BUSINESS CONSULTING AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Client Name], of [Client Address] ("Client"),
AND
[Consultant Name], of [Consultant Address] ("Consultant").
WHEREAS
- The Client wishes to engage the Consultant to provide certain business consulting services; and
- The Consultant agrees to provide such services under the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 "Services" means the consulting services described in Schedule A attached hereto or as otherwise agreed in writing by the parties.
1.2 "Deliverables" means any reports, analyses, recommendations, or other materials to be provided by the Consultant as specified in Schedule A.
2. SCOPE OF SERVICES
2.1 The Consultant shall provide the Services to the Client as described in Schedule A.
2.2 The Consultant shall use reasonable skill, care, and diligence in performing the Services.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on [Effective Date] and continue until [End Date] or completion of the Services, unless terminated earlier as provided herein.
3.2 Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
3.3 Either party may terminate this Agreement immediately if the other party materially breaches any provision of this Agreement and fails to remedy such breach within [Remedy Period Days] days after receiving written notice of the breach.
3.4 Upon termination, the Client shall pay the Consultant for all Services performed and approved expenses incurred up to the date of termination.
4. FEES AND PAYMENT
4.1 The Client agrees to pay the Consultant fees as set out in Schedule B.
4.2 Payment shall be made within [Payment Terms, e.g., 30 days] of receipt of a valid invoice from the Consultant.
4.3 The Client shall reimburse the Consultant for pre-approved, reasonable expenses incurred in connection with the Services, provided that the Consultant provides appropriate receipts or documentation.
5. CONFIDENTIALITY
5.1 Each party agrees to keep confidential all information obtained from the other party in connection with this Agreement, except as required by law or with the other party's prior written consent.
5.2 This clause shall survive termination of this Agreement.
6. INTELLECTUAL PROPERTY
6.1 Unless otherwise agreed in writing, all intellectual property rights in Deliverables created by the Consultant under this Agreement shall belong to [choose: the Client / the Consultant]. [Parties should specify ownership in Schedule A or by written amendment.]
6.2 Each party retains ownership of its pre-existing intellectual property.
7. INDEPENDENT CONTRACTOR
7.1 The Consultant is engaged as an independent contractor. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture between the parties.
8. WARRANTIES AND LIABILITY
8.1 The Consultant warrants that the Services will be performed in a professional and workmanlike manner.
8.2 Except as expressly provided in this Agreement, the Consultant makes no other warranties, express or implied.
8.3 The Consultant's liability for any claim arising under this Agreement shall be limited to the amount of fees paid by the Client to the Consultant under this Agreement.
9. NON-SOLICITATION
9.1 During the term of this Agreement and for [Non-Solicitation Period, e.g., 12 months] thereafter, neither party shall, without the other party's prior written consent, directly solicit for employment any employee or contractor of the other party involved in the performance of this Agreement.
10. NOTICES
10.1 Any notice required or permitted to be given under this Agreement shall be in writing and delivered to the addresses listed above (or such other address as may be notified in writing).
11. GOVERNING LAW
11.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
12. ENTIRE AGREEMENT
12.1 This Agreement, including any schedules or attachments, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or representations.
12.2 Any amendment to this Agreement must be in writing and signed by both parties.
13. SEVERABILITY
13.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. COUNTERPARTS
14.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
SCHEDULES
- Schedule A: Description of Services and Deliverables
- Schedule B: Fees, Expenses, and Payment Terms
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CLIENT:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
CONSULTANT:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
