"Agreement" means this Consulting Agreement, including any written changes the parties sign under the General Terms section.

"Services" means the consulting services the Consultant agrees to provide to the Client, as described in the Services section, including any additional services the parties later agree to in writing.

"Deliverables" means the reports, presentations, recommendations, analyses, documents, and other work product that the Consultant creates specifically for the Client and hands over to the Client while performing the Services.

"Consultant Materials" means all tools, methods, templates, frameworks, processes, know-how, software, data, and other materials that the Consultant owned, developed, or licensed before the Effective Date, or develops outside of the Services, including any improvements to them, whether or not they are used in or built into the Deliverables.

"Client Materials" means the information, data, documents, trademarks, and other materials that the Client provides to the Consultant for use in performing the Services.

"Confidential Information" means any non-public business, technical, financial, or personal information that one party (the "Discloser") shares with the other party (the "Recipient") in connection with this Agreement, whether shared in writing, orally, electronically, or by any other means, if it is marked as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

"Retainer Fee" means the fixed monthly fee the Client pays the Consultant for the Services, as set out in the Fees and Payment section.

"Pre-Approved Expenses" means reasonable out-of-pocket costs that the Consultant incurs in performing the Services and that the Client has approved in advance in writing, including by email.

The Consultant will provide the following Services to the Client: [detailed description of the Services, including subject areas, main tasks, and any expected Deliverables].

In exchange for the Retainer Fee, the Consultant will make itself available to provide the Services for up to [number] hours per calendar month (the "Monthly Hours"). Unused Monthly Hours do not carry over to the next month and do not reduce the Retainer Fee.

The Consultant decides how, when, and where to perform the Services, including the methods, tools, and personnel it uses, as long as it meets the agreed scope. The Consultant may use qualified subcontractors to help perform the Services, and the Consultant remains responsible for their work.

The Client will give the Consultant timely access to the people, information, systems, and Client Materials the Consultant reasonably needs, and will make decisions and give approvals promptly. The Consultant is not responsible for any delay or shortfall caused by the Client not doing so.

Any change to the scope of the Services, including work beyond the Monthly Hours, must be agreed in writing (email is enough). Additional work will be charged as described in the Fees and Payment section.

The Consultant will give its professional advice and recommendations, but the Client is solely responsible for deciding whether and how to act on them. The Consultant does not guarantee any particular business result or outcome.

This Agreement is not exclusive. The Consultant may provide services to other clients, including clients in the same industry as the Client, as long as it does not use or disclose the Client's Confidential Information in doing so.

The Recipient will keep the Discloser's Confidential Information confidential and use it only to perform its obligations or exercise its rights under this Agreement. The Recipient will protect it with at least the same care it uses for its own similar information, and never less than reasonable care.

The Recipient may share Confidential Information only with its employees, subcontractors, and professional advisers who need to know it for purposes of this Agreement and who are bound by confidentiality duties at least as protective as those in this section.

Confidential Information does not include information that the Recipient can show: is or becomes public through no fault of the Recipient; was already known to the Recipient without a duty of confidentiality before it was shared; is lawfully received from a third party who has no duty to keep it confidential; or is independently developed by the Recipient without using the Discloser's Confidential Information.

If the Recipient is required by law, regulation, or court order to disclose Confidential Information, it may do so, but where legally allowed it will first give the Discloser prompt notice so the Discloser can seek protection, and it will disclose only what is legally required.

The Consultant Materials, and the Consultant's pricing and terms of this Agreement, are the Consultant's Confidential Information.

When this Agreement ends, or when the Discloser asks in writing, the Recipient will return or destroy the Discloser's Confidential Information. The Recipient may keep copies required by law or kept in routine backups, as long as they stay protected under this section.

The duties in this section continue for [number] years after this Agreement ends, except that duties regarding trade secrets continue for as long as the information remains a trade secret.

Unless the Client objects in writing, the Consultant may identify the Client by name as a client of the Consultant in its marketing materials and client lists, without disclosing any of the Client's Confidential Information.

The Client will pay the Consultant a Retainer Fee of [amount] [currency] per calendar month for the Services. For any partial first month, the Retainer Fee will be prorated based on the number of days remaining in that month.

The Consultant will invoice the Retainer Fee in advance at the start of each calendar month. The Client will pay each invoice in full within [number] days of the invoice date, by [payment method] to the account the Consultant designates in writing.

If the Client requests work beyond the Monthly Hours, the Consultant will charge for that work at its hourly rate of [amount] [currency] per hour, invoiced monthly in arrears, unless the parties agree a different fee in writing.

