Consulting Agreement

The Consultant agrees to provide the following services to the Client:

3.1 Term

This Agreement shall commence on [Start Date] and shall continue until [End Date], unless terminated earlier in accordance with the provisions of this Agreement.

3.2 Termination

Either party may terminate this Agreement upon [Number of Days] days' written notice to the other party. In the event of termination, the Consultant shall be compensated for all services performed up to the date of termination.

4.1 Fees

The Client agrees to pay the Consultant [Rate/Amount] for the services rendered under this Agreement.

4.2 Expenses

The Client shall reimburse the Consultant for all reasonable and necessary expenses incurred in connection with the performance of services, subject to prior written approval by the Client.

The Consultant acknowledges that during the engagement, they may have access to confidential and proprietary information of the Client. The Consultant agrees to:

• Maintain the confidentiality of all such information
• Not disclose such information to any third party without prior written consent
• Use such information solely for the purpose of performing services under this Agreement
• Return or destroy all confidential information upon termination of this Agreement

This obligation shall survive the termination of this Agreement and continue for a period of [Number of Years] years thereafter.

All work product, deliverables, and materials created by the Consultant in the course of performing services under this Agreement shall be the exclusive property of [Client/Consultant]. The Consultant hereby assigns all rights, title, and interest in such work product to the Client.

Pre-existing intellectual property of the Consultant shall remain the property of the Consultant, subject to a license granted to the Client for use in connection with the services provided.

The Consultant is an independent contractor and not an employee, partner, or joint venturer of the Client. The Consultant shall:

• Be responsible for all taxes, insurance, and benefits
• Have sole control over the manner and means of performing the services
• Not be entitled to any employee benefits from the Client
• Be responsible for compliance with all applicable laws and regulations

To the maximum extent permitted by law, the Consultant's total liability arising out of or related to this Agreement shall not exceed the total amount of fees paid by the Client to the Consultant under this Agreement. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages.

10.1 Governing Law

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

10.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.

10.3 Amendments

This Agreement may only be amended or modified by a written instrument signed by both parties.

10.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.