Professional Consulting Contract

Professional Consulting Contract

This Professional Consulting Contract ("Agreement") is made as of Effective Date: by and between Client Name: with principal address: (\"Client\") and Consultant Name: with principal address: (\"Consultant\"). Each of Client and Consultant may be referred to individually as a \"Party\" and collectively as the \"Parties.\"

RECITALS

WHEREAS, Consultant has expertise in professional consulting services described below and is willing to provide such services to Client on the terms set forth herein;

WHEREAS, Client desires to engage Consultant to perform those services and deliverables in accordance with the scope and payment terms set forth in this Agreement; and

WHEREAS, the Parties intend for Consultant to perform services as an independent contractor and not as an employee of Client.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Consultant, and Consultant accepts such engagement, to provide the consulting services described in the Scope of Services attached or described below (\"Services\"). Consultant shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 11.

3. COMPENSATION; PAYMENT

3.1 Fees. Client shall pay Consultant the Fees as set forth below. Fees shall be based on the following billing arrangement:

3.2 Invoices and Payment. Consultant shall invoice Client in accordance with the Payment Terms. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. EXPENSES

Consultant shall be responsible for Consultant’s ordinary expenses unless Client specifically agrees in writing to reimburse certain pre-approved reasonable out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses must be supported by receipts and invoiced separately. The Parties agree that incidental travel, supplies, and telecommunications shall only be reimbursed if pre-approved in writing.

5. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and shall not be deemed an employee, agent, or partner of Client for any purpose. Consultant is solely responsible for all taxes, withholdings, benefits, and other obligations of an independent contractor.

6. CONFIDENTIALITY

6.1 Definition. \"Confidential Information\" means non-public information disclosed by either Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. The receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without reference to the disclosing Party’s Confidential Information.

6.3 Duration. The confidentiality obligations shall continue for a period of three (3) years following termination of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

7.1 Deliverables. \"Deliverables\" means tangible or intangible work product created by Consultant specifically for Client under this Agreement and identified as a deliverable in the Scope of Services.

7.2 Ownership. Unless otherwise mutually agreed in writing, Consultant assigns to Client all right, title and interest in and to the Deliverables, including all intellectual property rights therein, upon full payment of all Fees due for such Deliverables. Consultant retains ownership of Consultant’s pre-existing materials, methodologies and tools, and grants Client a nonexclusive, perpetual, royalty-free license to any pre-existing materials incorporated in the Deliverables solely to the extent needed to use the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement. Consultant warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Consultant shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims arising out of Consultant’s gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify, defend and hold harmless Consultant from and against any third-party claims arising out of Client’s gross negligence, willful misconduct or material breach of this Agreement. The indemnifying Party’s obligations are conditioned on the indemnified Party providing prompt written notice of any claim and cooperating reasonably in the defense and settlement of such claim.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. FURTHER, EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

11.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client shall pay Consultant for all Services performed and unreimbursed expenses incurred through the effective date of termination. Sections addressing Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and any other provisions that by their nature should survive termination shall survive.

12. NOTICES

All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses specified below (or to such other address as a Party may designate by notice). Notices shall be deemed given: (a) upon receipt if delivered personally or by commercial overnight courier; (b) three (3) days after mailing if sent by certified mail, return receipt requested; or (c) upon confirmation of delivery if sent by electronic mail and followed by a copy by one of the foregoing methods.

13. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

14. 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 law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. 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. Signatures delivered by electronic transmission shall be binding.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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