The Retainer Fee is earned when the Consultant makes itself available for the month and is not refundable, even if the Client uses fewer than the Monthly Hours.

Late payments will incur interest at [rate] percent per month, or the highest rate allowed by law if lower, from the due date until paid. The Client will also pay the Consultant's reasonable costs of collecting overdue amounts, including legal fees.

If any invoice remains unpaid for more than [number] days after its due date, the Consultant may suspend the Services on written notice until all overdue amounts are paid. Suspension does not reduce the Retainer Fee, and the Consultant is not responsible for any resulting delay.

All fees are stated without sales, use, value-added, withholding, or similar taxes. The Client is responsible for all such taxes, except taxes on the Consultant's net income. If the Client is required to withhold any tax, it will increase its payment so the Consultant receives the full amount it would have received without the withholding.

The Consultant may increase the Retainer Fee and hourly rate once every [number] months by giving the Client at least [number] days' written notice. The increase takes effect at the start of the first calendar month after the notice period ends.

If the Client disputes any part of an invoice in good faith, it must notify the Consultant in writing with details within [number] days of the invoice date and pay the undisputed part on time. Invoices not disputed within that period are treated as accepted.

The Client will reimburse the Consultant for all Pre-Approved Expenses. The Client will not unreasonably withhold or delay approval of expenses that are reasonably necessary to perform the Services.

The Consultant will invoice Pre-Approved Expenses monthly, at actual cost without markup, together with receipts or other reasonable proof of payment.

The Client will pay expense invoices on the same payment terms that apply to the Retainer Fee, and late payment rules in the Fees and Payment section also apply to unpaid expenses.

For any single expense or group of related expenses expected to exceed [amount] [currency], the Consultant may require the Client to pay the amount in advance before the Consultant incurs it.

Travel will be booked at [class of travel and accommodation standard], unless the Client approves otherwise. Travel time required by the Client counts toward the Monthly Hours.

The Consultant's normal business overhead, such as office space, standard equipment, and general software, is covered by the Retainer Fee and will not be charged separately.

The Client must reimburse all Pre-Approved Expenses that the Consultant incurred or committed to before this Agreement ends, including non-refundable bookings, even if they relate to work after the end date.

The Consultant owns all rights, including all intellectual property rights, in the Deliverables and the Consultant Materials. Nothing in this Agreement transfers ownership of any of them to the Client.

Once the Client has paid all fees and expenses due for the relevant Deliverables, the Consultant grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, and modify the Deliverables, and any Consultant Materials built into them, for the Client's internal business purposes.

The Client may not sell, resell, license, distribute, or otherwise make the Deliverables or Consultant Materials available to third parties, or use them to provide services to third parties, without the Consultant's prior written consent. The Client may share Deliverables with its own professional advisers and contractors who need them to support the Client's internal business, as long as they are bound by confidentiality duties.

The Client may not transfer or sublicense this license, except to a successor that acquires all or substantially all of the Client's business to which the Deliverables relate, and only if the successor agrees in writing to these license terms.

Until payment is made in full, the Client may use Deliverables only on a temporary basis to review them. If the Client fails to pay, the Consultant may end the license on written notice, and the Client must stop using the affected Deliverables.

The Client keeps all rights in the Client Materials. The Client gives the Consultant a non-exclusive, royalty-free license to use the Client Materials only to perform the Services.

The Consultant remains free to use the general skills, knowledge, experience, ideas, and techniques it gains while performing the Services, and to create similar work for others, as long as it does not disclose the Client's Confidential Information.

If the Client gives the Consultant suggestions or feedback about the Consultant Materials or services, the Consultant may use them freely without any obligation to the Client.

The Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

The Consultant is responsible for paying all taxes, social security contributions, insurance, and similar charges on the fees it receives, and for its own personnel's wages and benefits.

The Consultant and its personnel are not entitled to any employee benefits from the Client, such as health insurance, retirement plans, paid leave, or bonus programs.

The Consultant supplies its own equipment, tools, and workspace, except when it needs access to the Client's systems or premises to perform the Services.

Neither party has authority to sign contracts, make promises, or incur obligations on behalf of the other party.

While this Agreement is in effect and for [number] months after it ends, the Client will not directly or indirectly hire or engage any employee or subcontractor of the Consultant who worked on the Services, without the Consultant's prior written consent. If the Client does so, it will pay the Consultant a placement fee equal to [number] percent of that person's first-year compensation. General job advertisements not targeted at the Consultant's personnel do not breach this clause.

This Agreement is governed by the laws of [governing law jurisdiction], without regard to its conflict of laws rules.

