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What is Consulting Agreement?
Consulting Agreement Establishes terms for consulting services, including deliverables and compensation.
Sample template:
Consulting Agreement
1. Parties and Recitals
This Consulting Agreement (the "Agreement") is made and entered on [Date of Agreement], by and between Janice Parker, [Address] (the "Consultant") and John Doe, [Address] (the "Client"), collectively the "Parties".
2. Consulting Services
2.1. Scope of Services
Consultant shall provide professional services to Client as agreed upon and described in Exhibit A attached hereto (the "Services") during the term of this Agreement. Consultant shall provide Services in accordance with the standards of care generally applicable to the Consultant's profession.
2.2. Cooperation
Client shall provide Consultant with the necessary assistance, direction, materials, access, and other relevant information required for the satisfactory and timely performance of the Services.
3. Compensation
3.1. Fees
As full compensation for the Services rendered, Client shall pay Consultant a fee of [Insert Fee Amount] USD per [Hour, Day, Week or as Applicable]. Payment of fees shall be made in accordance with the payment terms set forth in Exhibit B attached hereto.
3.2. Expenses
Client shall reimburse Consultant for all reasonable and approved out-of-pocket expenses directly related to the performance of the Services. Such expenses include, but are not limited to, travel expenses, meals, and software licensing fees. Expense reimbursement shall be made in accordance with the reimbursement policy set forth in Exhibit B attached hereto.
4. Confidentiality
4.1. Confidential Information
During the performance of the Services, both Parties may disclose information to each other that is considered confidential and proprietary ("Confidential Information"). Confidential Information includes, but is not limited to, trade secrets, patents, business plans, financial data, and proprietary technologies.
4.2. Non-Disclosure
Each Party shall not disclose, use, reproduce, or otherwise disseminate any Confidential Information belonging to the other Party without obtaining the written consent of the disclosing Party. This obligation shall continue for a period of two (2) years after the termination of this Agreement.
5. Intellectual Property
5.1. Ownership
Upon completion of the Services and full payment of all amounts due under this Agreement, all rights to and ownership of any copyrightable works, ideas, inventions, discoveries, or improvements developed or conceived in connection with the Services will be the property of Client.
5.2. License
Consultant hereby grants Client a nonexclusive, worldwide, perpetual, and royalty-free license to use any pre-existing materials, software, or technology owned by Consultant and required for the performance of the Services.
6. Termination
6.1. Termination for Convenience
Either Party may terminate this Agreement without cause by providing the other Party with thirty (30) days written notice of such termination.
6.2. Termination for Cause
Either Party may terminate this Agreement for cause upon written notice to the other Party if the other Party breaches any material terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach.
6.3. Effect of Termination
Upon termination of this Agreement, Consultant shall be entitled to compensation for all Services performed up to the date of termination and any approved expenses incurred. All Confidential Information shall be returned to the disclosing Party and any licenses granted under Section 5.2 shall survive termination of this Agreement.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the laws of the State of [Insert State].
8. Independent Contractor
Consultant shall perform the Services as an independent contractor and not as an employee or agent of Client. Neither Party has authority to bind or act on behalf of the other except as expressly stated in this Agreement.
9. Indemnification
Each Party shall indemnify, defend, and hold harmless the other Party, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, and expenses, including reasonable attorney fees, arising out of or relating to the negligent acts or willful misconduct of the indemnifying Party, its officers, directors, employees, or agents, in connection with the performance of this Agreement.
10. Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the commercial rules of the American Arbitration Association, and judgment on the award may be entered in any court having jurisdiction thereof.
11. Entire Agreement
This Agreement, together with Exhibits A and B, constitutes the entire understanding between the Parties with respect to the subject matter contained herein and supersedes all prior oral and written agreements, understandings, and representations. No amendment, change, or addition to this Agreement shall be effective or binding unless in writing and executed by the Parties.
12. Counterparts
This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement on the date first above written.
______________ ______________
Janice Parker John Doe
Consultant Client
Exhibit A: Scope of Services
[Insert Detailed Description of Services]
Exhibit B: Payment Terms
[Insert Payment and Reimbursement Terms]
Common Sections of a Consulting Agreement
In this Consulting Agreement, you will see the following sections:
- Parties and Recitals
- Consulting Services
- Compensation
- Confidentiality
- Intellectual Property
- Termination
- Governing Law
- Independent Contractor
- Indemnification
- Dispute Resolution
- Entire Agreement
- Counterparts
Analysis/Summary of each section
- Parties and Recitals : This section introduces the Consultant and the Client, and establishes the date of the agreement. It sets the foundation for the rest of the agreement.
- Consulting Services : This section outlines the specific services the Consultant will provide to the Client, as well as the Client's responsibilities in supporting the Consultant. It's like a roadmap for the work to be done.
- Compensation : This section details how much the Consultant will be paid for their services and how they will be reimbursed for expenses. It's like a price tag for the services provided.
- Confidentiality : This section explains how both parties must protect each other's confidential information, like trade secrets or financial data. It's like a promise to keep each other's secrets safe.
- Intellectual Property : This section establishes who owns the work created during the consulting engagement and grants the Client a license to use any pre-existing materials owned by the Consultant. It's like a transfer of ownership for the work created.
- Termination : This section explains how either party can end the agreement, either for convenience or for cause, and what happens when the agreement is terminated. It's like an exit plan for the relationship.
- Governing Law : This section states which laws will be used to interpret the agreement and resolve any disputes. It's like a rulebook for the agreement.
- Independent Contractor : This section clarifies that the Consultant is not an employee or agent of the Client and that neither party can bind the other. It's like a reminder of the boundaries between the two parties.
- Indemnification : This section requires each party to protect the other from any legal claims or damages resulting from their own negligence or misconduct. It's like a safety net for both parties.
- Dispute Resolution : This section outlines how any disputes between the parties will be resolved, typically through arbitration. It's like a plan for resolving disagreements peacefully.
- Entire Agreement : This section states that the agreement, along with any attached exhibits, is the complete understanding between the parties and supersedes any previous agreements. It's like a declaration that this is the final word on the matter.
- Counterparts : This section allows the agreement to be signed in separate copies, each of which is considered an original. It's like a way to make signing the agreement more convenient for both parties.
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