultant"). The Client and the Consultant are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Client desires to obtain certain professional consultation and advisory services relating to the Client's business objectives, operations, and projects; and

WHEREAS, the Consultant represents that the Consultant has the qualifications, experience and ability to perform such services and is willing to provide such services to the 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 provision of such services.

NOW, THEREFORE

In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. The Consultant shall provide consultation services as described in the Scope of Services below (the "Services"). The Consultant will perform the Services in a professional and workmanlike manner consistent with industry standards.

1.2 Deliverables. The Consultant shall deliver any reports, analyses, recommendations, and other work product ("Deliverables") promptly upon completion. Deliverables will conform to the specifications set forth in the Scope of Services.

2. TERM AND TERMINATION

2.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services or until terminated as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon providing the other Party not less than days' prior written notice.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. The Client shall pay the Consultant the fees set forth below for performance of the Services.

3.2 Invoices and Payment. Consultant shall submit invoices detailing services performed and hours expended (if applicable). Client shall pay invoices within days of receipt. Late payments shall accrue interest at a rate of on the unpaid balance.

4. EXPENSES

The Client shall reimburse Consultant for reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of the Services upon submission of receipts. Reimbursable expenses shall be billed separately and paid under the same terms as invoices.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party may disclose confidential and proprietary information ("Confidential Information") to the other. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without reference to Confidential Information.

5.2 Non-Disclosure. The receiving Party shall hold Confidential Information in strict confidence, shall not use it for any purpose other than performance or enforcement of this Agreement, and shall not disclose it 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 herein.

5.3 Survival. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or longer if required by applicable law for specific categories of information.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing Materials. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing materials.

6.2 Deliverables. Subject to full payment of all amounts due under this Agreement, Consultant hereby assigns to Client all right, title, and interest in and to the Deliverables created specifically for the Client under this Agreement. Consultant retains the right to use general knowledge, skills, and experience, and to display non-confidential summaries of work for promotional purposes.

6.3 License Back. If Consultant's pre-existing materials are embedded in Deliverables, Consultant grants Client a non-exclusive, perpetual, worldwide license to use such pre-existing materials as incorporated in the Deliverables for Client's internal business purposes.

7. INDEPENDENT CONTRACTOR

The Consultant is an independent contractor and not an employee, agent, partner or joint venturer of the Client. The Consultant is solely responsible for all federal, state and local taxes, withholdings and other statutory obligations relating to the Consultant's performance hereunder.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Consultant represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Consultant shall maintain commercial general liability and professional liability insurance coverage sufficient to cover its obligations under this Agreement. Upon request, Consultant shall provide certificates evidencing such insurance.

12. NOTICES

All notices 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 such other address designated by a Party in writing.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing signed by both Parties. Failure or delay by a Party to exercise any right shall not constitute a waiver of that right.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the Parties.

15. COUNTERPARTS; ELECTRONIC EXECUTION

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 delivered by electronic means shall be deemed originals.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes by negotiation and, if unresolved within thirty (30) days, submit the dispute to mediation prior to initiating litigation.

17. ENTIRE AGREEMENT

This Agreement, including any attached Schedules and any written statements of work incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

ADDITIONAL PROVISIONS

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