Free Professional Consulting Agreement

This Professional Consulting Agreement ("Agreement") is made and entered into as of January 1, 2050, by and between JoliVent, a corporation duly organized and existing under the laws of the State of North Carolina, with its principal office located at Winston-Salem, NC 27101 ("Client"), and [Your Company Name], a corporation duly organized and existing under the laws of the State of North Carolina, with its principal office located at [Your Company Address] ("Consultant"). Collectively referred to as the "Parties."

I. Purpose of Agreement

The purpose of this Agreement is to define the terms and conditions under which [Your Company Name] will provide consulting services to JoliVent. The services provided are intended to assist JoliVent in achieving its business goals and addressing specific challenges or needs as outlined in the attached Statement of Work ("SOW").

1.1 Services to be Provided

[Your Company Name] will provide the following services to JoliVent:

• Strategic Consulting: Offering advice and insights on business strategy, organizational structure, and operations to help improve performance and achieve specific goals.

• Operational Consulting: Assisting with operational improvements, process optimization, and system implementations to enhance efficiency and reduce costs.

• Technical Consulting: Providing technical expertise and support in relevant areas, such as systems design, software recommendations, and data analysis.

The specific deliverables, timelines, and milestones related to the services will be outlined in the Statement of Work attached to this Agreement.

II. Term and Termination

2.1 Duration of Agreement

This Agreement shall begin on January 1, 2050, and shall remain in effect until December 31, 2050, unless terminated earlier in accordance with the terms of this Agreement.

2.2 Termination for Convenience

Either Party may terminate this Agreement at any time without cause by providing 30 days’ written notice to the other Party.

2.3 Termination for Breach

If either Party materially breaches any of the terms of this Agreement, the non-breaching Party may terminate the Agreement immediately after providing a written notice to the breaching Party and allowing a 15-day cure period. If the breach is not cured within that time, the non-breaching Party may terminate the Agreement without further notice.

III. Compensation

3.1 Fees and Payment Terms

In exchange for the services provided under this Agreement, JoliVent agrees to compensate [Your Company Name] as follows:

• Hourly Rate: $150 per hour for consulting services.

• Project-Based Fees: As outlined in the Statement of Work, with milestones and payment schedules detailed in the SOW.

Invoices will be submitted monthly and are due for payment within 15 days from the date of invoice. Payment will be made via wire transfer or another mutually agreed-upon method.

3.2 Late Payment

In the event that any payment is not made within the specified period, a 5% late fee will be applied to the overdue amount for each month the payment remains unpaid.

IV. Confidentiality

4.1 Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include all information disclosed by either Party that is not publicly known and is disclosed in connection with this Agreement. This includes but is not limited to, business strategies, financial data, client lists, proprietary software, and other intellectual property.

4.2 Obligations of Confidentiality

Both Parties agree to keep all Confidential Information confidential and shall not disclose, share, or use such information for any purpose other than as expressly authorized under this Agreement. This obligation will remain in effect indefinitely, even after the termination of this Agreement.

V. Governing Law

5.1 Choice of Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of North Carolina, without regard to its conflict of laws principles.

5.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement will be resolved through mediation in good faith. If mediation does not resolve the dispute, it will be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with arbitration taking place in Winston-Salem, North Carolina.

VI. Limitation of Liability

6.1 General Limitation

Except in cases of gross negligence or willful misconduct, neither Party will be liable to the other for any indirect, consequential, special, or punitive damages arising out of this Agreement. The total liability of either Party will be limited to the amount paid by JoliVent for services rendered under this Agreement.

6.2 Indemnification

Each Party agrees to indemnify and hold harmless the other Party from and against any claims, damages, or liabilities arising from the performance or non-performance of the respective Party’s obligations under this Agreement, except in cases of negligence or willful misconduct.

VII. Miscellaneous Provisions

7.1 Entire Agreement

This Agreement, including any attachments or appendices, constitutes the entire understanding between the Parties and supersedes all prior agreements, written or oral, relating to the subject matter of this Agreement.

7.2 Amendments

This Agreement may only be amended or modified in writing and signed by authorized representatives of both Parties.

7.3 Force Majeure

Neither Party will be held liable for failure to perform any of its obligations under this Agreement if such failure is due to events beyond its reasonable control, including but not limited to acts of nature, acts of war, terrorism, labor strikes, or government actions.

VIII. Signatures

This Agreement is executed by the Parties through their duly authorized representatives as of the date set forth below:

[Your Company Name]

Name: [Your Name]
Date: January 1, 2050

JoliVent

Name: Baby Bartell
Date: January 1, 2050

For any questions or clarifications regarding this Agreement, please contact [Your Name] at [Your Email], or reach out to [Your Company Name] via email at [Your Company Email].

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