THIS SAMPLE DOCUMENT IS INTENDED TO SERVE AS A STARTING POINT ONLY, AND

SHOULD BE TAILORED TO MEET YOUR SPECIFIC REQUIREMENTS. THIS DOCUMENT

SHOULD NOT BE CONSTRUED AS LEGAL ADVICE FOR ANY PARTICULAR FACTS OR
CIRCUMSTANCES.

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”), dated Date, is made by and between Client,
with an address at ADDRESS (the “Company”), and Consultant, with an address at Address
(“Consultant”).

1. Consulting Services. The Company hereby engages the Consultant to perform the services
set forth in the Appendix: Statement of Work attached hereto (the “Statement of Work”)1, and the
Consultant hereby accepts such engagement. Consultant shall render such services in a professional and
workmanlike manner[, at such times, locations and facilities as are mutually agreed between Consultant
and the Company from time to time]. The Company shall, upon reasonable notice and during regular
business hours, provide Consultant reasonable access to the Company’s relevant personnel, facilities and
Confidential Information (as defined below), as necessary for Consultant to perform such services.
[Consultant shall have the right to designate one or more persons reasonably acceptable to the Company
to render the services described on the Statement of Work; provided that Consultant shall be responsible
for any such person’s compliance with the terms of this Agreement.]2 [If the Company and Consultant
agree to modifications, additions or enhancements to services that are not already the subject of an
executed Statement of Work, each such change will be described in a new Statement of Work describing
such modifications, additions and/or enhancements in reasonable detail and including the payment terms
therefor.] Nothing in this Agreement shall in any way limit, restrict or prohibit Consultant from being
employed or engaged by any third party during the term of this Agreement; provided that any such other
employment or engagement does not materially and adversely interfere with the performance by
Consultant of its services to the Company hereunder.

2. Term. This Agreement shall be effective as of Start date and will terminate on End date
unless extended by mutual agreement of the Company and Consultant; provided that [each of the
Company and Consultant shall have the right to terminate this Agreement at any time upon not less than 7
days’ prior written notice to the other party].3 In the event of any termination of this Agreement by the
Company, Consultant shall be paid pro rata through the date of such termination[, plus such additional
days (at the daily rate set forth on the Statement of Work) as the Company and Consultant may mutually
agree are necessary for a suitable turnover of work in progress].

3. Fee; Expenses. The Company shall pay the Consultant such fee(s) as are identified in the
Statement of Work. In addition, the Company shall reimburse Consultant for all reasonable and
documented expenses incurred in the course of performing Consultant’s duties and responsibilities under
this Agreement, including reasonable travel-related expenses. 4 Unless otherwise provided in the
Statement of Work, payments to be made to Consultant hereunder shall be made within [thirty (30)] days
of invoicing by wire transfer to such account(s) as Consultant designates in writing.

4. Independent Contractor. It is expressly understood and agreed that Consultant is, and shall at
all times during the term of this Agreement be deemed to be, an independent contractor of the Company,
1
NTD: Alternatively, “Services” could also be specified in the Consulting Agreement itself.
2
NTD: In certain instances, Company may require specific individuals.
3
NTD: Term s may vary. In some circumstances, it may be appropriate to provide for built in “extensions” or
automatic renewals, or to provide either party with specific rights to terminate prior to expiration of the initial term.
4
NTD: Company may at times seek caps on individual and/or aggregate expenses, or may require prior approval of
larger expense items.
and nothing in this Agreement shall in any way be deemed or construed to constitute Consultant as a
partner or employee of the Company.

5. Confidential Information. Consultant acknowledges and agrees that its engagement with the
Company may involve the understanding of and access to trade secrets and/or non-public proprietary
information pertaining to the business and affairs of the Company (collectively, “Confidential
Information”). Consultant agrees that it will hold in trust, keep confidential, and not disclose to any
person or entity or make any use of any Confidential Information except for the benefit of the Company
and only as necessary in connection with its engagement with the Company. The foregoing obligations
shall not apply to, and the term “Confidential Information” shall not include, any information which (a) is
or becomes a part of the public domain, (b) was in Consultant’s possession prior to its disclosure to
Consultant by or on behalf of the Company, or (c) was or is received by Consultant from a third party
who was not, to Consultant’s knowledge at the time of such receipt, prohibited from disclosing such
information by a confidentiality or other obligation to the Company in respect of such information. 5

