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Parties

This Consulting Agreement (the "Agreement") is made and entered into as of this [DATE] (the "Effective Date"), by and between:

• Consultant: [Your Company Name], a [Your Legal Structure, e.g., Sole Proprietorship, LLC] with its principal place of business at [Your Address] ("Consultant"), and
• Client: [Client Company Name], a [Client's Legal Structure, e.g., Corporation, LLC] with its principal place of business at [Client Address] ("Client").

Consultant and Client may be referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Client is in need of digital marketing consulting services; and
WHEREAS, Consultant has expertise in providing such services and is willing to provide such services to Client under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. I recommend adding the following clause: Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

1. Services shall mean all work, advice, deliverables, and assistance to be provided by Consultant to Client as described in Section 2 (Scope of Services and Deliverables).
2. Deliverables shall mean the specific tangible outputs to be created and delivered by Consultant to Client as part of the Services, as detailed in Section 2.
3. Confidential Information shall have the meaning set forth in Section 7 (Confidentiality).
4. Intellectual Property Rights shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
5. Work Product shall mean all materials, ad creatives, reports, strategies, documents, and other tangible items created by Consultant specifically for Client in the performance of the Services under this Agreement.

2. Scope of Services and Deliverables

Consultant agrees to provide Client with digital marketing consulting Services. The Services shall include, but not be limited to, the following:

1. Marketing Strategy Development:
   1. Deliverable: A comprehensive written marketing strategy document (estimated 15-20 pages) outlining target audience analysis, key messaging frameworks, recommended marketing channel selection (with a focus on Facebook and Instagram), and detailed budget allocation recommendations.
   2. Deliverable: A presentation deck (estimated 20-30 slides) summarizing the marketing strategy for Client’s internal team.
2. Facebook and Instagram Advertising Campaign Management:
   1. Ad copywriting and creation of multiple ad variations for A/B testing.
   2. Provision of detailed design direction to Client's graphic designer for ad creatives, including specifications and best practices. Consultant will review and approve designs provided by Client's designer.
   3. Setting up, launching, and managing A/B tests for ad creatives, targeting parameters, and landing pages.
   4. Deliverable: Weekly performance monitoring reports (via email or shared document) detailing key metrics (e.g., impressions, clicks, CTR, CPC, conversions, ROAS), analysis of results, and recommendations for optimization.
3. Change Requests: Should Client request services or deliverables outside the scope defined above, such requests will be considered a "Change Request." Consultant will evaluate the Change Request and, if feasible, provide Client with a written proposal detailing the additional scope, timeline impact, and any additional fees. No Change Request will be binding unless agreed to in writing by both Parties.

3. Project Timeline and Milestones

1. Commencement and Duration: This Agreement shall commence on [Start Date: e.g., Next Monday, specify date] (the "Commencement Date") and shall continue for a period of three (3) months, concluding on [End Date: e.g., Start Date + 3 months] (the "Initial Term"), unless earlier terminated in accordance with Section 15 (Term and Termination).
2. Key Milestones:
   1. Milestone 1: Payment of upfront fee (as per Section 4.a.i).
   2. Milestone 2: Delivery of draft Marketing Strategy Document and Presentation Deck (estimated [Date or X weeks from Commencement Date]). Client to provide feedback within [e.g., 5 business days].
   3. Milestone 3: Delivery of final Marketing Strategy Document and Presentation Deck, incorporating Client feedback (estimated [Date or X days after receiving feedback]).
   4. Milestone 4: Final campaign launch for initial set of Facebook and Instagram ads as per the strategy (estimated [Date or X weeks from strategy finalization]). This triggers the second payment installment (as per Section 4.a.ii).
3. Delays: Both Parties agree to use reasonable efforts to meet the agreed-upon timelines. If a delay is caused by one Party, that Party will promptly notify the other. If Client-caused delays (e.g., failure to provide necessary information, feedback, or approvals in a timely manner) impact Consultant's ability to meet deadlines, the project timeline may be extended accordingly, and Consultant shall not be deemed in breach for such resulting delays.

