CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Client"), and
[Party B], a corporation ("Consultant").
The Client wishes to engage the Consultant as an independent advisor, and the Consultant wishes to provide those services, on the terms of this Agreement.
1. Services. The Consultant will provide the following advisory services: [description of the consulting services] (the "Services"). The Consultant will perform the Services in a professional manner and the Client will give timely access to the people and information the Consultant reasonably needs.
2. Term. This Agreement begins on the Effective Date and continues until the Consultant completes the services, unless ended earlier.
3. Fees. The Client will pay the Consultant [fees]. The Consultant will invoice monthly in arrears unless the Parties agree otherwise, and the Client will pay undisputed invoices within 30 days.
4. Independent Contractor. The Consultant is an independent contractor, not an employee, partner, or agent of the Client. The Consultant controls how the Services are performed, is responsible for its own taxes, and is not entitled to employee benefits.
5. Work Product. Advice and written work product created for the Client under this Agreement is assigned to the Client on payment of the related fees. The Consultant keeps pre-existing tools and methodologies and grants the Client a license to use them as needed to use that work product.
6. Confidentiality. Each Party will keep the other's non-public business information confidential and use it only to perform this Agreement, except for information that is public, independently developed, or required to be disclosed by law.
7. Indemnity. The Consultant will defend the Client against a third-party claim arising from the Consultant's negligence, willful misconduct, or a claim that the work product infringes that third party's intellectual property, and will pay damages finally awarded or a settlement the Consultant approves.
8. Limitation of Liability. Neither Party is liable for consequential, special, or lost-profit damages. Each Party's total liability under this Agreement is limited to the fees paid in the 12 months before the claim, except for the Consultant's defense duty above, a Party's fraud, a breach of confidentiality, or liability that cannot be limited by law.
9. Insurance. The Consultant will keep commercial general liability insurance of at least $1 million per claim and will give the Client a certificate on request.
10. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
11. General. This Agreement is the entire agreement about the engagement, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Client: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Consultant: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]