This Consulting Agreement ("Agreement") is between Archon-IX ("Consultant") and the client named in the Proposal ("Client"), effective on the date both parties sign.
Consultant will perform the services described in the signed Proposal ("Scope"). Work outside the Scope requires a written change order and may change the price and timeline.
Client provides timely access to systems, repositories, credentials, and personnel reasonably required. Delays caused by missing access extend the timeline day-for-day.
On full payment, all work product created specifically for Client under this Agreement is assigned to Client. Consultant retains the right to reuse general methods, patterns, and know-how. Pre-existing tools and templates remain Consultant's property, licensed to Client for internal use.
Both parties keep the other's non-public information confidential and use it only to perform this Agreement. Survives termination for 2 years.
Consultant's total liability is capped at the fees paid under the Proposal giving rise to the claim. Neither party is liable for indirect, incidental, or consequential damages. Consultant is not liable for pre-existing defects, third-party services, or Client's failure to implement recommendations.
Either party may terminate with 7 days' written notice. Client pays for all work performed through termination plus any non-cancellable commitments. Fixed-package deposits are non-refundable once work has begun.
Template — have an attorney review before first client use.