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What is Consulting Services Agreement?
Consulting Services Agreement Details consulting services and fees, specifying consulting scope, deliverables, payment terms, and confidentiality.
Sample template:
Consulting Services Agreement
This Consulting Services Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between Michael Bennet ("Consultant") and BrightFutures Corporation, a [State of Incorporation] corporation with an address at [Address] ("Client") (collectively, the "Parties").
1. Services and Scope
1.1. Scope of Services
Consultant shall provide Client with consulting services in the following areas (the "Services"): (1) Strategic Planning, (2) Financial Analysis, (3) Operational Efficiency, (4) Marketing and Branding, (5) Risk Management, (6) Change Management, and (7) Business Development. The specific tasks and deliverables are provided in Exhibit A, which is attached hereto and incorporated by reference.
2. Compensation and Payment Terms
2.1. Compensation for Services
Client shall pay Consultant a total fee of $[Total Fee] for the provision of the Services (the "Fee"), payable as follows: [payment terms, e.g., 50% upon execution of the Agreement and 50% upon completion of the Services].
2.2. Expenses
Reasonable, pre-approved, and documented out-of-pocket expenses incurred by Consultant in connection with the provision of the Services shall be reimbursed by Client.
2.3. Invoices
Consultant shall submit invoices to Client for the Fee and any reimbursable expenses, and Client shall pay all properly submitted invoices within [e.g., 30] days of receipt.
3. Term and Termination
3.1. Term
This Agreement shall commence on the Effective Date and continue until the completion of the Services or until terminated earlier in accordance with Section 3.2 (the "Term").
3.2. Termination
Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any term or condition of this Agreement and fails to cure such breach within [e.g., 14] days after receiving written notice of the breach.
4. Confidentiality
Consultant and Client acknowledge that, during the Term, each Party may have access to confidential and proprietary information of the other Party (the "Confidential Information"). Both Parties agree to maintain the confidentiality of the other Party's Confidential Information and not to disclose it to any third party without the written consent of the disclosing Party. Confidential Information shall not include information that is (a) already known to the receiving Party without restriction at the time of disclosure, (b) publicly known or becomes publicly known through no fault of the receiving Party or (c) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.
5. Intellectual Property
5.1. Ownership of Deliverables
Upon payment by Client, all ownership rights in any work product or deliverables resulting from the performance of the Services under this Agreement, including any copyrights, shall be the exclusive property of Client.
5.2. Consultant's Tools and Materials
Nothing in this Agreement shall be construed to transfer any rights in Consultant's pre-existing tools, methodologies, techniques, and materials used in providing the Services to Client (collectively, the "Consultant Tools"). Consultant grants Client a non-exclusive, royalty-free, and perpetual license to use any Consultant Tools that are incorporated into the deliverables.
6. Independent Contractor
Consultant's relationship with Client is that of an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee, partnership, or joint venture relationship between the Parties.
7.Indemnification
Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, and representatives from and against any losses, damages, liabilities, claims, actions, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to that Party's breach of this Agreement, negligence, or willful misconduct.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of [e.g., New York]. Any disputes arising out of or relating to this Agreement shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9. Entire Agreement
This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings, representations, or communications between the Parties with respect to such subject matter. This Agreement may be amended, modified or waived only by a written instrument signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date.
Consultant: Client:
______________________________ ______________________________
Michael Bennet By: [Authorized Representative]
Title: [Title]
BrightFutures Corporation
Common Sections of a Consulting Services Agreement
In this Consulting Services Agreement, you will see the following sections:
- Services and Scope
- Compensation and Payment Terms
- Term and Termination
- Confidentiality
- Intellectual Property
- Independent Contractor
- Indemnification
- Governing Law and Dispute Resolution
- Entire Agreement
Summary of each section:
- Services and Scope : This section outlines the specific consulting services the Consultant will provide to the Client. It's like a menu of services that the Consultant will perform, such as strategic planning, financial analysis, and marketing.
- Compensation and Payment Terms : This section explains how much the Client will pay the Consultant for their services and when the payments will be made. It also covers reimbursable expenses and the invoicing process. Think of it as the price tag and payment plan for the Consultant's services.
- Term and Termination : This section specifies how long the agreement will last and under what circumstances it can be terminated early. It's like the expiration date on a contract and the conditions for breaking up the agreement before it ends.
- Confidentiality : This section requires both parties to keep each other's confidential information secret. It's like a promise to not share each other's secrets with anyone else without permission.
- Intellectual Property : This section explains who owns the work products and deliverables created by the Consultant during the project. It also covers the use of the Consultant's pre-existing tools and materials. Think of it as the rules for who gets to keep and use the ideas and materials created during the project.
- Independent Contractor : This section clarifies that the Consultant is not an employee, partner, or joint venturer of the Client. It's like a statement that the Consultant is a separate business entity working for the Client, not a part of the Client's company.
- Indemnification : This section requires each party to protect the other from certain losses and damages caused by their actions. It's like a safety net that helps each party cover the costs if something goes wrong because of their actions.
- Governing Law and Dispute Resolution : This section specifies which laws apply to the agreement and how disputes will be resolved, such as through arbitration. It's like the rulebook and referee for any disagreements that might come up during the project.
- Entire Agreement : This section states that the agreement, along with any attached exhibits, is the complete understanding between the parties and replaces any previous discussions or agreements. It's like a statement that this contract is the final word on the parties' agreement, and any previous conversations or documents don't count anymore.
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