Consulting Agreement (with Statement of Work)

1. Parties & Effective Date

This Consulting Agreement ("Agreement") is entered into as of [Effective Date] between [Consultant Name] ("Consultant") and [Client Name] ("Client").

2. Statement of Work

Consultant will perform the services described in the attached Statement of Work ("SOW"), including deliverables, milestones, and any specific timelines. Additional SOWs may be added later by written agreement of both parties and will be governed by the terms of this Agreement unless otherwise stated.

3. Fees & Expenses

Client agrees to pay Consultant the fees set out in the applicable SOW, payable [Frequency — e.g. upon milestone completion, monthly]. Client will reimburse Consultant for pre-approved, reasonable expenses incurred in performing the Services.

4. Term & Termination

This Agreement begins on the Effective Date and continues until all active SOWs are completed, unless terminated earlier. Either party may terminate with [Number] days’ written notice; Client remains responsible for fees earned up to the termination date.

5. Independent Contractor Status

Consultant is an independent contractor, not an employee of Client, and is responsible for their own taxes, insurance, and benefits.

6. Intellectual Property

Upon full payment for a given SOW, Consultant assigns to Client all right, title, and interest in the deliverables created under that SOW. Consultant retains ownership of pre-existing tools, methodologies, and materials used to create the deliverables.

7. Confidentiality

Each party agrees to keep confidential any non-public information received from the other in connection with this Agreement, and to use it solely to perform its obligations here.

8. Limitation of Liability

Neither party is liable to the other for indirect or consequential damages arising from this Agreement. Each party’s total liability is limited to the fees paid under the applicable SOW.

9. Governing Law & Signatures

This Agreement is governed by the laws of the State of [State / Jurisdiction].

Consultant Signature: _______________________ Date: _______________

Client Signature: _______________________ Date: _______________