This Consulting Services Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between:
Cloudpeers
Email: ai@cloudpeers.com
(hereinafter referred to as the "Consultant")
and
[CLIENT NAME]
[CLIENT ADDRESS]
(hereinafter referred to as the "Client")
1. SERVICES
1.1 Scope of Services
The Consultant shall provide professional consulting services (the "Services") to the Client in the areas of enterprise software strategy, platform development, cloud infrastructure, and digital transformation, as mutually agreed upon by both parties.
1.2 Delivery of Services
Services may be delivered in person, virtually, or through other means of communication as agreed upon by both parties. The specific format and schedule of delivery shall be determined on a project-by-project basis.
2. COMPENSATION
2.1 Consulting Rate
The Client agrees to pay the Consultant at a rate of $2,500.00 (Two Thousand Five Hundred United States Dollars) per hour for all Services rendered under this Agreement.
2.2 Minimum Billing Increment
Time shall be billed in 15-minute increments, with any partial increment rounded up to the next full increment.
2.3 Payment Terms
- Invoices will be submitted bi-weekly
- Payment is due within 15 days of invoice date
- All payments shall be made in US Dollars
- Wire transfer or ACH payment preferred
2.4 Expenses
Client shall reimburse Consultant for all pre-approved reasonable expenses incurred in connection with the Services, including but not limited to travel, accommodation, and materials.
3. TERM AND TERMINATION
3.1 Term
This Agreement shall commence on the Effective Date and continue until terminated by either party as provided herein.
3.2 Termination
Either party may terminate this Agreement upon providing thirty (30) days written notice to the other party. Upon termination, Client shall pay Consultant for all Services rendered through the effective date of termination.
4. INTELLECTUAL PROPERTY
4.1 Pre-existing IP
Each party shall retain all rights to any pre-existing intellectual property.
4.2 Work Product
Upon full payment of applicable fees, Client shall own all rights to work product specifically created for Client under this Agreement.
4.3 Consultant IP
Consultant shall retain ownership of all methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how used or developed by Consultant in connection with this Agreement.
5. CONFIDENTIALITY
5.1 Definition
"Confidential Information" means all non-public information disclosed by either party to the other party, including but not limited to business plans, technical data, and product information.
5.2 Obligations
Each party agrees to:
- Maintain the confidentiality of the other party's Confidential Information
- Use such Confidential Information only for purposes of this Agreement
- Return or destroy all Confidential Information upon request or termination of this Agreement
6. LIMITATION OF LIABILITY
6.1 Liability Cap
Consultant's liability under this Agreement shall be limited to the amount of fees paid by Client to Consultant in the twelve (12) months preceding the claim.
6.2 Exclusions
Neither party shall be liable for any indirect, incidental, special, or consequential damages.
7. INDEPENDENT CONTRACTOR
Consultant is an independent contractor. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture between the parties.
8. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of [STATE], without regard to its conflict of law provisions. Any disputes shall be resolved in the courts of [JURISDICTION].
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
10. AMENDMENTS
This Agreement may be modified or amended only by written agreement signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Cloudpeers
By: ________________________
Name: Jennifer Lin
Title: CEO, Principal
Date: ________________________
[CLIENT NAME]
By: ________________________
Name: ________________________
Title: ________________________
Date: ________________________