CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made on [date] between [Client name], with address at [address] (the "Client"), and [Consultant name], with address at [address] (the "Consultant").
1. Services
The Consultant will provide the following services: [description of the project, deliverables and milestones] (the "Services"). Additional work requires a written change order signed by both parties.
2. Term
This Agreement starts on [start date] and ends on [end date] or when the Services are completed, whichever comes first.
3. Fees
The Client will pay the Consultant [amount per hour / fixed fee of amount / monthly retainer of amount]. The Consultant will invoice [monthly / at each milestone], with a breakdown of hours or deliverables. Invoices are due within [15] days.
4. Expenses
The Client will reimburse travel and other expenses approved in writing in advance, against receipts.
5. Independent contractor
The Consultant is an independent contractor, not an employee. The Consultant decides how, when and where to perform the Services, uses their own tools and pays their own taxes and insurance. The Consultant may work for other clients.
6. Ownership of work
On full payment, the Client will own the deliverables created specifically for the Client under this Agreement. The Consultant keeps ownership of their pre-existing tools, methods and know-how and grants the Client a non-exclusive license to use them as part of the deliverables.
7. Confidentiality
The Consultant will keep the Client’s non-public information private during this Agreement and for [3] years after it, and use it only to perform the Services.
Under 18 U.S.C. 1833(b), an individual is immune from liability under 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 court filing made under seal.
8. No conflict
The Consultant confirms that this Agreement does not breach any other agreement the Consultant has signed.
9. Liability
The Consultant’s total liability under this Agreement is limited to the fees paid in the [6] months before the claim, except for fraud or willful misconduct.
10. Termination
Either party may end this Agreement with [15] days’ written notice. The Client will pay for Services performed and approved expenses incurred up to the end date.
11. General terms
This Agreement is governed by the laws of [state]. It is the entire agreement between the parties. The parties agree to sign electronically, with the same effect as a handwritten signature.
CLIENT Signature: ______________________ Name: [full name] Title: [title] Date: [date] | CONSULTANT Signature: ______________________ Name: [full name] Date: [date] |
