Consulting Sale Agreement

CONSULTING SALE AGREEMENT

This Consulting Sale Agreement (the "Agreement") is entered into as of Effective Date: by and between Consultant Name: and Client Name: .

PARTIES

WHEREAS

WHEREAS, Consultant is engaged in the business of providing professional consulting services, including but not limited to advisory services, deliverables, intellectual property created in performance of consulting work and associated client materials; and

WHEREAS, Client desires to purchase from Consultant certain consulting services and the related deliverables described in this Agreement, and Consultant is willing to sell and provide such services and deliverables on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Purchase Price: $ payable in accordance with the schedule below.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Method of Payment:

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and remain in effect until End Date: , unless earlier terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective date of termination. Upon termination, Client shall pay Consultant for all services performed and expenses incurred up to the effective date of termination and for any non‑cancellable commitments made in connection with the Services.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Discloser"). "Confidential Information" means non-public business, financial, technical, product, marketing, customer and supplier information, and any deliverables, inventions or data created under this Agreement, but excludes information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully in Recipient's possession prior to receipt from Discloser, (c) is rightfully received by Recipient from a third party without restriction, or (d) is independently developed by Recipient without the use of Discloser's Confidential Information.

Recipient shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and shall only use Confidential Information to perform its obligations under this Agreement. Recipient may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided that such persons are bound by confidentiality obligations no less restrictive than those set forth herein. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, or with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents and warrants that it has the 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 and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligent acts or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state, and each party consents to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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 to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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

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