CONSULTING AGREEMENT

I. THE PARTIES. This Consulting Agreement ("Agreement") is made effective as of

____________________, 20____, by and between:

Consultant: ____________________ with a mailing address of

________________________________________ ("Consultant"), and

Client: ____________________ with a mailing address of

________________________________________ ("Client").

II. SERVICES. Consultant agrees to provide the following Services: ________________

___________________________________________________________ ("Services").

III. TERM. The Services shall commence on ____________________, 20____, and

end: (check one)
☐ - On the date of ____________________, 20____.
☐ - At completion of the Services performed.
☐ - Upon either party may terminate this Agreement with ____ days’ notice.
☐ - Other. _______________________________________________________.

IV. COMPENSATION. In consideration for the Services provided, the Consultant is to

be paid in the following manner: (check all that apply)
☐ - Per Hour. $____ /hour.
☐ - Per Job. $__________ for the completion of the Services.
☐ - Commission. ____% commission based on ____________________.
☐ - Other. _______________________________________________________.

V. PAYMENT METHOD. Consultant shall be paid, in accordance with section IV, in the
following manner: (check one)
☐ - On a ☐ weekly ☐ monthly ☐ quarterly basis beginning on
______________________, 20____.
☐ - At completion of the Services performed.
☐ - Upon the Client receiving an Invoice from the Consultant.
☐ - Other. _______________________________________________________.

VI. RETAINER. The Client is: (check one)

☐ - Required to pay a Retainer. The Client is required to pay a Retainer in the
amount of $__________ to the Consultant as an advance on future Services to
be provided ("Retainer"). The Retainer is: (check one)
☐ - Refundable.
☐ - Non-Refundable.

☐ - Not required to pay a Retainer. The Client is not required to pay a Retainer
before the Consultant is able to provide Services.

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VII. CONTINGENCY. As part of the Consultant’s Pay: (check one)
☐ - There SHALL be a contingency-fee arrangement in accordance with: (check
applicable)
☐ - ____% of _______________________________________________.
☐ - flat fee of $__________ for the following: _______________________
__________________________________________________________.

☐ - There SHALL NOT be a contingency-fee arrangement as part of this

Agreement.

VIII. EXPENSES. The Consultant shall be: (check one)

☐ - Responsible for ALL expenses. The Consultant shall be responsible for all
expenses related to providing the Services under this Agreement. This includes,
but is not limited to, supplies, equipment, operating costs, business costs,
employment costs, taxes, Social Security contributions and/or payments,
disability insurance, unemployment taxes, and any other cost that may or may
not be in connection with the Services provided by the Consultant including out-
of-pocket expenses. The Client agrees to pay the Consultant within thirty (30)
days of receiving notice of any expense directly associated with the Services.
Upon request by the Client, the Consultant may have to show receipt(s) or
proof(s) of purchase for said expense.

☐ - Responsible for ONLY the following expenses: _____________________

________________________________________________________________.
The Client agrees to pay the Consultant within thirty (30) days of receiving notice
of any expense directly associated with the Services. Upon request by the Client,
the Consultant may have to show receipt(s) or proof(s) of purchase for said
expense.

☐ - Responsible for NO expenses. The Client is not required to pay or be

responsible for any expense in connection with the Services provided.

IX. DISPUTES. If any dispute arises under this Agreement, the Consultant and the
Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve
such disputes themselves, then either party may submit the dispute to mediation by a
mediator approved by both parties. If the parties cannot agree with any mediator or if
either party does not wish to abide by any decision of the mediator, they shall submit
the dispute to arbitration by any mutually acceptable arbitrator, or the American
Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne
according to the decision of the arbitrator, who may apportion costs equally or in
accordance with any finding of fault or lack of good faith of either party. If either party
does not wish to abide by any decision of the arbitrator, they shall submit the dispute to
litigation. The jurisdiction for any dispute shall be administered in the County of
____________________, State of ____________________.

