This Consulting Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Client Name], with its principal place of business at [Address] (“Client”), and [Consultant Name], with its principal place of business at [Address] (“Consultant”).
1. Services
Consultant will provide the services described in Exhibit A (the “Services”) and meet the acceptance criteria stated therein. Consultant will deliver work product according to the timeline in Exhibit A.
2. Term
This Agreement begins on the Effective Date and continues until [End Date/Completion] unless terminated earlier. The Parties may extend the term by written agreement.
3. Fees and Expenses
Client will pay Consultant [Rate/Fee] as set out in Exhibit B. Approved expenses will be reimbursed within [Payment Terms] days of receipt of documentation.
4. Independent Contractor
Consultant is an independent contractor and not an employee of Client. Consultant is responsible for all taxes, insurance, permits, and benefits.
5. Confidentiality
Consultant will keep Client confidential information secure and use it only for the Services. Confidentiality obligations survive for [Survival Period] after termination.
6. Intellectual Property
Deliverables created for Client are assigned to Client upon full payment. Consultant retains pre-existing IP and grants Client a non-exclusive license to use such IP as incorporated in the deliverables.
7. Non-Solicitation (Optional)
For [Period] after termination, Consultant will not solicit Client employees or customers with whom Consultant had material contact.
8. Warranties and Disclaimers
Consultant warrants the Services will be performed in a professional manner consistent with industry standards. Except as stated, the Services are provided “as is” and all other warranties are disclaimed.
9. Limitation of Liability
Neither Party is liable for indirect or consequential damages. Consultant’s total liability is limited to fees paid in the [Prior Period], except for willful misconduct or breach of confidentiality.
10. Termination
Either Party may terminate with [Notice Period] days’ written notice. Client will pay for Services performed up to the termination date.
11. Governing Law
This Agreement is governed by the laws of [Governing Law Jurisdiction].
12. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.
13. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements. No representations or statements not contained in this Agreement will be binding.
14. Amendment
This Agreement may only be amended or modified by a written document signed by both Parties.
15. Waiver
No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly stated.
16. Assignment
Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Client:
Name: [Name]
Title: [Title]
Date: [Date]
Consultant:
Name: [Name]
Title: [Title]
Date: [Date]
Disclaimer
This template is provided for informational purposes only and does not constitute legal advice. Contraxly is not a law firm and does not provide legal services. You should consult a qualified attorney to obtain advice tailored to your situation. Use of this template is at your own risk, and no liability is accepted for its use.
