CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] by and between:

Client: [CLIENT LEGAL NAME], located at [CLIENT ADDRESS] ("Client")

Consultant: [CONSULTANT LEGAL NAME], located at [CONSULTANT ADDRESS] ("Consultant")

Client and Consultant are each a "Party" and together the "Parties."

1. SERVICES
Consultant will provide the following consulting services to Client (the "Services"):
[DESCRIBE THE SCOPE OF WORK, DELIVERABLES, AND ANY MILESTONES]

Any work outside this scope must be agreed by both Parties in writing before it begins.

2. TERM
This Agreement begins on [START DATE] and continues until [END DATE] or until the Services are completed, unless ended earlier under Section 9. [OPTIONAL: This Agreement will automatically renew for successive [RENEWAL PERIOD] terms unless either Party gives written notice of non-renewal at least [NUMBER] days before the end of the current term.]

3. FEES AND EXPENSES
Client will pay Consultant as follows:
[CHOOSE ONE: a fixed fee of [AMOUNT] / an hourly rate of [AMOUNT] per hour / a monthly retainer of [AMOUNT]]

Invoices are due within [NUMBER] days of the invoice date. Late amounts may accrue interest at [RATE]% per month or the maximum allowed by law, whichever is lower.

Client will reimburse reasonable, pre-approved out-of-pocket expenses, supported by receipts. [ADD OR DELETE EXPENSE TERMS AS NEEDED]

4. INDEPENDENT CONTRACTOR
Consultant is an independent contractor, not an employee, partner, or agent of Client. Consultant controls the manner and means of performing the Services and is responsible for their own taxes, insurance, tools, and benefits. Nothing in this Agreement creates an employment or partnership relationship.

5. CONFIDENTIALITY
Each Party may receive confidential information of the other, including business plans, client data, pricing, and technical information ("Confidential Information"). The receiving Party will keep Confidential Information secret, use it only to perform this Agreement, and not disclose it to others without consent. This obligation continues for [NUMBER] years after this Agreement ends. It does not apply to information that is public, already known, independently developed, or required to be disclosed by law.

6. INTELLECTUAL PROPERTY
On full payment of all amounts due, Consultant assigns to Client all rights in the deliverables created specifically for Client under this Agreement (the "Work Product"). Consultant retains ownership of any tools, methods, templates, or materials it owned or developed before or outside this Agreement ("Background IP") and grants Client a non-exclusive license to use any Background IP embedded in the Work Product. [ADJUST OWNERSHIP TERMS TO FIT YOUR ARRANGEMENT]

7. WARRANTIES
Consultant warrants that the Services will be performed in a professional and workmanlike manner and that the Work Product will not knowingly infringe the rights of any third party. Except as stated, the Services are provided without other warranties, express or implied.

8. LIMITATION OF LIABILITY
Neither Party is liable for indirect, incidental, or consequential damages. Each Party's total liability under this Agreement is limited to the total fees paid or payable under this Agreement, except for breaches of confidentiality or intellectual property obligations. [REVIEW THIS CLAUSE FOR YOUR JURISDICTION AND RISK TOLERANCE]

9. TERMINATION
Either Party may end this Agreement with [NUMBER] days' written notice. Either Party may end it immediately if the other materially breaches and does not cure the breach within [NUMBER] days of written notice. On termination, Client will pay for all Services performed and approved expenses incurred up to the termination date, and each Party will return or destroy the other's Confidential Information on request.

10. GENERAL
This Agreement is governed by the laws of [STATE / COUNTRY], without regard to conflict-of-laws rules. It is the entire agreement between the Parties on this subject and replaces any prior understandings. Any change must be in writing and signed by both Parties. If any provision is found unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other's written consent.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

CLIENT
Signature: ________________________
Name: [CLIENT SIGNATORY NAME]
Title: [TITLE]
Date: [DATE]

CONSULTANT
Signature: ________________________
Name: [CONSULTANT SIGNATORY NAME]
Title: [TITLE]
Date: [DATE]

This template is general information, not legal advice. Consult a qualified attorney before relying on it.