1. Introduction & Scope

Provide a brief description of the project, including any necessary background information, and why the services are needed by Client.

Provide a brief description outlining what the Contractor anticipates accomplishing. This section should not include detailed tasks or deliverables but rather what is and is not within the scope of the project.

2. Services

Consultant agrees to provide Client the following
services and/or deliverables:

• Service 1
• Service 2

3. Rate of Payment for Services

In consideration of the services to be provided, Client shall pay Contractor
in accordance with the following schedule:

[Quote Block]

4. Invoicing, Payment, and Taxes

Contractor will bear all of its own costs and expenses. Payment shall be made __ days after Client receives an undisputed invoice describing the relevant (a) Services and Deliverables, (b) fees and (c) taxes Contractor is legally required to collect from Client. Client may withhold full or partial payment of any invoice to reflect any liability, debt or other obligation that Contractor owes to Client

5. No Relationship

Neither Contractor nor their staff are or will be employees of Client, and nothing in this Agreement creates any employment or other relationship between Client and Contractor or their staff. Contractor will have sole responsibility for all applicable benefit plans, workers compensation and any taxes and withholdings with respect to compensation paid to Contractor and its staff.

6. Confidential Information

Contractor will not use any “Confidential Information” for any purpose other than as needed to perform Contractor's obligations under this Agreement. Contractor will hold all Confidential Information in strict confidence and will not disclose any Confidential Information to any person other than to Contractor's employees and representatives who: (a) have a need to know, (b) have been advised of the confidential and proprietary nature of the Confidential Information and (c) have signed a written agreement that is as protective of the Confidential Information as that set forth in this Section.

When Contractor has fully performed Contractor's obligations under this Agreement, or at any other time upon Client's request, Contractor will return to Client (or at Client's option, destroy) all Confidential Information in tangible form that is in Contractor's possession.

The term “Confidential Information” means all information and materials relating to Client's or its Affiliates' business, in whatever form or medium, disclosed to or received by Contractor, whether visually, by perception, orally or in writing, whether disclosed before, on or after the Agreement Effective Date and whether or not specifically marked or otherwise identified as “Confidential” or “Proprietary,” including, without limitation, all summaries and notes prepared by or on behalf of Contractor, except that Confidential Information does not include any information Contractor demonstrates: (a) has become generally available to the public without breach of this Agreement, (b) Contractor later received from another person who did not violate any duty of confidentiality or (c) Contractor developed without use of any Confidential Information by persons who were not exposed to the Confidential Information.

7. Use of Work Product

Except as specifically set forth in writing and signed by all parties, Consultant shall possess all copyright and patent rights with respect to all materials developed under this agreement and any statements of work, and Client is hereby granted a non-exclusive license to use and employ such materials within the scope of their business.

8. Disputes

The parties agree that any disputes arising out of or relating to this agreement shall be submitted to arbitration conducted by the American Arbitration Association in accordance with their rules and the parties shall equally defray the arbitrators' fees.

The final arbitration decision shall be enforceable through the courts of the state of [Client.State]. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this section 8 were not a part hereof.

9. Liability

Consultant warrants to Client that the materials and services to be delivered or provided hereunder, will be performed by qualified personnel. Special requirements for standard of work product or format shall be attached as an additional Exhibit and executed by all parties. Consultant makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or merchantability.

In no event shall Consultant be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Consultant in advance or could have been reasonably foreseen by Consultant, and in the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to Client shall be limited to the cost of services.

10. Entire Agreement

This agreement constitutes the entire agreement between the parties hereto with respect to the the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Client acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

11. Applicable Law

This Agreement shall be construed in accordance with and governed by the laws of the state of {{Client.BillingAddress.State}}.

12. Additional Work

Any additional work outside of the services detailed herein shall be detailed in a Statement of work and signed by all parties.

13. Notices

All notices, requests, consents, claims, demands, waivers, and other communications (each, a “Notice”) must be in writing and addressed to the Parties at the specified addresses. Notices can be delivered by personal delivery, overnight courier, facsimile, email, or certified/registered mail. A Notice is effective upon receipt by the receiving Party, provided the Party giving the Notice has met the requirements of this Section.

(i) Notices to Client should be sent to: {{Client.BillingAddress.Street}} {{Client.BillingAddress.Street2}} {{Client.BillingAddress.City}} {{Client.BillingAddress.State}} {{Client.BillingAddress.Country}} {{Client.BillingAddress.Zipcode}} {{Client.Email}}

(ii) Notices to Consultant should be sent to: {{MyCompany.BillingAddress.Street}} {{MyCompany.BillingAddress.Street2}} {{MyCompany.BillingAddress.City}} {{MyCompany.BillingAddress.State}} {{MyCompany.BillingAddress.Country}} {{MyCompany.BillingAddress.Zipcode}} {{MyCompany.Email}}

14. Termination

This Agreement may be terminated at any time by providing the other party (Number of days) days written notice. Upon termination Contractor will immediately stop work on the Project, and Client's sole liability will be to pay Contractor all undisputed amounts owing under this Agreement and any outstanding Statements of Work for Services performed as of the date of notice of termination. Contractor will deliver to Client any raw materials, components, work in process or finished Deliverables Client pays for under this provision.

15. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

[Signature Block] [Date]	[Signature Block] [Date]
{{Document.Owner.Name}} {{Document.Owner.JobTitle}} {{MyCompany.Name}}	{{Client.Contact1.Name}} {{Client.Contact1.JobTitle}} {{Client.Name}}