Professional Consultancy Services Agreement

PROFESSIONAL CONSULTANCY SERVICES AGREEMENT

This Professional Consultancy Services Agreement ("Agreement") is made as of Effective Date: by and between Consultant Name: , Entity Type: Individual Corporation LLC Partnership , Address: , Contact Email: (collectively "Consultant"), and Client Name: , Address: , Contact Email: (collectively "Client"). Consultant and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Consultant has the expertise and capacity to provide professional consulting services in the field described below; and

WHEREAS, Client desires to retain Consultant to perform such services under the terms and conditions set forth herein, and Consultant desires to provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Services" means the consulting services to be performed by Consultant as described in Section 2. "Deliverables" means tangible or intangible work product resulting from the Services. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or should reasonably be understood to be confidential. Other defined terms are as used in this Agreement.

2. ENGAGEMENT AND SCOPE OF SERVICES

Consultant shall provide the Services described as follows:

Consultant shall perform the Services in a timely, professional manner in accordance with industry standards, and shall devote sufficient personnel and resources to meet the agreed schedule for Deliverables.

3. TERM

The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided in Section 14.

Renewal: Automatic renewal for successive terms unless either Party provides written notice of non-renewal at least days prior to expiration.

4. COMPENSATION AND PAYMENT

As full compensation for the Services, Client shall pay Consultant the fees set forth below in accordance with the payment schedule.

Invoices shall be submitted by Consultant and are payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse Consultant for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses shall be documented with receipts and submitted with invoices.

6. DELIVERABLES AND ACCEPTANCE

Client shall have days from delivery to accept or reject Deliverables. Failure to timely reject shall constitute acceptance.

7. CONFIDENTIALITY

Each Party agrees to hold Confidential Information of the other Party in strict confidence, to use such information solely for performance of this Agreement, and not to disclose it except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations survive termination for a period of three (3) years, or longer if required by applicable law for specific categories of information.

8. INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Consultant assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement, including copyrights and other intellectual property rights. Consultant retains ownership of pre-existing materials and tools and grants Client a nonexclusive, royalty-free license to any Consultant pre-existing materials to the extent incorporated into the Deliverables.

9. INDEPENDENT CONTRACTOR

Consultant is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Consultant is solely responsible for withholding and paying taxes, benefits and other obligations arising from the compensation paid to Consultant.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has 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 manner consistent with industry standards.

11. INDEMNIFICATION

Consultant shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising from Consultant's gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify Consultant for claims arising from Client's breach, use of Deliverables beyond intended scope, or Client-provided materials.

12. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, indirect, punitive or special damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement during the three (3) months preceding the claim.

13. INSURANCE

Consultant shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide certificates of insurance upon reasonable request. Such insurance shall not be construed as limiting Consultant's indemnity obligations.

14. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure within days after written notice. Client may terminate for convenience upon days' prior written notice to Consultant, with payment due for Services performed and expenses incurred through the effective date of termination.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice.

16. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by a Party to exercise any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together constitute one instrument.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement: This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to its subject matter.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effects the Parties' original intent.

18. MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Subcontracting: Consultant may engage subcontractors to perform portions of the Services, provided Consultant remains responsible for performance and compliance with this Agreement.

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