Consulting Partner Agreement

CONSULTING PARTNER AGREEMENT

This Consulting Partner Agreement ("Agreement") is made effective as of , by and between Client Name: with principal place of business at (the "Client"), and Consulting Partner Name: with principal place of business at (the "Consulting Partner").

RECITALS

WHEREAS, the Client desires to retain the Consulting Partner to provide advisory, development, integration or other professional services as described in this Agreement; and

WHEREAS, the Consulting Partner has the experience and qualifications to provide such services and is willing to perform the services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that certain deliverables and work product created by the Consulting Partner in the performance of such services shall be owned as provided below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. The Client hereby engages the Consulting Partner, and the Consulting Partner accepts, to provide the services described in the Scope of Services attached as Exhibit A and summarized below (the "Services"). The Consulting Partner shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months unless earlier terminated in accordance with Section 11. This Agreement may be extended by written agreement of the parties.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay the Consulting Partner fees as follows: Base Fee: per . Additional services outside the Scope of Services will be billed at the rates agreed in writing prior to performance.

3.2 Expenses. Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Consulting Partner in connection with performance of Services, subject to a single-expense item limit of unless otherwise authorized in writing.

3.3 Invoicing and Payment. Consulting Partner shall submit invoices no more frequently than monthly. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. INDEPENDENT CONTRACTOR

The Consulting Partner is an independent contractor and not an employee, agent, partner, or joint venturer of Client. The Consulting Partner shall be solely responsible for all taxes, withholdings, benefits, and other obligations of an independent contractor.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other, including business plans, technical data, trade secrets, financial information, customer lists and any other information reasonably considered confidential.

5.2 Obligations. The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to any third party except to its employees, contractors and advisors with a need to know who are bound by confidentiality obligations at least as protective as these, and shall not use Confidential Information except to perform under this Agreement. The obligations do not apply to information which is or becomes publicly available through no breach by the receiving party or which is independently developed without use of the disclosing party's Confidential Information.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

6.1 Ownership of Pre-Existing IP. 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 intellectual property.

6.2 Work Product. Except as otherwise agreed in writing, all deliverables and work product created by Consulting Partner specifically for Client and paid in full by Client under this Agreement (the "Work Product") shall be the sole and exclusive property of Client. Consulting Partner hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to such Work Product, including all intellectual property rights.

6.3 License Back. To the extent Consulting Partner retains any rights in tools, methodologies, templates or other pre-existing materials incorporated into Work Product, Consulting Partner grants Client a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce and modify such materials solely in connection with Client's use of the Work Product.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations. Consulting Partner represents that its performance shall not infringe the rights of any third party and that Services will be provided in a professional manner in accordance with industry standards.

8. INDEMNIFICATION

Consulting Partner shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of (a) Consulting Partner's breach of any representation, warranty or obligation under this Agreement, or (b) Consulting Partner's gross negligence or willful misconduct in performing the Services. Client shall indemnify Consulting Partner for claims arising from Client's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTING PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. NON-SOLICITATION

During the Term and for twelve (12) months thereafter, neither party shall solicit for hire any employee or contractor of the other party who was involved in the performance of Services without the prior written consent of the other party. Violations shall entitle the non-breaching party to liquidated damages equal to six (6) months of the solicited individual's most recent remuneration, without prejudice to other remedies.

11. TERMINATION

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

11.2 Termination 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 thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Consulting Partner for Services performed and unreimbursed expenses incurred through the effective date of termination. Sections relating to Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Notices, Governing Law, Entire Agreement and Severability shall survive termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier or personal delivery to the addresses below and shall be deemed given upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver of that right. A waiver must be in writing to be effective.

13.3 Counterparts. 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.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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.

14.2 Entire Agreement. This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held 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.

MISCELLANEOUS

15.1 Relationship of the Parties. Nothing in this Agreement creates an exclusive relationship between the parties. The Consulting Partner may perform services for others so long as no Confidential Information or conflicts of interest are implicated.

15.2 Records and Audit. Consulting Partner shall maintain complete and accurate records of time and expenses and shall permit Client to audit such records upon reasonable prior notice and during normal business hours.

15.3 Insurance. Consulting Partner shall maintain insurance coverage customary for the performance of the Services, including commercial general liability and professional liability insurance, and shall provide certificates upon Client's reasonable request.

Sign Now