Consulting Services Engagement Letter

Consulting Services Engagement Letter

This Engagement Letter (the Agreement) is entered into as of by and between Client Name: with address and Consultant Name: with address .

Recitals

WHEREAS, Client desires to engage Consultant to provide consulting services in the area of business strategy, technology, operations, or such other services as set forth in this Agreement (the Services); and

WHEREAS, Consultant has the relevant experience, personnel and resources to provide the Services described herein and is willing to perform such Services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which Consultant will provide the Services and the compensation to be paid by Client.

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

1. Engagement and Services

1.1 Engagement. Client hereby engages Consultant, and Consultant accepts such engagement, to perform the Services described in Section 1.2, subject to the terms and conditions of this Agreement.

1.2 Scope of Services. Consultant will provide the following Services:

2. Term

2.1 Term. The term of this Agreement will commence on the Effective Date and continue until , unless earlier terminated in accordance with Section 7.

2.2 Renewal. Any renewal or extension of this Agreement must be in writing and signed by both parties.

3. Compensation and Payment

3.1 Fees. Client shall pay Consultant fees as follows:

3.2 Expenses. Client shall reimburse Consultant for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses must be supported by receipts and submitted with an invoice.

4. Independent Contractor; Taxes

4.1 Independent Contractor. Consultant is an independent contractor. Nothing in this Agreement will be construed to create an employer-employee, agency, partnership or joint venture relationship between the parties.

4.2 Taxes and Benefits. Consultant will be responsible for all taxes, withholdings and other statutory obligations arising from compensation paid to Consultant.

5. Confidentiality

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential. Consultant shall not disclose or use Confidential Information except as necessary to perform the Services.

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) was known prior to disclosure; or (c) is rightfully obtained from a third party without breach of any obligation of confidentiality.

6. Intellectual Property; Work Product

6.1 Ownership of Work Product. Unless otherwise agreed in writing, all deliverables and work product prepared by Consultant specifically for Client under this Agreement ("Work Product") shall be considered work made for hire and shall be the sole property of Client. To the extent ownership does not vest automatically, Consultant hereby irrevocably assigns all right, title and interest in such Work Product to Client.

6.2 Consultant Materials. Consultant may use pre-existing materials, tools and methodologies owned by Consultant ("Consultant Materials"). Consultant retains all right, title and interest in Consultant Materials, provided Consultant grants Client a non-exclusive, perpetual license to use such Consultant Materials incorporated in the Work Product.

7. Termination

7.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

7.2 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 30 days after receipt of written notice specifying the breach.

7.3 Effect of Termination. Upon termination, Client shall pay Consultant for Services performed and reimbursable expenses incurred through the termination date. Sections concerning confidentiality, intellectual property, indemnity and limitation of liability shall survive termination.

8. Indemnification; Limitation of Liability

8.1 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 arising out of the indemnifying party's gross negligence, willful misconduct or breach of this Agreement.

8.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed the total fees paid by Client to Consultant under this Agreement in the twelve (12) months preceding the claim.

9. Insurance

Consultant represents that it maintains commercially reasonable insurance coverage to support the performance of its obligations under this Agreement and agrees to provide certificates of insurance upon request.

10. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice).

11. Remedies; Injunctive Relief

Consultant acknowledges that a breach of Sections relating to Confidentiality or intellectual property may cause irreparable harm to Client for which monetary damages may be inadequate. Client shall therefore be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

12. Amendments; Waiver; Counterparts

12.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

12.2 Waiver. No failure or delay by either party in exercising any right will operate as a waiver of that right unless in writing and signed by the waiving party.

12.3 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.

13. Governing Law; Entire Agreement; Severability

13.1 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.

13.2 Entire Agreement. This Agreement, together with any exhibits or statements of work signed by the parties, constitutes the entire agreement between the parties relating to the Services and supersedes all prior and contemporaneous agreements and understandings, oral or written.

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

14. Miscellaneous

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to a successor in connection with a merger or sale of substantially all of Client's assets.

14.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and does not confer any rights on third parties.

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