If a dispute arises out of or relates to this Agreement, either party may give the other written notice of the dispute. Senior representatives of both parties will then try in good faith to resolve it within [number] days of the notice.

If the dispute is not resolved within that period, the parties will try to resolve it through mediation in [city/location] with a mediator they jointly select, sharing the mediator's fees equally. Either party may end mediation after [number] days.

If mediation does not resolve the dispute, either party may bring proceedings exclusively in the courts of [venue], and both parties accept the jurisdiction of those courts.

Nothing in this section prevents a party from seeking urgent court relief, such as an injunction, to protect its Confidential Information or intellectual property, or prevents the Consultant from going directly to court to collect unpaid fees and expenses.

In any proceeding to enforce this Agreement, the party that substantially wins may recover its reasonable legal fees and costs from the other party.

The Consultant will perform the Services in a professional and competent manner, consistent with generally accepted standards in its industry. If the Client notifies the Consultant in writing of a failure to meet this standard within [number] days after the relevant Services are performed, the Consultant will re-perform the affected Services at no extra charge. This is the Client's sole remedy for any breach of this standard.

Except as stated in this Agreement, the Services, Deliverables, and Consultant Materials are provided "as is," and the Consultant makes no other promises or warranties of any kind, including any implied warranties of merchantability, fitness for a particular purpose, or achievement of any result.

Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, business, data, or goodwill, even if it was told such losses were possible. This clause does not limit the Client's duty to pay fees and expenses.

The Consultant's total liability for all claims arising out of or relating to this Agreement will not exceed the total Retainer Fees actually paid by the Client to the Consultant in the [number] months immediately before the event giving rise to the claim.

The Client will defend, indemnify, and hold harmless the Consultant and its personnel from any third-party claims, losses, and costs, including reasonable legal fees, arising from the Client Materials, the Client's use of the Deliverables outside the license granted in this Agreement, or the Client's decisions and actions based on the Consultant's advice.

The limits in this section do not apply to liability that cannot be limited or excluded under applicable law, such as liability for fraud or willful misconduct.

Any claim against the Consultant must be brought within [number] months after the Client first becomes aware, or should reasonably have become aware, of the facts giving rise to the claim.

This Agreement starts on the Effective Date and continues until either party ends it as described in this section.

Either party may end this Agreement at any time, for any reason, by giving the other party at least [number] days' written notice. The Agreement ends on the date stated in the notice, which must be at least that many days after the notice is given.

The Consultant may end this Agreement immediately by written notice if the Client fails to pay any amount within [number] days after it is due, or if the Client becomes insolvent, enters bankruptcy, or stops doing business.

During the notice period, the Consultant will continue providing the Services and the Client will continue paying the Retainer Fee. If the end date falls partway through a calendar month, the Retainer Fee for that month is still payable in full.

When this Agreement ends, the Client will pay, within [number] days, all unpaid Retainer Fees through the end date, all fees for additional work performed, and all Pre-Approved Expenses incurred or committed before the end date.

On request, the Consultant will deliver to the Client any completed Deliverables that have been fully paid for. The Consultant has no duty to complete unfinished work after the end date.

The sections on Definitions, Confidentiality, Fees and Payment (for amounts owed), Expenses (for amounts owed), Ownership of Work and License to Client, Independent Contractor Status, Governing Law and Dispute Resolution, Limits on Liability, this section, and General Terms, together with any other terms that by their nature should continue, survive after this Agreement ends.

This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions, proposals, and agreements. Any terms in the Client's purchase orders or similar documents do not apply, even if accepted by the Consultant.

Any change to this Agreement must be in writing and signed by both parties, except where this Agreement expressly allows changes by email or by notice.

Notices under this Agreement must be in writing and sent to the addresses or email addresses listed in the signature section, or to any updated address a party provides by notice. A notice is received when delivered by hand, [number] business days after sending by registered mail or courier, or when sent by email if no bounce-back is received.

The Client may not assign or transfer this Agreement without the Consultant's prior written consent. The Consultant may assign this Agreement to an affiliate or to a successor of all or substantially all of its business by giving the Client written notice.

If any part of this Agreement is found invalid or unenforceable, the rest remains in effect, and the invalid part will be adjusted to the minimum extent needed to make it enforceable while keeping its original intent.

A party's failure or delay in enforcing any right under this Agreement does not waive that right.

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government actions, power or internet failures, or labor disputes, except that this does not excuse the Client's duty to pay amounts owed.

This Agreement may be signed in counterparts, including by electronic signature, and each counterpart is an original. Together they form one agreement.