Consulting Agreement Template

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement") is made on between:

Client: , located at ("Client"); and

Consultant: , located at ("Consultant").

1. CONSULTING SERVICES

The Consultant will provide the following advisory/consulting services (the "Services"):

The Consultant will perform the Services with reasonable skill, care, and professionalism. Any work outside this scope will be agreed separately in writing, including any effect on fees.

2. TERM

This Agreement begins on and continues until or until terminated under the Termination section below.

3. COMPENSATION

The Client will pay the Consultant .

Invoices are payable within days of receipt. Overdue amounts may accrue a late fee of .

4. EXPENSES

The Client will reimburse pre-approved, reasonable expenses incurred by the Consultant in performing the Services. For any single expense over , the Consultant will obtain the Client's written approval before incurring it.

5. INVOICE DISPUTES

If the Client disputes any part of an invoice, the Client must notify the Consultant in writing within days of receiving it and explain the reason. Any amount not disputed within that period is treated as accepted and remains due. Both parties will work in good faith to resolve any invoice dispute promptly.

6. INDEPENDENT CONTRACTOR

The Consultant is an independent contractor, not an employee, partner, or agent of the Client, and nothing in this Agreement creates an employer-employee relationship. The Consultant is responsible for their own income taxes, national insurance or social security contributions, and any other statutory payments, and the Client will not withhold any such amounts on the Consultant's behalf. The Consultant is not entitled to employee benefits and has no authority to bind the Client or incur obligations on its behalf. The Consultant is responsible for directing and controlling how the Services are performed.

7. NON-EXCLUSIVITY

This Agreement is non-exclusive. The Consultant may provide similar services to other clients, provided doing so does not breach the confidentiality obligations below.

8. CONFIDENTIALITY

The Consultant will keep confidential all non-public information of the Client and will not use or disclose it except to perform the Services, during and after this Agreement. On the Client's request, or when this Agreement ends, the Consultant will return or securely destroy all confidential materials and copies in their possession and, if asked, confirm in writing that this has been done.

9. INTELLECTUAL PROPERTY

Upon full payment, work product created specifically for the Client under this Agreement belongs to the Client. The Consultant retains ownership of pre-existing methods, tools, and know-how, and grants the Client a license to use them as part of the deliverables.

10. WARRANTIES

The Consultant warrants that the Services will be their original work and performed in line with professional standards. The Consultant does not guarantee any particular business result.

11. INSURANCE

The Consultant is responsible for arranging and maintaining any insurance appropriate for the Services, such as professional indemnity (errors and omissions) or general liability cover. On the Client's reasonable request, the Consultant will provide evidence of the insurance it holds.

12. LIMITATION OF LIABILITY

Except for breaches of confidentiality, the Consultant's total liability under this Agreement will not exceed the total fees paid by the Client. Neither party is liable for indirect or consequential losses.

13. INDEMNIFICATION

The Consultant will indemnify and hold the Client harmless from third-party claims, damages, losses, or reasonable legal costs arising from the Consultant's negligence, willful misconduct, or breach of this Agreement. Each party remains responsible for the consequences of its own acts and omissions.

14. TERMINATION

Either party may terminate this Agreement with days' written notice. The Client will pay for all Services performed up to the termination date. Confidentiality and IP terms survive termination.

15. DISPUTE RESOLUTION

If a dispute arises out of this Agreement, the parties will first try to resolve it through good-faith negotiation. If they cannot resolve it within a reasonable time, they will attempt mediation before starting court proceedings. If mediation does not resolve the dispute, either party may bring the matter before the courts identified in the Governing Law section.

16. FORCE MAJEURE

Neither party is responsible for delays or failures in performing its obligations caused by events beyond its reasonable control, such as natural disasters, fire, flood, war, civil unrest, epidemics, or power and internet outages. The affected party will notify the other as soon as reasonably possible and resume performance once the event has passed.

17. LEGAL FEES

If legal action is necessary to enforce this Agreement, the prevailing party is entitled to recover its reasonable costs and legal fees, in addition to any other relief awarded.

18. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

19. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of .

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the parties have signed this Agreement.