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X. LEGAL NOTICE. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in-person or deposited in the
United States Postal Service via Certified Mail with return receipt. If different from the
mailing address in Section I, enter below:

Client's Address: ____________________________________________

Consultant's Address: ____________________________________________

XI. RETURN OF RECORDS. Upon termination of this Agreement, the Consultant shall
deliver all records, notes, and data of any nature that are in the Consultant's possession
or under the Consultant's control and that are of the Client's property or relate to Client's
business.

XII. WAIVER OF CONRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that
party's right to subsequently enforce and compel strict compliance with every provision
of this Agreement.

XIII. INDEPENDENT CONTRACTOR STATUS. The Consultant, under the code of the
Internal Revenue (IRS), is an independent contractor and neither the Consultant's
employees or contract personnel are, or shall be deemed, the Client's employees. In its
capacity as an independent contractor, the Consultant agrees and represents:
a.) Consultant has the right to perform Services for others during the term of this
Agreement;
b.) Consultant has the sole right to control and direct the means, manner, and
method by which the Services required under this Agreement will be performed;
Consultant shall select the routes taken, starting and ending times, days of work,
and order the work that performed;
c.) Consultant has the right to hire assistant(s) as subcontractors or to use
employees to provide the Services under this Agreement.
d.) Neither Consultant nor the Consultant's employees or personnel shall be
required to wear any uniforms provided by the Client;
e.) The Services required by this Agreement shall be performed by the
Consultant, Consultant's employees or personnel, and the Client will not hire,
supervise, or pay assistants to help the Consultant;
f.) Neither the Consultant nor the Consultant's employees or personnel shall
receive any training from the Client for the professional skills necessary to
perform the Services required by this Agreement; and
g.) Neither the Consultant nor Consultant's employees or personnel shall be
required by the Client to devote full-time to the performance of the Services
required by this Agreement.

XIV. STATE AND FEDERAL LICENSES. The Consultant represents and warrants that
all employees and personnel associated shall comply with federal, state, and local laws
requiring any required licenses, permits, and certificates necessary to perform the
Services under this Agreement.

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XV. PAYMENT OF TAXES. Under this Agreement, the Client shall not be responsible
for:
a.) Withholding FICA, Medicare, Social Security, or any other Federal or State
withholding taxes from the Consultant's payments to employees or personnel or
make payments on behalf of the Consultant;
b.) Making Federal and/or State unemployment compensation contributions on
the Consultant's behalf; and
c.) Making payments of taxes incurred while performing the Services under this
Agreement, including all applicable income taxes and, if the Consultant is not a
business entity, all applicable self-employment taxes. Upon demand, the
Consultant shall provide the Client with proof that such payments have been
made.

XVI. EMPLOYEES’ COMPENSATION. The Consultant shall be solely responsible for

the following:
a.) Employee Benefits. The Consultant understands and agrees that they are
solely responsible and shall be liable to all benefits that are provided to their
employees, including, but not limited to, retirement plans, health insurance,
vacation time-off, sick pay, personal leave, or any other benefit provided.
b.) Unemployment Compensation. The Consultant shall be solely responsible for
the unemployment compensation payments on behalf of their employees and
personnel. The Consultant shall not be entitled to unemployment compensation
with the Services performed under this Agreement.
c.) Workers’ Compensation. The Consultant shall be responsible for providing all
workers' compensation insurance on behalf of their employees. If the Consultant
hires employees to perform any work under this Agreement, the Consultant
agrees to grant workers' compensation coverage to the extent required by law.
Upon request by the Client, the Consultant must provide certificates proving
workers' compensation insurance at any time during the performance of the
Services.

XVII. INDEMNIFICATION. Consultant shall release, defend, indemnify, and hold

harmless Client and its officers, agents, and employees from all suits, actions, or claims
of any character, name, or description including reasonable Consultant fees, brought on
account of any injuries or damage, or loss (real or alleged) received or sustained by any
person, persons, or property, arising out of services provided under this Agreement or
Consultant's failure to perform or comply with any requirements of this Agreement
including, but not limited to any claims for personal injury, property damage, or
infringement of copyright, patent, or other proprietary rights. Client reserves the right to
retain whatever funds which would be due to the Consultant under this Agreement until
such suits, action or actions, claim or claims for injuries or damages as aforesaid shall
have been settled and satisfactory evidence to that effect furnished.

