IT Consulting Services Agreement

IT Consulting Services Agreement

This IT Consulting Services Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at and Consultant Name: with principal place of business at .

Entity type of Client: Corporation LLC Individual    Entity type of Consultant: Corporation LLC Individual

RECITALS

WHEREAS: Client desires to engage Consultant to perform certain information technology consulting, advisory and implementation services described in this Agreement and any attached Statement of Work;

WHEREAS: Consultant has the experience, technical skill and personnel necessary to perform such services on the terms and conditions set forth herein;

WHEREAS: The parties wish to set forth their respective rights and obligations with respect to the performance, payment and ownership of deliverables resulting from the engagement.

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

1. SERVICES

Consultant will provide the consulting services and deliverables set forth in one or more Statements of Work ("SOW") executed by the parties. Each SOW will describe the scope, deliverables, schedule and acceptance criteria. Consultant shall perform the services in a professional and workmanlike manner consistent with industry standards and in accordance with the timelines specified in the applicable SOW.

2. TERM

The term of this Agreement will commence on the effective date above and continue until completion of the services described in the final SOW, unless earlier terminated in accordance with Section 12. The initial term start date is and the anticipated completion date is .

3. FEES AND PAYMENT

Client shall pay Consultant fees as set forth in each SOW. Unless otherwise specified, fees are payable within days of receipt of an invoice. Hourly rates, when applicable, are set forth in the SOW. Consultant will submit detailed invoices describing services performed and hours expended. Invoices not disputed in good faith within fifteen (15) days shall be deemed accepted.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Client shall reimburse Consultant for reasonable, pre‑approved out‑of‑pocket expenses incurred in connection with performance of the services.

4. EXPENSES

Consultant will not incur reimbursable expenses in excess of an amount pre‑approved in writing by Client. All reimbursable expenses must be supported by receipts. Travel time and travel expenses will be invoiced only as expressly set forth in the applicable SOW.

5. CHANGES; CHANGE ORDERS

Any change to the scope, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties. Consultant shall not be bound to perform work beyond the original scope without an executed change order. If a change order materially affects schedule or cost, the parties shall negotiate in good faith an equitable adjustment.

6. CONFIDENTIALITY

"Confidential Information" means any non‑public business, technical or financial information disclosed by a party ("Discloser") to the other party ("Recipient") that is designated as confidential or that, from its nature, should reasonably be understood to be confidential. Recipient shall: (a) safeguard Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use such Confidential Information only for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those hereunder. Confidential Information does not include information that: (i) is or becomes publicly available other than by breach hereof; (ii) is lawfully received from a third party without breach; or (iii) is independently developed without use of Confidential Information. Upon termination or upon written request, Recipient shall return or certify destruction of Discloser's Confidential Information.

7. DATA SECURITY AND PRIVACY

Consultant shall maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client data, consistent with industry standard practices to protect against unauthorized access, disclosure, alteration or destruction. Consultant shall notify Client without unreasonable delay, and in no event later than hours after discovery, of any security incident affecting Client data and shall cooperate in good faith with Client's investigation and remediation.

8. INTELLECTUAL PROPERTY

Except as expressly set forth in an SOW, Consultant retains ownership of its pre-existing intellectual property and general know-how ("Consultant IP"). Subject to Client's payment of all amounts due, Consultant assigns to Client all right, title and interest in and to deliverables that are specially created for Client under this Agreement and that are not Consultant IP. Notwithstanding the foregoing, Consultant grants Client a perpetual, non‑exclusive, non‑transferable license to use Consultant IP to the extent embedded in the deliverables. Client grants Consultant a non‑exclusive license to use Client materials solely to the extent reasonably necessary to perform the services.

9. WARRANTIES; DISCLAIMER

Consultant warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client's exclusive remedy and Consultant's sole obligation for breach of this warranty shall be, at Consultant's option, re‑performance of the deficient services or a refund of fees attributable to the deficient services. EXCEPT FOR THE LIMITED WARRANTY ABOVE, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

10. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against third‑party claims, damages and expenses arising from the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement. Consultant shall also indemnify Client for infringement claims to the extent based on Consultant's breach of the intellectual property representations herein.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. TERMINATION; TRANSITION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon sixty (60) days' prior written notice. Upon expiration or termination for any reason, Consultant shall deliver to Client all work in progress and, at Client's request, provide reasonable transition assistance for a commercially reasonable fee.

13. INSURANCE

Consultant shall maintain commercially reasonable insurance coverages, including general liability and professional liability/errors and omissions insurance with limits adequate for the services provided. Upon request, Consultant will provide certificates of insurance evidencing such coverage.

14. NOTICES

All notices, requests, consents and other communications required or permitted hereunder must be in writing and shall be deemed effectively given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

15. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach or of the same breach at a different time.

16. 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.

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

18. MISCELLANEOUS

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant is an independent contractor and not an employee, agent or partner of Client. Nothing in this Agreement creates any third‑party beneficiary rights.

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