Consulting Rules Document

CONSULTING RULES DOCUMENT

This Consulting Rules Document (the Rules) is entered into by and between Client Name: and Consultant Name: . Effective Date: .

WHEREAS

1. Whereas the Client desires to engage the Consultant to provide professional advisory and technical services in the areas described below, and the Consultant has the expertise and capacity to perform such services in accordance with the terms and standards set forth in this document.

2. Whereas the parties intend that the relationship be governed by clear rules concerning scope, payment, confidentiality, intellectual property, and termination to minimize disputes and to allocate risk fairly.

3. Whereas the parties agree that these Rules, together with any Statement of Work executed under them, constitute the controlling terms for the Consultant's engagement.

SCOPE OF WORK

The Consultant shall perform the services and deliverables described in the applicable Statement of Work. The parties may attach one or more Statements of Work that specify deliverables, milestones, acceptance criteria and timelines. Describe the initial scope and deliverables below.

PERFORMANCE STANDARDS

The Consultant shall perform services with the degree of skill, care and diligence ordinarily exercised by competent consultants providing similar services. Consultant shall comply with the Client's reasonable policies to the extent such policies have been provided in writing prior to performance.

PAYMENT TERMS

The Client shall pay the Consultant for services in accordance with the following provisions.

TERM AND TERMINATION

This engagement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Either party may terminate this engagement for material breach by the other party if such breach remains uncured for the notice period specified above. Termination for cause is effective upon written notice if the breach is not cured within the agreed period. Upon termination, Client shall pay Consultant for all services performed and approved expenses incurred through the effective date of termination and for unavoidable costs reasonably incurred in connection with orderly wind-down.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Consultant shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform the services; and (c) not disclose Confidential Information to third parties except to employees or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) was in the receiving party's possession prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Subject to full payment of fees due, Consultant assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this engagement (Work Product). Consultant retains ownership of its pre-existing tools, methodologies, templates, know-how and general skills (Consultant Tools). If assignment is not permissible under applicable law, Consultant grants Client an exclusive, perpetual, worldwide, royalty-free license to use the Work Product for Client's internal business purposes.

INDEPENDENT CONTRACTOR

The Consultant is an independent contractor. Nothing in this Rules shall be construed to create an employer-employee, joint venture, agency or partnership relationship between the parties. The Consultant is responsible for all employment taxes, benefits and other obligations with respect to its personnel.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS RULES EXCEED THE FEES PAID BY CLIENT TO CONSULTANT IN THE SIX (6) MONTHS PRECEDING THE CLAIM. Neither party shall be liable for incidental, special, consequential or punitive damages.

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations.

GOVERNING LAW

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

NOTICES

Notices under this Rules must be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested).

ENTIRE AGREEMENT

This Rules, together with any executed Statements of Work and amendments signed by both parties, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

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