6. Indemnification. The Company agrees to indemnify, defend and hold Consultant harmless
from and against any and all liability, loss, damage, claim or expense, including, without limitation,
reasonable attorneys’ fees and expenses, arising out of, resulting from or relating to any performance by
Consultant of any duties or responsibilities for or at the direction of the Company, except in each case to
the extent that any such liability, loss, damage, claim or expense resulted from the gross negligence or
willful misconduct of Consultant or from the breach by Consultant of this Agreement. 6

7. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

OTHER PARTY FOR LOST PROFITS OR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT, EVEN IF
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.7

8. Force Majeure. No party shall be liable or responsible for any delay in performing its
obligations under this Agreement to the extent that the delay is caused by any act, event or circumstance
beyond the reasonable control of such party, including without limitation any act of war, terrorism, civil
riot or upheaval, quarantine, embargo or similar governmental action, strike or labor dispute, hurricane,
flood or other natural disaster (each, a “Force Majeure Event”), as long as that party gives notice
describing the Force Majeure Event promptly to the other party and uses commercially reasonable efforts
to resume performance as soon as is reasonably possible.

9. Successors and Assigns. This Agreement shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns. This Agreement may not be assigned in whole or in
part by either party without the prior written consent of the other party.8

10. Severability. If any provision of this Agreement would be held to be invalid, prohibited or
unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction only, shall be
ineffective to the extent of such invalidity, prohibition, unenforceability, without invalidating the
remaining provisions of this Agreement.

5
NTD: Company may also request “work for hire” and/or invention assignment provisions with respect to
intellectual property created by Consultant during the course of rendering services.
6
NTD: Certain Companies may seek to resist indemnification altogether and/or may request “mutual”
indemnification from the Consultant.
7
NTD: Liability limits and caps may be a matter of negotiation.
8
NTD: Company may request ability to assign to affiliates or other third parties. This may be acceptable; however,
Consultant should ensure that a creditworthy continues to stand behind payment obligations.
2
 11. Entire Agreement; Waivers. This Agreement constitutes the entire agreement and
understanding of the parties hereto and supersedes all prior agreements, whether oral or written, between
the parties relating to the subject matter hereof and may not be changed or modified except in writing
signed by the parties hereto. The failure of either party to require the performance of any term of this
Agreement or the waiver by either party of any breach under this Agreement shall not prevent a
subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach.

12. Construction, Interpretation. In the event any ambiguity or question of intent or

interpretation arises, this Agreement shall be construed as drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship
of any of the provisions of this Agreement. The headings of the Sections and sub-sections hereof are
inserted for convenience of reference only and shall not affect any interpretation of this Agreement

13. Governing Law; Arbitration. This Agreement shall be governed in all respects by the
internal laws of the State of New York, without regard to conflicts of laws principles. Any dispute
concerning any interpretation, enforcement, or breach of this Agreement, or otherwise arising between the
parties, shall be submitted to binding arbitration in New York, New York, in accordance with the then
prevailing commercial arbitration rules of the American Arbitration Association. The arbitration will be
conducted by a single arbitrator. The award of the arbitrator shall be final and binding, and judgment on
the award may be confirmed and entered in any state or federal court in the State of New York. In the
event of any court proceeding to challenge or enforce an arbitrator’s award, the parties hereby consent to
the exclusive jurisdiction of the state and federal courts in New York and agree to venue in that
jurisdiction.

14. Counterparts; Signatures. This Agreement may be executed by facsimile or electronic

signature and in any number of counterparts, each of which shall be deemed an original, but all of which,
when taken together, shall constitute one and the same instrument.

[remainder of page intentionally left blank; signature page follows]

3
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers or representatives as of the date first above written.

ACCEPTED AND AGREED:

Consultant Client

Signature Signature

Name Name

Name Name

Title Title

Title Title

Date Date

Date Date

Please sign, scan, and email to email

 Appendix: Statement of Work #19
CONSULTANT: Consultant
COMPANY: Client
EFFECTIVE DATE: Date
This Statement of Work is subject to the terms of the Consultant Agreement between the parties, dated
Start date (the “Agreement”). The terms of this Statement of Work shall control if there is a conflict
between the terms of the Agreement and this Statement of Work.
DESCRIPTION OF SERVICES:
Description

INDIVIDUAL PERFORMING THE WORK:

Name or such other person(s) as shall be acceptable to the Company in its [sole]/[reasonable] discretion.

PROFESSIONAL FEES:

• [include applicable fee schedule]

9
NTD: Format to be customized/expanded, as appropriate.