4. Compensation and Payment Terms

1. Fixed Fee: Client shall pay Consultant a total fixed fee of Three Thousand US Dollars ($3,000.00 USD) (the "Fee") for the Services provided under this Agreement, payable in United States Dollars as follows:
   1. First Installment: One Thousand Five Hundred Dollars ($1,500.00 USD) shall be due and payable upon execution of this Agreement and prior to the commencement of any Services.
   2. Second Installment: The remaining One Thousand Five Hundred Dollars ($1,500.00 USD) shall be due and payable immediately upon the final launch of the initial set of advertising campaigns as per Milestone 4 (Section 3.b.iv). Consultant will invoice Client upon completion of this milestone.
2. Payment Method: All payments shall be made via [Specify: e.g., bank transfer to an account designated by Consultant, check payable to Consultant].
3. Invoices: Consultant shall provide Client with an invoice for each payment installment. Each invoice shall be due and payable within [e.g., ten (10) calendar days] from the date of the invoice.
4. Late Payments: Any amounts not paid when due shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is lower, from the due date until paid in full. Consultant reserves the right to suspend Services if payments are not made in a timely manner.

5. Expenses

1. Reimbursable Expenses: Client shall reimburse Consultant for pre-approved, reasonable, and actual out-of-pocket expenses incurred directly in connection with the performance of the Services. Such expenses are limited to software tools and advertising credits (e.g., Facebook/Instagram ad spend).
2. Budget and Approval: The budget for such reimbursable expenses shall not exceed Five Hundred US Dollars ($500.00 USD) per month unless otherwise agreed in writing by Client. Consultant shall obtain prior written approval (email acceptable) from Client's designated marketing manager before incurring any individual expense or commitment exceeding [e.g., $50.00 USD] or any ad spend.
3. Documentation and Reimbursement: Consultant shall submit itemized expense reports on a [e.g., monthly basis] along with copies of receipts or other appropriate documentation. Client shall reimburse Consultant for approved expenses within [e.g., fifteen (15) calendar days] of receipt of the itemized expense report and supporting documentation.

6. Client Responsibilities and Approvals

1. Cooperation and Access: Client shall cooperate fully with Consultant and provide, in a timely manner, all necessary access to information, resources, personnel, and systems (including but not limited to administrative access to Client's Facebook and Instagram advertising accounts, relevant internal sales data, brand guidelines, existing marketing materials, and target audience information) as reasonably required by Consultant to perform the Services effectively.
2. Designated Contact: Client shall designate [Client Contact Person's Name and Title, e.g., Jane Doe, Marketing Manager] as its primary point of contact. This individual shall have the authority to provide necessary information, make decisions, and grant approvals on behalf of Client in connection with this Agreement.
3. Timely Feedback and Approvals: Client shall provide timely feedback and approvals on Deliverables, strategies, ad creatives, and other items submitted by Consultant for review. Unless otherwise specified, Client shall provide feedback or approval within [e.g., three (3) to five (5) business days] of receipt. Delays in Client feedback or approval may impact project timelines.
4. Accuracy of Information: Client is responsible for the accuracy and completeness of all information, data, and materials provided to Consultant.
5. Graphic Designer: Client is responsible for providing its own graphic designer to create ad visuals based on Consultant’s direction. Any delays or issues arising from Client's graphic designer are Client's responsibility.

7. Confidentiality

1. Definition: "Confidential Information" shall mean all non-public information, whether oral, written, electronic, or in any other form, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, internal sales data, business plans, financial information, customer lists, product designs, marketing strategies, technical data, know-how, trade secrets, and the terms of this Agreement.
2. Obligation of Confidentiality: The Receiving Party agrees to: (i) hold the Disclosing Party's Confidential Information in strict confidence; (ii) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and (iii) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, or subcontractors who have a need to know such information for the purposes of this Agreement and who are bound by written confidentiality obligations no less restrictive than those contained herein.
3. Exclusions: The obligations under this Section shall not apply to information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received by the Receiving Party from a third party authorized to make such disclosure without restriction.
4. Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.
5. Return or Destruction: Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all tangible copies of Confidential Information and cease all further use thereof.
6. Duration: The obligations of confidentiality set forth herein shall survive the termination or expiration of this Agreement for a period of [e.g., three (3) to five (5) years] thereafter, or, with respect to trade secrets, for as long as such information remains a trade secret under applicable law.

