Free Consultant Retainer Agreement

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

[Your Company Name], a [State] corporation, with its principal place of business at [Your Company Address], ("Company"), and

[Consultant Name], an independent contractor, with a business address at [Consultant Address], ("Consultant").

Collectively referred to as "the Parties."

WHEREAS, the Company desires to engage Consultant to provide consulting services in accordance with the terms and conditions set forth below, and

WHEREAS, Consultant agrees to provide such services to the Company under the terms of this Agreement,

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

1. Engagement and Services

The Company hereby retains Consultant to provide consulting services ("Services") as described in [Exhibit A] attached hereto and incorporated by reference. The Consultant agrees to perform the Services in a professional and timely manner, using the highest standards of quality and diligence.

2. Term

This Agreement will begin on [Month Day, Year] and shall continue in effect until terminated by either party as provided in Section 5 of this Agreement, unless extended by mutual written agreement of the Parties.

3. Retainer Fee and Payment Terms

(a) Retainer Fee: The Company agrees to pay Consultant a retainer fee of $[0] per month, payable on the [Day] of each month. This retainer fee is intended to cover a set number of hours as described in Exhibit A.

(b) Additional Fees: If the Consultant's Services exceed the hours specified in [Exhibit A], the Company agrees to pay for additional hours at a rate of $[0] per hour.

(c) Invoicing: Consultant shall submit invoices to the Company on a monthly basis. The invoice will detail the Services provided, hours worked, and any additional expenses incurred, if applicable. The Company agrees to pay all undisputed amounts within thirty (30) days from the receipt of the invoice.

(d) Late Payment: Any amounts not paid within thirty (30) days of the due date will incur a late fee of [0]% per month, compounded monthly.

4. Independent Contractor Relationship

(a) Status: The Consultant is an independent contractor and not an employee of the Company. This Agreement does not create an employer-employee relationship, joint venture, partnership, or any other relationship other than that of independent contractor.

(b) Taxes: Consultant is solely responsible for all taxes, including federal, state, and local taxes, that may be due on payments received under this Agreement. The Company will not withhold any taxes from payments made to Consultant.

(c) No Authority: Consultant has no authority to bind the Company to any agreements or obligations without the prior written consent of the Company.

5. Termination

(a) Termination for Convenience: Either party may terminate this Agreement at any time with thirty (30) days' written notice to the other party.

(b) Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure the breach within ten (10) days of receiving written notice.

(c) Compensation Upon Termination: In the event of termination, the Company agrees to pay Consultant for any Services rendered up to the effective date of termination.

6. Confidentiality

(a) Confidential Information: During the term of this Agreement and thereafter, Consultant agrees to keep confidential all proprietary information, including but not limited to business, financial, marketing, and technical information, that is disclosed by the Company ("Confidential Information").

(b) Non-Disclosure: Consultant agrees not to disclose or use the Confidential Information except as necessary to perform the Services under this Agreement.

(c) Exceptions: Confidential Information does not include information that is publicly known or becomes public through no fault of Consultant.

7. Intellectual Property

(a) Ownership of Work Product: Consultant agrees that all work product, inventions, designs, processes, software, or other intellectual property created or developed during the course of this engagement, including but not limited to any work product created for the Company, shall be the exclusive property of the Company.

(b) License: To the extent that any intellectual property created by Consultant is not automatically owned by the Company, Consultant grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute such intellectual property.

8. Indemnification

Consultant agrees to indemnify, defend, and hold harmless the Company from any and all claims, damages, liabilities, costs, or expenses (including reasonable attorney's fees) arising out of Consultant’s performance of the Services, except to the extent caused by the gross negligence or willful misconduct of the Company.

9. Limitation of Liability

In no event shall the Company be liable for any indirect, special, incidental, or consequential damages arising out of or in connection with this Agreement, even if the Company has been advised of the possibility of such damages. The total liability of the Company for any claim arising out of or related to this Agreement shall not exceed the total amount paid by the Company to Consultant under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

10. Miscellaneous

(a) Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings, written or oral, relating to the subject matter of this Agreement.

(b) Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties.

(c) 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.

(d) Dispute Resolution: Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

IN WITNESS WHEREOF, the Parties hereto have executed this Consultant Retainer Agreement as of the date first above written.

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Consultant Name]

By:

[Full Name]

[Month Day, Year]

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