Consulting Services Agreement
This Consulting Services Agreement is to be used when a Consultant will be
providing professional consulting services. This document lays out the terms and
conditions of hiring a consultant to perform specific tasks. This document is a
general and universal agreement suitable for nearly all types of consulting services.
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Attorney Drafted
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (hereinafter “Agreement”) is made as of ____
[Month] ____ [Date], 20____, by and between ________________________ [Instruction: Insert the
name of client], having address at _________________________ [Instruction: Insert address of
the independent client] (hereinafter “Client”), and ________________________ [Instruction:
Insert the name of consultant] having address at _________________________ [Instruction:
Insert address of the independent consultant] (hereinafter “Consultant”). The Client and
the Consultant may individually be referred to as “Party”, or, collectively as “Parties”.
WHEREAS, Consultant agrees to provide the services, as more fully defined below, to
Client;
WHEREAS, Client agrees to pay to Consultant the consultant services fee, as more fully
defined below;
NOW, THEREFORE, in consideration of the premises and mutual obligations contained
herein, and intending to be legally bound, the parties hereto agree as follows:
1. Services.
Consultant shall perform the duties and tasks outlined in the table attached to this
Agreement as Exhibit A (the “Services”). The Services may include a development
schedule and milestones.
2. Payment.
Client shall pay the consulting services fee as outlined in the table attached to this
Agreement as Exhibit B, and shall pay such consulting services fee according to the
services fee payment schedule (if applicable) as outlined in the table attached to this
Agreement as Exhibit C.
3. Termination.
Either Party may without cause terminate this Agreement by delivering to the other
Party written notice via U.S. Mail, facsimile, or personal delivery (but not by electronic
mail transmission) expressing a desire to terminate this Agreement (a “Termination
Notice”). Termination shall be effective immediately upon receipt of a Termination
Notice.
4. Representations and Warranties.
The Parties to this Agreement make the following representations and warranties:
a. Both Parties represent and warrant to the other Party that they have the full power
to enter into this Agreement without restriction.
b. This Agreement shall not establish an employer/employee relationship between the
Parties. Consultant shall be an independent contractor and shall not enjoy the
benefits normally afforded to employees provided either by Client’s policy or by law.
c. Consultant shall not include in the material (as defined in Paragraph7, below) any
copyrights, trade secrets, trademarks, service marks, patents, or other property that
to the Consultant’s knowledge would or might infringe on the rights of third parties.
d. Consultant shall not be an agent or representative of Client, except as specifically
defined in this Agreement. Consultant shall have no authority to, and shall not
attempt to, bind Client to contracts with third parties.
5. Confidential Information.
Neither Party shall, at any time, either directly or indirectly, use for its own benefit, nor
shall it divulge, disclose, or communicate any information received from the other Party
that has been identified as confidential. Both Parties agree to execute standard
nondisclosure agreements in connection with this Agreement.
6. Copyrights.
a. The Consultant acknowledges that he has no right to or interest in the work or
product resulting from the Services performed hereunder, or any of the
documents, reports or other materials created by the Consultant in connection
with such Services, nor any right to or interest in any copyright therein. The
Consultant acknowledges that the Services and the products thereof (hereinafter
referred to as the “Materials”) have been specially commissioned or ordered by
the Company as “works made-for-hire” as that term is used in the Copyright Law
of the United States, and that the Company is therefore to be deemed the author
of and is the owner of all copyrights in and to such Materials.
b. In the event that such Materials, or any portion thereof, are for any reason
deemed not to have been works made-for-hire, the Independent Contractor
hereby assigns to the Client any and all right, title, and interest Consultant may
have in and to such Materials, including all copyrights, all publishing rights, and
all rights to use, reproduce, and otherwise exploit the Materials in any and all
formats or media and all formats or media and all channels, whether now known
or hereafter created. The Consultant agrees to execute such instruments as the
Client may from time to time deem necessary or desirable to evidence, establish,
maintain, and protect the Client’s ownership of such Materials, and all other
rights, title, and interest therein.
7. Limitation of Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE,
INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY
TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON
THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN
WARNED OR WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
9. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, (i) the remaining provisions shall continue to be valid and enforceable; or (ii) if
by limiting such provision it would become valid and enforceable, then such provision
shall be deemed to be written, construed, and enforced as so limited.
10. Governing Law
This Agreement shall be governed by the laws of the State of Kansas. This Agreement is
to be performed in (and venue shall lie exclusively in) ________________________
[Instruction: Insert the County], Kansas. This Agreement shall not be strictly
construed against any Party to this Agreement. Any controversy or claim arising out of
or relating to this Agreement, or the breach thereof, shall be resolved by either (i)
adjudication in a small claims court (subject to jurisdictional limitations) or (ii) in
binding arbitration administered under the rules of the American Arbitration
Association in accordance with its applicable rules.
11. Entire Agreement.
This Agreement, including all exhibits incorporated herein by reference, constitutes the
entire Agreement of the Parties with respect to the subject matter hereof, and
supersedes and replaces all prior and contemporaneous understandings or agreements,
written or oral, regarding such subject matter.
12. Amendments
No amendment or modification of this Agreement shall be valid and binding on the
Parties unless in writing and duly executed by the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day
and year set forth above.
CONSULTANT CLIENT
____________________ ____________________
Signature Signature
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your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
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