Free Consultant Agreement

This Consultant Agreement (the "Agreement") is made and entered into as of [Month Day, Year] (the "Effective Date") by and between:

[Your Company Name], a [State] corporation with its principal office located at [Your Company Address] ("Company"),

and

[Consultant's Name], an independent contractor ("Consultant").

WHEREAS, the Company desires to engage the Consultant to provide certain consulting services as described herein;

AND WHEREAS, the Consultant agrees to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Engagement of Services

The Company hereby engages the Consultant, and the Consultant agrees to perform the services described below (the "Services"):

• Development of software architecture for new product line.

• Consultation on network security improvements for Company’s infrastructure.

• Assistance with training staff on new software implementations.

Consultant shall provide the Services in accordance with the schedule, deadlines, and requirements as mutually agreed upon.

2. Independent Contractor Relationship

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. The Consultant shall not have any authority to bind the Company in any manner, and the Consultant is not entitled to any benefits or compensation other than as expressly provided in this Agreement.

3. Compensation

In consideration for the Consultant’s performance of the Services, the Company agrees to pay the Consultant as follows:

• Hourly Rate / Project Fee: [$0]/hour.

• Payment Terms: Payments shall be made [bi-weekly] based on an invoice submitted by Consultant detailing the hours worked or services rendered, as applicable.

• Expenses: Any reasonable pre-approved expenses incurred by Consultant in performing the Services will be reimbursed by the Company upon submission of receipts or other documentation.

The Consultant is responsible for paying all taxes, including but not limited to income tax, self-employment tax, and any other taxes related to compensation received under this Agreement.

4. Confidentiality

The Consultant acknowledges that during the course of the engagement, they may have access to certain proprietary or confidential information, including but not limited to trade secrets, business plans, customer data, and financial information (collectively, the "Confidential Information"). The Consultant agrees:

• Not to disclose, use, or authorize any third party to use the Confidential Information except as necessary to perform the Services.

• To take all reasonable measures to protect the confidentiality of the Confidential Information.

• That the obligation of confidentiality shall survive the termination of this Agreement.

5. Ownership of Work Product

All work product, including but not limited to documents, designs, software, reports, inventions, or any materials developed or created by Consultant in the course of providing the Services ("Work Product"), shall be the sole property of the Company. The Consultant agrees to assign all rights, title, and interest in such Work Product to the Company, and upon the Company’s request, will execute any further documentation necessary to effectuate such assignment.

6. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party as provided herein. Either party may terminate this Agreement at any time with [number] days' written notice to the other party.

Upon termination, Consultant agrees to:

• Immediately cease performing any further Services for the Company.

• Return any materials, documents, or Confidential Information provided by the Company.

• Submit a final invoice for any Services rendered up to the date of termination.

• Termination of this Agreement shall not affect any accrued rights or obligations as of the date of termination.

7. Indemnification

The Consultant agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from any and all claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising out of or related to the Consultant's performance of the Services, including but not limited to:

• Breach of this Agreement by the Consultant.

• Negligence, willful misconduct, or violation of law by the Consultant.

• Any claim that the Work Product infringes upon the intellectual property rights of any third party.

8. Non-Solicitation

For a period of [0] years following the termination of this Agreement, the Consultant agrees not to directly or indirectly solicit or attempt to solicit any business from the Company’s clients or customers with whom the Consultant worked during the term of this Agreement.

9. Governing Law

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.

10. Dispute Resolution

In the event of a dispute arising out of or relating to this Agreement, the parties agree to attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the matter to binding arbitration under the rules of the American Arbitration Association in [Location].

11. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether oral or written, relating to the subject matter hereof.

• Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Consultant's Name]

By:

[Full Name]

[Month Day, Year]

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