8. Intellectual Property Rights

1. Client Ownership of Work Product: Subject to full and final payment of all Fees and reimbursable expenses due to Consultant under this Agreement, Client shall own all right, title, and interest in and to all Work Product specifically created by Consultant for Client under this Agreement. Consultant agrees to assign, and hereby does assign, to Client all of its right, title, and interest in and to such Work Product. Consultant shall execute any additional documents reasonably requested by Client to evidence or perfect Client's ownership of the Work Product.
2. Consultant's Pre-Existing IP and Tools: Consultant shall retain all Intellectual Property Rights in and to its pre-existing materials, know-how, methodologies, software, tools, and generic or industry-specific knowledge developed or used by Consultant in the course of performing the Services, provided they do not incorporate Client's Confidential Information or the specific Work Product created for Client (collectively, "Consultant's Tools"). To the extent Consultant's Tools are incorporated into any Deliverable, Consultant grants Client a non-exclusive, royalty-free, perpetual, worldwide license to use such Consultant's Tools solely as incorporated into, and as necessary for Client's use of, the Deliverables for Client's internal business purposes.
3. Third-Party Materials: If any third-party materials (e.g., stock photos, licensed fonts) are to be incorporated into the Work Product, Consultant will inform Client, and Client will be responsible for obtaining and paying for any necessary licenses for such third-party materials, unless otherwise agreed in writing.

9. I recommend adding the following clause: Data Protection

1. Compliance with Laws: Each Party shall comply with all applicable data protection and privacy laws and regulations in connection with the processing of any personal data under this Agreement.
2. Client Data: Client warrants that it has all necessary rights and consents to provide any personal data to Consultant for processing in connection with the Services. Consultant shall only process personal data provided by Client in accordance with Client's lawful instructions and for the purpose of performing the Services.
3. Security Measures: Consultant shall implement and maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of any personal data accessed or processed by Consultant on behalf of Client. Consultant shall promptly notify Client of any known or suspected unauthorized access, use, or disclosure of such personal data.

10. Representations and Warranties

1. Consultant Warranties: Consultant represents and warrants that:
   1. It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
   2. The Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry best practices and standards.
   3. The Work Product, as delivered by Consultant (excluding any materials provided by Client or third parties), will not infringe upon or misappropriate the Intellectual Property Rights of any third party.
2. Client Warranties: Client represents and warrants that:
   1. It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
   2. Any materials, data, or information provided by Client to Consultant for use in connection with the Services (including, but not limited to, logos, trademarks, images, and content) do not and will not infringe upon or misappropriate the Intellectual Property Rights of any third party.
3. Disclaimer of Other Warranties: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC RESULTS FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY PARTICULAR LEVEL OF SALES, CUSTOMER ACQUISITION, ENGAGEMENT, CLICK-THROUGH RATES, CONVERSION RATES, OR RETURN ON ADVERTISING SPEND, AS SUCH OUTCOMES ARE DEPENDENT ON NUMEROUS FACTORS BEYOND CONSULTANT'S DIRECT CONTROL, INCLUDING MARKET CONDITIONS, CLIENT'S PRODUCTS/SERVICES, AND COMPETITION.

11. Independent Contractor Status

It is expressly understood and agreed that Consultant is acting as an independent contractor in the performance of the Services hereunder. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Consultant or any of Consultant's employees or agents. Consultant shall:

1. Have sole control over the manner and means of performing the Services, subject to the specifications and requirements of this Agreement.
2. Be solely responsible for the payment of all its own federal, state, and local income taxes, social security taxes, unemployment insurance, workers' compensation, and other taxes and withholdings related to the compensation received under this Agreement.
3. Not be entitled to any benefits provided by Client to its employees, including but not limited to health insurance, paid vacation, or retirement plans.
4. Be responsible for providing its own tools, equipment, and office space necessary to perform the Services, unless otherwise specified herein (e.g., access to Client software/platforms).

