Consulting Contract Template

CONSULTING CONTRACT

This Consulting Contract (the "Agreement") is entered into effective as of by and between:

Client Name:    Client Address:

Consultant Name:    Consultant Address:

RECITALS

WHEREAS, Client desires to engage Consultant to perform professional consulting services described in this Agreement, and Consultant is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, Consultant represents that Consultant has the expertise, experience, and personnel necessary to perform the services and deliverables set forth in this Agreement; and

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

1. SCOPE OF WORK

2. PAYMENT TERMS

Late Payment Fee: If Client fails to pay any undisputed amount when due, Client shall pay interest on the overdue amount at the rate of percent per month (or the maximum permitted by law, if less), calculated daily from the due date until paid.

Reimbursable Expenses: Client will reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services upon submission of reasonable documentation. Reimbursable expenses are subject to prior written authorization.

3. TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of 14 days after written notice of breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical information, financial data, and client lists.

Obligation: The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Duration: Confidential Information does not include information that is (i) generally known to the public other than by breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for .

5. INTELLECTUAL PROPERTY

Ownership of Deliverables: Unless otherwise agreed in writing, Consultant assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement and paid for in full. Consultant retains ownership of its pre-existing materials, methods, tools, know-how, and general skills. Consultant grants Client a royalty-free, nonexclusive license to any Consultant pre-existing intellectual property incorporated in the deliverables to the extent necessary for Client's use of the deliverables.

6. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and not an employee, partner or agent of Client. Consultant is solely responsible for all taxes, withholdings and other statutory obligations imposed on Consultant or Consultant's personnel.

7. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter this Agreement. Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICES ARE PROVIDED "AS IS" AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT. CONSULTANT'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws rules.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates by written notice. Notices are effective upon personal delivery or three (3) days after deposit with the postal service.

10. MISCELLANEOUS

Amendment: This Agreement may only be amended in a writing signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement: This Agreement, including any exhibits or schedules attached hereto and any written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

ACKNOWLEDGMENT

The individuals executing this Agreement represent and warrant that they have authority to bind the party on whose behalf they sign.

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