XVIII. CONFIDENTIALITY & PROPRIETARY INFORMATION. The Consultant

acknowledges that it will be necessary for the Client to disclose certain confidential and
proprietary information to the Consultant in order for the Consultant to perform their
duties under this Agreement. The Consultant acknowledges that disclosure to a third
(3rd) party or misuse of this proprietary or confidential information would irreparably

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harm the Client. Accordingly, the Consultant will not disclose or use, either during or
after the term of this Agreement, any proprietary or confidential information of the Client
without the Client's prior written permission except to the extent necessary to perform
the Services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to:

a.) The written, printed, graphic, or electronically recorded materials furnished by
Client for Consultant to use;
b.) Any written or tangible information stamped "confidential," "proprietary," or
with a similar legend, or any information that Client makes reasonable efforts to
maintain the secrecy of, business or marketing plans or strategies, customer
lists, operating procedures, trade secrets, design formulas, know-how and
processes, computer programs and inventories, discoveries and improvements
of any kind, sales projections, and pricing information; and
c.) Information belonging to customers and suppliers of the Client about whom
the Consultant gained knowledge as a result of the Consultant‘s Services to the
Client.

Upon termination of the Consultant's Services to the Client, or at the Client's request,
the Consultant shall deliver all materials to the Client in the Consultant's possession
relating to the Client's business. The Consultant acknowledges any breach or
threatened breach of confidentiality under this Agreement will result in irreparable harm
to the Client for which damages would be an inadequate remedy. Therefore, the Client
shall be entitled to equitable relief, including an injunction, in the event of such breach or
threatened breach of confidentiality. Such equitable relief shall be in addition to the
Client's rights and remedies otherwise available at law.

Furthermore, proprietary information, under this Agreement, shall include:

a.) The product of all work performed under this Agreement ("Work Product"),
including without limitation all notes, reports, documentation, drawings, computer
programs, inventions, creations, works, devices, models, works-in-progress and
deliverables, will be the sole property of the Client, and Consultant hereby
assigns to the Client all right, title, and interest therein, including, but not limited
to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade
secret rights, and other proprietary rights therein. Consultant retains no right to
use the Work Product and agrees not to challenge the validity of the Client's
ownership in the Work Product;
b.) Consultant hereby assigns to the Client all right, title, and interest in any and
all photographic images and videos or audio recordings made by the Client
during Consultant's work for them, including, but not limited to, any royalties,
proceeds, or other benefits derived from such photographs or recordings; and
c.) The Client will be entitled to use the Consultant's name and/or likeness in
advertising and other materials.

XIX. ASSIGNMENT AND DELEGATION. The Consultant may assign rights and may
delegate duties under this Agreement to other individuals or entities acting as a
subcontractor ("Subcontractor"). The Consultant recognizes that they shall be liable for

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all work performed by the Subcontractor and shall hold the Client harmless of any
liability in connection with their performed work.

The Consultant shall be responsible for any confidential or proprietary information that is
shared with the Subcontractor in accordance with this section. If any such information is
shared by the Subcontractor to third (3rd) parties, the Consultant shall be made liable.

XX. GOVERNING LAW. This Agreement shall be governed under the laws in the State
of ____________________.

XXI. SEVERABILITY. This Agreement shall remain in effect in the event a section or
provision is unenforceable or invalid. All remaining sections and provisions shall be
deemed legally binding unless a court administers that any such provision or section is
invalid or unenforceable, thus, limiting the effect of another provision or section. In such
case, the affected provision or section shall be enforced as so limited.

XXII. ADDITIONAL TERMS & CONDITIONS. _________________________________

______________________________________________________________________
______________________________________________________________________

XXIII. ENTIRE AGREEMENT. This Agreement, along with any attachments or

addendums, represents the entire agreement between the parties. Therefore, this
Agreement supersedes any prior agreements, promises, conditions, or understandings
between the Client and Consultant. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
dates written hereunder.

Consultant's Signature: ___________________________ Date: _________________

Print Name: ___________________________

Client's Signature: ___________________________ Date: _________________

Print Name ___________________________

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