Consulting Agreement

This CONSULTING AGREEMENT (together with all Scopes of Work attached hereto, the “Agreement”), dated as of ______, 202_ (the “Effective Date”), is entered into by and between [Consultant], with a principal place of business at [Consultant Address] (“Consultant”), and [Client], with a principal place of business at [Client Address] (“Client”). Client and Consultant may each be referred to herein individually as a “Party” or collectively as the “Parties.”

(a) Scope of Work. Pursuant to this Agreement, Consultant agrees to and will perform certain services (the “Services”) for Client. Unless otherwise provided herein, the scope of work, date and time schedule, fees, cost and payment schedule for any Services will be detailed in a written Scope of Work that is expressly agreed to (which may be by email) by both Consultant and Client (each such Scope of Work, a “SOW” and collectively, the “SOWs”). The first SOW is attached to this Agreement as Exhibit A, which is incorporated into and made a part of this Agreement. The Parties may enter into one or more additional SOWs providing for additional Services. When an additional SOW is expressly agreed to (including by email) by both Client and Consultant, such SOW shall be subject to the terms of this Agreement. Except as otherwise set forth in this Agreement, any conflict between the terms of this Agreement and the terms of a SOW will be resolved in favor of the Agreement.

(b) Independent Contractor. The Parties acknowledge and agree that Consultant will provide the Services as an independent contractor. While Client is entitled to exercise a general power of supervision and control over the result of the Services, including but not limited to the rights to inspect, stop work and/or request modifications, Client will not control the manner or means by which Consultant provides the Services, including but not limited to the time and place where the Services are performed, the methods employed or the equipment used in connection therewith.

(c) Change Orders. In the event that Client requests changes to the SOW in writing (including by email), Consultant will submit a “Change Order” to Client, which will include the pricing changes based on Consultant’s then projected fees for such changes. Upon execution of the Change Order by the Parties, the applicable SOW will be deemed amended to incorporate the changes as provided in the Change Order.

(d) Client Obligations. Consultant will notify Client of any assets, materials and documentation needed from Client to complete the Services (the “Client Materials”). Client is responsible for providing all Client Materials to Consultant promptly upon notice from Consultant. Consultant will not be liable for any delay in any scheduled timeline arising from Client’s delay in delivering Client Materials and any such delay will not affect Client’s obligation to pay Fees due hereunder.