12. I recommend adding the following clause: Non-Solicitation

1. Of Employees: During the term of this Agreement and for a period of [e.g., twelve (12) months] following its termination or expiration, neither Party shall, directly or indirectly, solicit for employment or hire any employee or contractor of the other Party who was involved in the provision or receipt of Services under this Agreement, without the prior written consent of the other Party.
2. General Advertisements: This restriction shall not apply to general solicitations of employment (e.g., advertisements in newspapers, online job boards) not specifically targeted at the other Party’s employees or contractors.

13. Limitation of Liability

1. Direct Damages Cap: EXCEPT FOR OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION), BREACHES OF SECTION 7 (CONFIDENTIALITY), OR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (WHETHER CONSULTANT OR CLIENT) TO THE OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.
2. Exclusion of Consequential Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. I recommend adding the following clause: Indemnification

1. Indemnification by Consultant: Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or relating to: (i) a breach by Consultant of its representations or warranties under Section 10.a; or (ii) a claim that the Work Product delivered by Consultant (excluding any materials provided by Client or incorporated at Client's direction) infringes any third party's Intellectual Property Rights.
2. Indemnification by Client: Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, and agents from and against any and all Claims arising out of or relating to: (i) a breach by Client of its representations or warranties under Section 10.b; (ii) any materials, data, or information provided by Client to Consultant for use in connection with the Services, including claims that such materials infringe any third party's Intellectual Property Rights; or (iii) Client's use of the Services or Work Product in a manner not contemplated by this Agreement or in violation of applicable law.
3. Procedure: The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim for which indemnification is sought, provided that failure to promptly notify shall not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced thereby. The indemnifying Party shall have the right to control the defense and settlement of such Claim, provided that it shall not settle any Claim in a manner that admits liability or imposes any obligation on the indemnified Party without the indemnified Party's prior written consent (which shall not be unreasonably withheld). The indemnified Party shall cooperate reasonably with the indemnifying Party in the defense of such Claim, at the indemnifying Party's expense.

15. Term and Termination

1. Term: This Agreement shall commence on the Effective Date and continue for the Initial Term specified in Section 3.a, unless earlier terminated as provided herein.
2. Termination for Convenience: Either Party may terminate this Agreement for any reason or no reason upon providing [fourteen (14) calendar days] prior written notice to the other Party.
3. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches any term or condition of this Agreement and fails to cure such breach within [e.g., ten (10) calendar days] after receipt of written notice specifying the breach; provided, however, that if the breach is of a nature that it cannot reasonably be cured within such period, termination may occur if the breaching Party does not commence diligent efforts to cure within such period and complete the cure within a reasonable time thereafter. A material breach includes, but is not limited to, failure to make timely payment, significant failure to provide services as specified, or a breach of confidentiality obligations.
4. Immediate Termination for Certain Breaches: Notwithstanding the foregoing, either Party may terminate this Agreement immediately upon written notice if the other Party: (i) becomes insolvent, (ii) makes a general assignment for the benefit of creditors, (iii) files a voluntary petition of bankruptcy, (iv) suffers or permits the appointment of a receiver for its business or assets, or (v) engages in any illegal or unethical conduct that materially harms the terminating Party's reputation or business.
5. Effect of Termination: Upon termination or expiration of this Agreement for any reason:
   1. Client shall pay Consultant for all Services properly performed and reimbursable expenses incurred up to the effective date of termination, in accordance with the payment terms herein.
   2. Each Party shall promptly return to the other Party (or, at the other Party's option, destroy) all Confidential Information and proprietary materials of the other Party in its possession or control.
   3. Consultant shall provide Client with copies of all Work Product completed or in progress up to the date of termination, provided Client has paid all outstanding fees.
   4. Any provisions of this Agreement that by their nature should survive termination or expiration shall so survive (including, but not limited to, provisions concerning confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, and governing law).

