Below is a practical mutual non-disclosure agreement (NDA) template tailored for a software consulting engagement, including:

• Confidentiality obligations for both parties
• Intellectual property provisions
• Reasonable termination and survival clauses

This is a general template and should be reviewed by a qualified attorney for your jurisdiction and specific deal.

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MUTUAL NON-DISCLOSURE AND INTELLECTUAL PROPERTY AGREEMENT

This Mutual Non-Disclosure and Intellectual Property Agreement (“Agreement”) is entered into as of [Effective Date], by and between:

[Client Legal Name], a [State/Country] [entity type], with its principal place of business at [Address] (“Client”),

and

[Consultant Legal Name], a [State/Country] [entity type/individual], with its principal place of business at [Address] (“Consultant”).

Client and Consultant may each be referred to herein as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties wish to discuss and/or enter into a software consulting relationship involving the evaluation, design, development, implementation, testing, support, or related services (the “Purpose”). In connection with the Purpose, each Party may disclose to the other certain confidential or proprietary information.

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally, visually, electronically, in writing, or by inspection, that:

a. is designated as confidential or proprietary; or
b. reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

• software, source code, object code, APIs, scripts, libraries, tools, systems architecture, algorithms, models, prompts, workflows, methods, and technical documentation;
• product plans, roadmaps, designs, specifications, prototypes, inventions, discoveries, know-how, and trade secrets;
• business plans, pricing, forecasts, financial information, customer lists, supplier information, marketing plans, and sales data;
• security information, credentials, access methods, audit records, infrastructure details, and vulnerability information;
• personal data and other data provided in connection with the Purpose;
• the existence and terms of any proposed or actual engagement between the Parties.

3. Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate by written records:

a. was or becomes publicly available through no breach of this Agreement;
b. was already lawfully known to the Receiving Party without confidentiality obligation before disclosure by the Disclosing Party;
c. is lawfully received from a third party without restriction and without breach of any obligation; or
d. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Confidentiality Obligations

The Receiving Party shall:

a. use the Disclosing Party’s Confidential Information solely for the Purpose;
b. protect such Confidential Information using at least reasonable care, and no less than the care it uses to protect its own similar confidential information;
c. not disclose such Confidential Information to any third party except as permitted under this Agreement; and
d. limit access to those of its employees, officers, contractors, advisors, and representatives (“Representatives”) who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Each Party is responsible for any breach of this Agreement by its Representatives.

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it may do so only to the extent legally required, provided that, where legally permitted, it gives prompt written notice to the Disclosing Party and reasonably cooperates, at the Disclosing Party’s expense, in seeking confidential treatment or a protective order.

6. No License; Ownership of Confidential Information

All Confidential Information remains the exclusive property of the Disclosing Party. Except as expressly stated in this Agreement, no license or other rights, by implication or otherwise, are granted under any intellectual property rights of either Party by disclosure of Confidential Information.

7. Intellectual Property Rights

7.1 Pre-Existing Materials

Each Party retains all right, title, and interest in and to its respective pre-existing intellectual property, materials, software, tools, code, know-how, documentation, inventions, processes, and other technology developed or acquired independently of this engagement (“Background IP”).

7.2 Deliverables

Unless otherwise set forth in a separate written statement of work, master services agreement, or work order signed by both Parties:

