CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made and entered into as of [Effective Date] ("Effective
Date"), by and between [Client Name], a [Client Entity Type] organized and existing under the laws
of [Client Jurisdiction], with its principal place of business located at [Client Address] ("Client"), and
[Consultant Name], a [Consultant Entity Type or Individual] organized and existing under the laws of
[Consultant Jurisdiction], with its principal place of business located at [Consultant Address]
("Consultant"). Client and Consultant may be referred to herein individually as a "Party" and
collectively as the "Parties."
WHEREAS, Client desires to retain Consultant to provide certain consulting services, and Consultant
desires to provide such services to Client, all on the terms and conditions set forth in this Agreement;
andWHEREAS, the Parties wish to set forth their understanding regarding the provision of such
services.

1. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
1.1 Confidential Information
"Confidential Information" means any and all non-public information, whether written or oral,
disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which
is designated as confidential or which, by its nature, would reasonably be understood to be
confidential. Confidential Information includes, but is not limited to, trade secrets, business plans,
financial information, customer lists, technical data, product designs, and marketing strategies.
Confidential Information does not include information that (a) is or becomes publicly available
through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its
disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third
party without restriction as to disclosure; or (d) is independently developed by the Receiving
Party without use of or reference to the Disclosing Party's Confidential Information.
1.2 Services
"Services" means the consulting services to be provided by Consultant to Client as described in
Section 2 of this Agreement and any attached Statement of Work.
1.3 Work Product
"Work Product" means all deliverables, reports, analyses, data, designs, software, documentation,
and other materials prepared by Consultant in the course of performing the Services.

2. Scope of Services
Consultant agrees to provide the consulting services to Client as generally described herein and more
specifically detailed in any Statement of Work ("SOW") attached hereto as Schedule A, which may be
amended from time to time by mutual written agreement of the Parties. Each SOW shall describe the
specific Services to be performed, the deliverables, the timeline for performance, and any specific fees
or expenses related thereto. In the event of any conflict between the terms of this Agreement and an
SOW, the terms of this Agreement shall prevail unless the SOW expressly states otherwise.

3. Term
This Agreement shall commence on the Effective Date and shall continue in full force and effect until
terminated by either Party in accordance with Section 14 (Termination) herein, or until all Services
under all SOWs have been completed and all payments have been made, whichever is later.

4. Compensation
Client shall pay Consultant for the Services performed at the rates and in the manner set forth in each
applicable SOW. Unless otherwise specified in an SOW, Client shall pay Consultant within [Number]
days of receipt of a valid invoice from Consultant. All payments shall be made in [Currency].

5. Expenses
Consultant shall be responsible for all expenses incurred in connection with the performance of the
Services, unless otherwise agreed in writing by Client. If Client agrees to reimburse Consultant for
expenses, such expenses must be pre-approved by Client and supported by appropriate
documentation. Reimbursable expenses shall be billed at cost, without markup.

6. Confidentiality
The Receiving Party agrees to hold the Disclosing Party's Confidential Information in strict
confidence and not to disclose it to any third party or use it for any purpose other than as necessary to
perform its obligations under this Agreement. The Receiving Party shall take all reasonable steps to
protect the confidentiality of the Disclosing Party's Confidential Information, no less than the steps it
takes to protect its own proprietary information of a similar nature. The Receiving Party may disclose
Confidential Information to its employees, agents, or subcontractors who have a need to know such
information for the purpose of performing this Agreement, provided that such individuals are bound
by confidentiality obligations no less stringent than those contained herein. This obligation of
confidentiality shall survive the termination or expiration of this Agreement for a period of [Number]
years.

7. Intellectual Property
All Work Product created by Consultant in the course of performing the Services under this
Agreement shall be considered "works made for hire" to the extent permitted by law. To the extent
that any Work Product is not deemed a "work made for hire," Consultant hereby assigns, transfers,
and conveys to Client all right, title, and interest in and to such Work Product, including all
intellectual property rights therein. Consultant agrees to execute any documents reasonably requested
by Client to perfect Client's ownership of the Work Product.

8. Representations and Warranties

Consultant represents and warrants that: (a) it has the full power and authority to enter into this
Agreement and to perform its obligations hereunder; (b) the Services will be performed in a
professional and workmanlike manner, consistent with industry standards; (c) the Services and Work
Product will not infringe upon the intellectual property rights of any third party; and (d) it will comply
with all applicable laws and regulations in performing the Services.

9. Independent Contractor Status

Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant
shall have no authority to bind Client to any agreement or obligation. Consultant shall be solely
responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort,
including, but not limited to, Workers' Compensation, unemployment insurance, and Social Security,
with respect to Consultant's employees. Consultant shall not be entitled to participate in any employee
benefit plans of Client.

10. Indemnification
Consultant shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and
agents from and against any and all claims, damages, liabilities, costs, and expenses (including
reasonable attorneys' fees) arising out of or in connection with: (a) any breach by Consultant of its
representations, warranties, or obligations under this Agreement; (b) any gross negligence or willful
misconduct of Consultant; or (c) any claim that the Work Product infringes upon the intellectual
property rights of a third party.

11. Limitation of Liability

EXCEPT FOR OBLIGATIONS OF INDEMNIFICATION OR BREACHES OF
CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF CONSULTANT TO CLIENT
UNDER THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE
FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL FEES PAID BY
CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE [Number] MONTHS
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Termination
Either Party may terminate this Agreement: (a) for convenience, upon [Number] days' prior written
notice to the other Party; or (b) immediately upon written notice if the other Party materially breaches
any provision of this Agreement and fails to cure such breach within [Number] days after receiving
written notice thereof. Upon termination, Client shall pay Consultant for all Services properly
performed and expenses properly incurred up to the effective date of termination.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the
[State/Country], without regard to its conflict of laws principles.

14. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach,
termination, or validity thereof, shall be resolved by binding arbitration administered by [Arbitration
Association, e.g., American Arbitration Association] in accordance with its [Applicable Rules, e.g.,
Commercial Arbitration Rules], and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The arbitration shall take place in [City,
State/Country].

15. Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by facsimile
or e-mail (with confirmation of transmission), or (c) one business day after being sent by a nationally
recognized overnight courier service, to the addresses set forth below or to such other address as a
Party may designate by written notice to the other Party.

16. Entire Agreement

This Agreement, together with any SOWs, constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and
understandings, whether written or oral, relating to such subject matter.

17. Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless
in writing and signed by both Parties.

18. Waiver
The failure of either Party to enforce any provision of this Agreement shall not be construed as a
waiver of such provision or of the right to enforce such provision at a later time.

19. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions
shall remain in full force and effect.

20. Assignment
Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without
the prior written consent of the other Party, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, either Party may assign this Agreement without consent to an affiliate
or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

21. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Consulting Agreement as of the Effective
Date.
CLIENT: [Client Name] By: _____________________________ Name: [Client Signatory
Name] Title: [Client Signatory Title]
CONSULTANT: [Consultant Name] By: _____________________________ Name:
[Consultant Signatory Name] Title: [Consultant Signatory Title]
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