16. Dispute Resolution

1. Good Faith Negotiation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties shall first use their best efforts to settle the dispute through good faith negotiations between authorized representatives of each Party.
2. Mediation: If the dispute cannot be resolved through negotiation within [e.g., thirty (30) calendar days], the Parties agree to endeavor to resolve the dispute by mediation administered by a mutually agreed-upon mediator in [City, State, e.g., Los Angeles, California] before resorting to litigation. The Parties shall share the costs of mediation equally.
3. Litigation: If mediation is unsuccessful, or if a Party fails to participate in mediation, either Party may then pursue any rights or remedies available to it under law or equity in a court of competent jurisdiction as specified in Section 17.

17. Governing Law and Venue

This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in [Specify County, e.g., Los Angeles County], California, for any legal action or proceeding arising out of or relating to this Agreement.

18. I recommend adding the following clause: Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) one (1) business day after being sent by reputable overnight courier with tracking capabilities; (c) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid; or (d) upon confirmed transmission if sent by electronic mail (email) to the addresses specified below (provided that a copy is also sent by one of the other methods if the email contains a notice of default or termination).

If to Consultant:

If to Client:

Either Party may change its address for notices by providing written notice to the other Party in accordance with this Section.

19. I recommend adding the following clause: Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, labor disputes, pandemics, epidemics, government orders or restrictions, fires, floods, earthquakes, or other natural disasters ("Force Majeure Event"). The Party affected by a Force Majeure Event shall promptly notify the other Party in writing and shall use reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable. If a Force Majeure Event continues for more than [e.g., thirty (30) consecutive days], the non-affected Party may terminate this Agreement upon written notice.

20. I recommend adding the following clause: Assignment

Neither Party may assign or transfer any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party. Any attempted assignment or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement and possesses the financial and operational capability to fulfill the assignor's obligations.

21. I recommend adding the following clause: Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.

22. I recommend adding the following clause: Waiver

No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

23. I recommend adding the following clause: Survival

The sections of this Agreement that by their nature are intended to survive termination or expiration shall so survive, including but not limited to: Section 1 (Definitions), Section 5 (Confidentiality, for its specified duration), Section 6 (Intellectual Property Rights), Section 8 (Data Protection, as applicable), Section 9.c (Disclaimer of Other Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13.e (Effect of Termination), Section 14 (Dispute Resolution), Section 15 (Governing Law and Venue), Section 16 (Notices), Section 19 (Survival), Section 21 (Entire Agreement), and any payment obligations accrued prior to termination.

24. I recommend adding the following clause: Amendments

No amendment, modification, or supplement to this Agreement shall be valid or binding unless set forth in writing and duly executed by authorized representatives of both Parties.

25. Entire Agreement

This Agreement, including all exhibits, schedules, or attachments (if any), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and proposals, whether oral or written, between the Parties relating to such subject matter. In the event of any conflict between the terms of this Agreement and any exhibit or attachment, the terms of this Agreement shall prevail unless expressly stated otherwise in the exhibit or attachment.

26. I recommend adding the following clause: Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

27. I recommend adding the following clause: Use of Client Name and Logo for Portfolio (Optional - Discuss with Client)

Consultant may wish to include Client's name, logo, and a brief description of the Services provided (collectively "Client Marks") in Consultant's portfolio, website, and marketing materials for the sole purpose of showcasing Consultant's experience. Consultant shall not use Client Marks in any manner that implies endorsement or partnership beyond the scope of this Agreement without Client's prior written consent. Client grants Consultant a limited, non-exclusive, royalty-free license to use Client Marks for this purpose during and after the term of this Agreement, provided that Consultant's use is tasteful, professional, and accurately reflects the nature of the Services provided. Client may revoke this permission at any time with written notice if it reasonably believes Consultant's use is detrimental to Client's brand or reputation.

(Note: This clause is optional and should be discussed with the Client. If Client prefers not to grant this permission, this clause should be removed.)

Signatures

IN WITNESS WHEREOF, the Parties hereto have caused this Consulting Agreement to be executed by their duly authorized representatives as of the Effective Date.

CONSULTANT:

[Your Company Name]

By: _________________________
Name: [Your Name]
Title: [Your Title]
Date: _________________________

CLIENT:

[Client Company Name]

By: _________________________
Name: [Client Company Representative Name]
Title: [Client Company Representative Title]
Date: _________________________