This Consulting Agreement ("Agreement") is entered into as of [DATE] by and between [CONSULTANT NAME] ("Consultant"), an individual residing in [CITY, STATE], and [CLIENT NAME] ("Client"), a [STATE/REGION] corporation.
 
WHEREAS, Client desires to engage Consultant to provide certain consulting services; and
 
WHEREAS, Consultant desires to provide such consulting services to Client in accordance with the terms and conditions set forth herein;
 
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, Consultant and Client agree as follows:
 
1. Services. Consultant agrees to provide to Client the consulting services described in Exhibit A attached hereto and incorporated herein by reference (the "Services"). The Services shall be performed in a professional and workmanlike manner and in accordance with the highest industry standards.
 
2. Term. The term of this Agreement shall commence on the effective date hereof and shall continue until terminated by either party upon [NUMBER] days' written notice to the other party.
 
3. Compensation. Client shall pay Consultant for the Services provided under this Agreement at the rate of [RATE] per hour. Consultant shall submit monthly invoices to Client for the Services performed during the preceding month, and Client shall pay such invoices within [NUMBER] days of receipt.
 
4. Expenses. Consultant shall be responsible for all expenses incurred in connection with the performance of the Services, including but not limited to travel expenses, unless otherwise agreed to in writing by Client.
 
5. Confidentiality. Consultant acknowledges that during the course of providing the Services, Consultant may have access to confidential and proprietary information of Client, including but not limited to customer lists, pricing information, financial information, marketing strategies, and business plans. Consultant agrees to maintain the confidentiality of such information and to not use or disclose such information to any third party during or after the term of this Agreement.
 
6. Ownership of Work Product. Consultant agrees that any and all work product created or developed by Consultant in connection with the Services shall be the sole and exclusive property of Client. Consultant hereby assigns to Client all right, title, and interest in and to such work product, and agrees to execute any documents reasonably requested by Client to effectuate such assignment.
 
7. Termination. Either party may terminate this Agreement upon [NUMBER] days' written notice to the other party. Upon termination of this Agreement, Consultant shall immediately cease providing the Services and shall return all materials and documents containing or relating to the Services to Client.
 
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without giving effect to any choice or conflict of law provision or rule.
 
9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties relating to the subject matter of this Agreement.
 
10. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
 
11. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of such party's right to thereafter enforce and compel strict compliance with every provision of this Agreement.
 
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Consultant, Client, and their respective successors and assigns.
 
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first above written.
 
[CONSULTANT NAME]
 
_______________________________
 
Signature
 
Print Name: ______________________
 
Date: ____________________________
 
[CLIENT NAME]
 
By: ___________________________
 
Name: ___________________________
 
Title: ___________________________