a. Client Materials and Data. Client retains all right, title, and interest in and to all materials, data, content, specifications, and information provided by Client.
b. Consultant Tools and Reusable Components. Consultant retains all right, title, and interest in and to Consultant’s Background IP, development tools, frameworks, templates, utilities, scripts, libraries, general skills, know-how, concepts, techniques, and any reusable components that do not uniquely embody Client’s Confidential Information (“Consultant Retained IP”).
c. Project-Specific Deliverables. Upon full payment of all undisputed fees due for the applicable services, Consultant assigns to Client all right, title, and interest in and to the final software deliverables, documentation, and other work product specifically created by Consultant for Client and expressly identified in a signed statement of work as deliverables for ownership transfer (“Deliverables”), excluding Consultant Retained IP and third-party materials.
d. License Back to Consultant Retained IP. To the extent any Consultant Retained IP is incorporated into the Deliverables, Consultant grants Client a perpetual, worldwide, non-exclusive, transferable (solely in connection with a permitted transfer of the Deliverables), sublicensable, royalty-free license to use, execute, reproduce, display, perform, modify, and distribute such Consultant Retained IP solely as incorporated in or necessary to use the Deliverables for Client’s internal business purposes, unless otherwise agreed in writing.
e. Third-Party and Open-Source Materials. Any third-party software, open-source software, or other third-party materials included in the Deliverables are subject to their applicable licenses, and Consultant shall identify such materials to Client to the extent reasonably practicable.

7.3 Feedback

If either Party provides suggestions, comments, or feedback regarding the other Party’s products or services, the receiving Party may use such feedback without restriction or obligation, provided it does not disclose the disclosing Party’s Confidential Information in doing so.

8. Return or Destruction of Confidential Information

Upon written request of the Disclosing Party, or upon termination of discussions or services, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information, except that the Receiving Party may retain:

a. copies required for legal, regulatory, compliance, insurance, or archival backup purposes; and
b. one archival copy for the sole purpose of determining obligations under this Agreement.

Any retained Confidential Information remains subject to this Agreement for as long as retained.

9. Term and Termination

9.1 Term

This Agreement begins on the Effective Date and continues for [two (2)] years, unless earlier terminated in accordance with this Section.

9.2 Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.

9.3 Immediate Termination

Either Party may terminate this Agreement immediately upon written notice if the other Party:

a. materially breaches this Agreement and, if curable, fails to cure such breach within ten (10) days after receiving written notice;
b. becomes insolvent, ceases business operations, or becomes subject to any bankruptcy or similar proceeding not dismissed within sixty (60) days.

9.4 Effect of Termination

Termination of this Agreement shall not affect:

a. any rights or obligations accrued before the effective date of termination;
b. any separate payment obligations, service obligations, or ownership transfers established under another written agreement between the Parties; or
c. the Receiving Party’s obligation to protect Confidential Information disclosed before termination.

10. Survival

The obligations in Sections 2, 3, 4, 5, 6, 7, 8, 9.4, 10, 11, 12, 13, and 14 survive expiration or termination of this Agreement. Confidentiality obligations continue for five (5) years from the date of disclosure, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

11. Equitable Relief

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting bond except as required by law.

12. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any proposed transaction, engagement, or business relationship. Each Party reserves the right, in its sole discretion, to discontinue discussions at any time.

13. Disclaimers

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS,” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ITS ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT.

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to conflict of laws principles.

14.2 Venue

Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County, State/Country], and each Party consents to the personal jurisdiction of such courts.

14.3 Assignment

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

14.4 Notices

All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by recognized overnight courier, or sent by email with confirmation of transmission to the addresses set forth above or to such other address as a Party may designate by notice.

14.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written understandings regarding that subject matter.

14.6 Amendment; Waiver

Any amendment to this Agreement must be in writing and signed by both Parties. No waiver of any provision is effective unless in writing and signed by the Party waiving the provision.

14.7 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

14.8 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures are deemed effective as originals.

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SIGNATURES

CLIENT
[Client Legal Name]

By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

CONSULTANT
[Consultant Legal Name]

By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

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Optional Add-On Clauses You May Want

Depending on the engagement, you may also want to add:

1. Data Protection / Privacy Clause
   If the consultant may access personal data, add GDPR/CCPA/privacy and security obligations.

2. Security Requirements
   Minimum safeguards, MFA, encryption, breach notification timelines.

3. Non-Solicitation
   Prevent poaching of employees/contractors for a limited period.

4. Export Control
   Useful if software or technical data crosses borders.

5. Residual Knowledge Clause
   Sometimes consultants ask to keep general ideas retained in unaided memory; clients often resist this.

