Consulting agreement template (US)

Consulting Agreement

This Consulting Agreement is made on Effective Date between Company Name ("Company") and Consultant Name ("Consultant").

1. Engagement

Company engages Consultant to advise on Consulting Subject. Scope and deliverables: Scope and Deliverables.

2. Fees

Company will pay Consulting Fee and Basis and approved expenses, within Payment Days days of each invoice.

3. Relationship

Consultant is an independent contractor, not an employee, and controls how the work is done. Consultant is responsible for its own taxes and receives no employee benefits. Consultant will give a Form W-9 where applicable.

4. Work Product

On payment, Consultant assigns to Company all rights in the written deliverables. Consultant keeps its general know-how and pre-existing materials, and grants Company a non-exclusive license to any built into the deliverables.

5. Confidentiality

Consultant will keep Company's non-public information confidential during this engagement and for Confidentiality Years years afterward, and for trade secrets as long as they remain so. Under 18 U.S.C. § 1833(b), an individual will not be held liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a document filed under seal in a lawsuit or other proceeding.

6. Conflicts

Consultant will tell Company of any conflict of interest. Consultant may serve other clients as long as this Agreement's confidentiality duties are kept.

7. No Guarantee of Results

Consultant will use professional care but does not guarantee any particular outcome. Advice is for Company's business judgment, and is not legal, tax or accounting advice unless Consultant is licensed and agrees to give it.

8. Liability

Consultant's total liability is limited to the fees paid in the Liability Months months before the claim, except for fraud, gross negligence, or willful misconduct. Neither party is liable for indirect or consequential damages.

9. Term

This Agreement runs from the Effective Date until End Date. Either party may end it on Termination Notice Days days' written notice. Company will pay for work done up to termination.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses the parties give each other in writing, by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Company | Consultant |

| --- | --- |

| Signature: Company Signature | Signature: Consultant Signature |

| Name: Company Printed Name | Name: Consultant Printed Name |

| Date: Company Signing Date | Date: Consultant Signing Date |