Consulting Services Agreement

This Consulting Services Agreement (“Agreement”) is made as of [date] between [Provider, address] (“Provider”) and [Client, address] (“Client”).

1. Services

Provider will perform the services described in one or more Statements of Work (“SOW”) that reference this Agreement. Each SOW is incorporated into this Agreement. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly states otherwise.

2. Fees & payment

Client will pay the fees stated in each SOW. Invoices are due within [15] days. Undisputed late amounts may accrue interest at [1%] per month or the maximum allowed by law. Fees exclude taxes, which are Client’s responsibility.

3. Confidentiality

Each party will protect the other’s non-public information, use it only to perform this Agreement, and disclose it only to those who need to know and are bound by similar obligations. These duties survive termination for [3] years.

4. Intellectual property

Provider retains ownership of its pre-existing materials, tools, and general know-how. Upon full payment for an SOW, Provider assigns to Client the deliverables created specifically for Client under that SOW, and grants Client a perpetual, non-exclusive license to any Provider pre-existing materials embedded in those deliverables for Client’s internal use.

5. Independent contractor

Provider is an independent contractor, not an employee, agent, or partner of Client. Each party is responsible for its own personnel, taxes, and expenses.

6. Warranties

Provider warrants that services will be performed in a professional and workmanlike manner. Except as stated, services and deliverables are provided “as is” and Provider disclaims all other warranties to the extent permitted by law.

7. 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 fees paid under the applicable SOW in the [12] months before the claim, except for breaches of confidentiality, IP infringement, or a party’s gross negligence or willful misconduct.

8. Term & termination

This Agreement continues until terminated. Either party may terminate for convenience on [30] days’ written notice, or immediately for material breach not cured within [15] days of notice. Client will pay for services performed and non-cancellable commitments made through termination.

9. Non-solicitation

During the term and for [12] months after, neither party will knowingly solicit for employment the other’s personnel directly involved in the services, excluding general advertising.

10. General

This Agreement is governed by the laws of [jurisdiction]. It is the entire agreement between the parties on this subject, supersedes prior discussions, and may be amended only in writing signed by both. Neither party may assign it without the other’s consent, except to a successor of its business. Notices must be in writing. It may be signed in counterparts, including electronically.