Consulting Agreement Template

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , a Individual Corporation/LLC with principal place of business at , and Consultant Name: , a Individual Corporation/LLC with principal place of business at . Client and Consultant are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to retain Consultant to provide certain consulting services related to Client's business operations and projects on the terms and conditions set forth herein; and

WHEREAS, Consultant has represented that Consultant possesses the requisite professional experience, expertise and resources to perform such services and is willing to perform such services for Client under the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the engagement of Consultant by Client.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 described in the statement of work attached hereto or described below (the "Services"). Consultant shall perform the Services in accordance with the terms of this Agreement and any mutually agreed written scope or statement of work.

1.2 Change Orders. Any material change to the Services shall be set forth in a written change order signed by authorized representatives of both Parties. Consultant shall not be required to perform services outside the agreed scope without written agreement on additional fees and timeline adjustments.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein.

2.2 Extension. The Term may be extended by mutual written agreement of the Parties executed prior to the expiration of the then-current Term.

3. COMPENSATION

3.1 Fees. As consideration for the Services, Client shall pay Consultant fees in accordance with the rates and fee schedule set forth below or in a signed statement of work. Consultant's fees shall be: $ (specify whether hourly, milestone or fixed).

3.2 Taxes. Consultant shall be solely responsible for all taxes associated with payments hereunder. Client shall not withhold or pay any payroll or income taxes on behalf of Consultant.

4. EXPENSES

Client will reimburse Consultant for reasonable and pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses shall not exceed $ per project without prior written approval. Consultant shall provide receipts or other supporting documentation for all reimbursable expenses.

5. INVOICES; PAYMENT

5.1 Invoicing. Consultant shall submit invoices to Client at the intervals set forth in the Payment Terms. Each invoice shall itemize fees and reimbursable expenses and shall include reasonable supporting detail.

5.2 Payment. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days after receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

6. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and nothing in this Agreement shall create an employer-employee, agency, partnership or joint venture relationship between the Parties. Consultant shall have sole direction and control of Consultant's employees, subcontractors and methods of performance and shall be responsible for all compensation and benefits for such persons.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means any non-public information of a Party disclosed to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

7.2 Obligations. The receiving Party shall (a) protect Confidential Information with at least the same degree of care it affords its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

7.3 Exceptions. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving Party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice and the disclosure is limited to the extent necessary.

8. INTELLECTUAL PROPERTY; WORK PRODUCT

8.1 Ownership of Work Product. Except as otherwise expressly agreed in writing, Consultant hereby assigns to Client all right, title and interest in and to all tangible and intangible work product, deliverables and inventions created, conceived or reduced to practice by Consultant in performance of the Services ("Work Product"). To the extent any moral rights or other rights cannot be assigned, Consultant hereby irrevocably waives and agrees not to assert such rights.

8.2 Consultant Background IP. Notwithstanding the foregoing, Consultant retains ownership of Consultant's pre-existing intellectual property and tools, including methodologies, know-how and software ("Background IP"). Consultant grants Client a non-exclusive, worldwide, royalty-free license to use Consultant Background IP solely to the extent incorporated in the Work Product for Client's internal business purposes.

9. 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 hereunder, and that the execution and performance of this Agreement will not violate any other agreement to which it is a party. Consultant further represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

10. INDEMNIFICATION

10.1 Consultant Indemnity. Consultant shall indemnify, defend and hold harmless Client and its officers, directors, agents and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Consultant's gross negligence, willful misconduct or material breach of this Agreement, including any claim that the Work Product infringes a third party's intellectual property rights to the extent arising from Consultant's performance.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Consultant from and against claims arising from Client's breach of this Agreement, Client materials or Client's use of the Work Product outside the scope of this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

12. TERMINATION

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

12.2 For Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Consultant for Services performed and reimbursable expenses incurred up to the effective date of termination. Sections concerning confidentiality, intellectual property, indemnification, limitation of liability, and any other provisions which by their nature survive termination, shall survive termination or expiration of this Agreement.

13. NON-SOLICITATION

During the Term and for a period of twelve (12) months thereafter, neither Party shall directly solicit for employment any employee or contractor of the other Party with whom such Party had material contact in connection with the performance of this Agreement, except with the other Party's prior written consent. This provision shall not prohibit general solicitations not targeted at the other Party's personnel.

14. NOTICES

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

15. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction of the state and federal courts located in the county specified by the governing law for the resolution of disputes arising out of this Agreement.

17. ENTIRE AGREEMENT

This Agreement, together with any attachments and executed statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be binding.

20. MISCELLANEOUS

20.1 Assignment. Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

20.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first set forth above.

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