Free Consultancy Agreement

This Consultancy Agreement ("Agreement") is entered into effective from [Effective Date] by and between [Your Name] ("Consultant") and [Client's Name] ("Client").

I. Services

1. The Consultant agrees to provide consultancy services to the Client on an as-needed basis. The specific services to be provided will be requested by the Client and agreed upon by both parties prior to commencement. These services may include, but are not limited to:

   • Strategic planning

   • Market research and analysis

   • Financial analysis and modeling

   • Business process improvement

   • Project management

   • Training and development

   • Risk management

   • Compliance and regulatory assistance

   • Other specialized services as agreed upon

2. The Consultant will use his or her best efforts to perform the services in a timely and professional manner satisfactory to the Client. The Consultant will exercise sound professional judgment in the performance of the services and will comply with all applicable laws and regulations.

3. The Consultant shall provide progress reports to the Client at regular intervals or as requested by the Client. These reports shall include a summary of the services performed, any issues or concerns encountered, and recommendations for further action.

4. The Consultant shall maintain accurate records of the time spent and expenses incurred in performing the services and shall provide the Client with a detailed invoice for services rendered.

5. The Consultant shall not engage in any activities that may create a conflict of interest with the Client or that may be detrimental to the Client's business interests. If any potential conflict of interest arises, the Consultant shall disclose it to the Client immediately.

II. Compensation

1. The Client agrees to pay the Consultant a consulting fee for the services provided. The fee shall be based on the Consultant's hourly rate, which is set at [amount], and shall be invoiced monthly. The Client shall pay each invoice within 30 days of receipt.

2. In addition to the hourly rate, the Client shall reimburse the Consultant for any reasonable and necessary expenses incurred in the performance of the services, including travel, accommodation, and materials. The Consultant shall provide receipts or other documentation for all expenses.

3. The Consultant reserves the right to adjust the hourly rate with [number] days' notice to the Client. Any adjustments shall not apply retroactively to services already performed.

4. If the Client cancels a scheduled consulting session with less than [number] hours' notice, the Consultant reserves the right to charge a cancellation fee equal to [amount].

III. Term and Termination

1. This Agreement shall commence on [Effective Date] and shall continue until [specific end date or completion of services], unless terminated earlier as provided herein.

2. Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [number] days of receiving written notice of the breach.

3. Upon termination of this Agreement, the Consultant shall be entitled to payment for all services rendered and expenses incurred up to the date of termination.

4. The provisions of Sections IV (Confidentiality), V (Indemnification), VI (Governing Law and Jurisdiction), VII (Entire Agreement), VIII (Modification), IX (Waiver), X (Severability), XI (Notices), XII (Counterparts), and XIII (Headings) shall survive any termination of this Agreement.

IV. Confidentiality

1. The Consultant agrees to keep all information received from the Client confidential and shall not disclose such information to any third party without the prior written consent of the Client.

2. The Consultant's obligations of confidentiality shall survive the termination of this Agreement.

3. Upon request by the Client, the Consultant shall return or destroy all confidential information provided by the Client, including any copies thereof, within [number] days of such request.

4. The Consultant shall not use any confidential information received from the Client for any purpose other than the performance of the services under this Agreement.

V. Indemnification

1. Each party agrees to indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the performance of this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

2. The Consultant agrees to indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Consultant's performance of the services under this Agreement.

3. The Client agrees to indemnify and hold harmless the Consultant from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Client's use of the services provided by the Consultant.

4. Each party's indemnification obligations under this Agreement shall survive the termination of this Agreement.

VI. Governing Law and Jurisdiction

1. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.

2. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of [State].

3. The prevailing party in any legal action arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

4. Any judgment or award entered in connection with such legal action shall be binding and may be enforced in any court of competent jurisdiction.

VII. Entire Agreement

1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

2. This Agreement may not be amended, modified, or supplemented except by a written instrument executed by both parties.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

VIII. Modification

1. This Agreement may be modified or amended only by a written instrument executed by both parties.

2. Any modification or amendment to this Agreement shall be effective only if it is in writing and signed by both parties.

3. Any waiver of any provision of this Agreement shall be effective only if it is in writing and signed by the party waiving such provision.

4. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.

IX. Waiver

1. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.

2. Any waiver of any provision of this Agreement shall be effective only if it is in writing and signed by the party waiving such provision.

3. Any waiver of any provision of this Agreement shall not be deemed a waiver of any other provision or of the same provision in the future.

4. The rights and remedies provided by this Agreement are cumulative and not exclusive of any other rights or remedies provided by law or equity.

X. Severability

1. 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.

2. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision to achieve, to the greatest extent possible, the same economic effect as the original provision.

3. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the parties shall replace such provision with a valid, legal, and enforceable provision that reflects as closely as possible the parties' original intent.

4. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the parties shall continue to be bound by the remaining provisions of this Agreement.

XI. Notices

1. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, postage prepaid, or by overnight courier, to the parties at the addresses set forth in this Agreement or to such other address as either party may designate by written notice to the other party.

2. Any notice given in accordance with this section shall be deemed to have been received on the date of delivery or, if delivered by mail, on the fifth business day after the date of mailing.

3. Any notice given in accordance with this section shall be deemed to have been given to the correct address if delivered to the address specified in this Agreement or to such other address as the party may have specified in writing.

4. Any notice given in accordance with this section shall be deemed to have been given by the correct party if delivered by that party or by that party's authorized representative.

XII. Counterparts

1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2. This Agreement may be executed and delivered by facsimile or electronic transmission, and any such facsimile or electronic copy shall be deemed an original for all purposes.

3. The parties acknowledge and agree that the signatures on this Agreement may be delivered by electronic means, including by email or by using an electronic signature service, and that any such electronic signatures shall be deemed original signatures for all purposes.

4. Each party represents and warrants to the other party that it has the authority to enter into this Agreement and to execute and deliver this Agreement and that its execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action.

XIII. Headings

1. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

2. The headings in this Agreement are intended solely for the convenience of reference and shall not affect the meaning or interpretation of this Agreement.

3. The headings in this Agreement shall not be considered part of this Agreement or be used in construing or interpreting this Agreement.

4. The headings in this Agreement are included solely for convenience and shall not be considered in interpreting or construing this Agreement.

XIV. Signature

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

[Your Name]

[Date Signed]

[Client's Name]

[Date Signed]

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