Consulting Agreement

# CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of [CONTRACT_DATE] (the "Effective Date"), by and between [CLIENT_NAME], a [CLIENT_ENTITY_TYPE] with a principal place of business at [CLIENT_ADDRESS] (the "Client"), and [CONSULTANT_NAME], with a principal place of business at [CONSULTANT_ADDRESS] (the "Consultant"). ## 1. CONSULTING SERVICES Consultant agrees to provide Client with the following consulting services (the "Services"): - [SERVICE_DESCRIPTION_1] - [SERVICE_DESCRIPTION_2] - [SERVICE_DESCRIPTION_3] - Strategic business advisory and recommendations - Analysis and reporting as outlined in the Statement of Work (Exhibit A) ## 2. TERM This Agreement shall commence on [START_DATE] and shall continue until [END_DATE], unless earlier terminated in accordance with the provisions hereof. ## 3. COMPENSATION ### 3.1 Fees Client agrees to pay Consultant [HOURLY_RATE] per hour for Services performed, or a flat fee of [FLAT_FEE_AMOUNT] as specified in Exhibit A. ### 3.2 Payment Terms - Invoices will be submitted [BILLING_FREQUENCY] - Payment is due within [PAYMENT_TERMS] days of invoice date - Late payments may incur a [LATE_FEE_PERCENTAGE]% monthly service charge ### 3.3 Expenses Client shall reimburse Consultant for reasonable, pre-approved expenses incurred in connection with the Services. ## 4. INDEPENDENT CONTRACTOR RELATIONSHIP Consultant is an independent contractor and not an employee of Client. Consultant shall: - Be responsible for all taxes, insurance, and benefits - Have the right to control the manner and means of performing Services - Not be entitled to employee benefits - Maintain professional liability insurance of at least [INSURANCE_AMOUNT] ## 5. CONFIDENTIALITY ### 5.1 Confidential Information Each party acknowledges that it may receive confidential information from the other party. Confidential information includes: - Business plans, strategies, and financial information - Customer lists and proprietary data - Technical information and trade secrets - Any information marked as confidential ### 5.2 Non-Disclosure Each party agrees to: - Maintain strict confidentiality of all confidential information - Use confidential information solely for the purposes of this Agreement - Not disclose confidential information to third parties without written consent - Return or destroy confidential information upon termination ## 6. INTELLECTUAL PROPERTY ### 6.1 Work Product All work product, deliverables, and intellectual property created by Consultant in the course of providing Services shall be owned by Client upon full payment. ### 6.2 Pre-Existing IP Consultant retains ownership of all pre-existing intellectual property and general methodologies. ## 7. WARRANTIES AND REPRESENTATIONS Consultant warrants that: - Services will be performed in a professional and workmanlike manner - Consultant has the necessary skills and experience to perform Services - Services will not infringe upon any third-party rights - Consultant is not bound by any agreement that would prevent performance of Services ## 8. LIMITATION OF LIABILITY ### 8.1 Limitation Consultant's total liability under this Agreement shall not exceed the total amount paid by Client to Consultant under this Agreement. ### 8.2 Exclusion Neither party shall be liable for indirect, special, incidental, or consequential damages, including lost profits. ## 9. TERMINATION ### 9.1 Termination for Convenience Either party may terminate this Agreement with [TERMINATION_NOTICE_PERIOD] days written notice. ### 9.2 Termination for Cause Either party may terminate immediately upon written notice if the other party: - Materially breaches this Agreement and fails to cure within [CURE_PERIOD] days - Becomes insolvent or files for bankruptcy - Engages in illegal or unethical conduct ### 9.3 Effect of Termination Upon termination: - Client shall pay for all Services performed through the termination date - Each party shall return confidential information - Surviving provisions shall remain in effect ## 10. NON-SOLICITATION During the term and for [NON_SOLICITATION_PERIOD] months thereafter, Consultant agrees not to directly or indirectly solicit Client's employees or customers for competing purposes. ## 11. DISPUTE RESOLUTION Any disputes arising under this Agreement shall be resolved through: - Good faith negotiation - If unsuccessful, binding arbitration under [ARBITRATION_RULES] - Arbitration shall take place in [ARBITRATION_LOCATION] ## 12. GENERAL PROVISIONS ### 12.1 Governing Law This Agreement shall be governed by the laws of [GOVERNING_LAW_STATE]. ### 12.2 Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements. ### 12.3 Amendment This Agreement may only be amended in writing signed by both parties. ### 12.4 Severability If any provision is deemed invalid, the remainder of the Agreement shall remain in effect. ### 12.5 Force Majeure Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CLIENT: CONSULTANT: [CLIENT_SIGNATURE] [CONSULTANT_SIGNATURE] [CLIENT_NAME] [CONSULTANT_NAME] [CLIENT_TITLE] [CONSULTANT_TITLE] Date: _______________ Date: _______________