6. Work-for-Hire Language
   If you want stronger client ownership, add a more explicit work-made-for-hire assignment clause, subject to local law.

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Practical Notes

For a software consulting deal, the biggest negotiation points are usually:

• whether the NDA is mutual or one-way;
• who owns custom code;
• whether the consultant keeps rights to reusable libraries and tools;
• treatment of open-source software;
• how long confidentiality lasts;
• whether termination is immediate for breach or includes a cure period.

If you want, I can also provide:

1. a more client-favorable version,
2. a more consultant-favorable version, or
3. a short-form NDA limited to 1–2 pages.

NON-DISCLOSURE AGREEMENT

Software Consulting Engagement

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MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Agreement is entered into as of the date last signed below

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⚠️ LEGAL NOTICE This document is a template provided for informational and drafting purposes only. It does not constitute legal advice and does not create an attorney-client relationship. You should consult a licensed attorney in your jurisdiction before executing any legally binding agreement, as laws vary significantly by location and specific circumstances.

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PARTIES

This Mutual Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:

CLIENT: [Client Company Name], a [entity type, e.g., corporation, LLC] organized under the laws of [State/Country], with its principal place of business at [Address] (hereinafter "Client");

and

CONSULTANT: [Consultant Name or Consulting Firm Name], a [entity type or "individual"] organized under the laws of [State/Country], with its principal place of business at [Address] (hereinafter "Consultant");

Client and Consultant are each referred to herein individually as a "Party" and collectively as the "Parties."

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RECITALS

WHEREAS, Client desires to engage Consultant to provide software consulting services as more particularly described herein or in a separate Statement of Work;

WHEREAS, in connection with such engagement, each Party may disclose to the other certain proprietary, confidential, and trade secret information;

WHEREAS, the Parties desire to protect such information and to define their respective rights and obligations with respect thereto;

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

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ARTICLE I — DEFINITIONS

1.1 "Confidential Information" means any and all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or by any other means, that:

(a) Is designated as "Confidential," "Proprietary," or with a similar legend at the time of disclosure;

(b) Is disclosed verbally and identified as confidential at the time of disclosure, with written confirmation provided within fifteen (15) calendar days thereafter; or

(c) Reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to:

• Source code, object code, algorithms, and software architecture
• Technical specifications, system designs, and engineering documentation
• Business strategies, financial projections, and pricing information
• Customer and vendor lists, contracts, and relationship data
• Personnel information, compensation structures, and hiring plans
• Proprietary processes, methodologies, and workflows
• Current and planned product features and roadmaps
• Security protocols, credentials, and access mechanisms
• Research and development activities and findings
• Any information received from third parties that a Party is obligated to treat as confidential

1.2 "Consulting Services" means the software consulting, development advisory, technical assessment, or related professional services to be performed by Consultant for Client, as described in this Agreement or any applicable Statement of Work ("SOW") attached hereto.

1.3 "Deliverables" means any work product, reports, analyses, code, documentation, or other materials specifically created by Consultant for Client under a Statement of Work.

1.4 "Pre-Existing IP" means any intellectual property, including software tools, frameworks, libraries, methodologies, processes, know-how, and inventions:

(a) Owned or developed by either Party prior to the Effective Date; or

(b) Developed by Consultant independently of the Consulting Services and without use of Client's Confidential Information.

1.5 "Work Product IP" means any intellectual property created, conceived, or developed specifically for Client as part of the Deliverables under a Statement of Work.

1.6 "Representative(s)" means a Party's directors, officers, employees, contractors, agents, advisors, and legal counsel who have a legitimate need to access Confidential Information in connection with the Consulting Services.

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ARTICLE II — CONFIDENTIALITY OBLIGATIONS

2.1 Obligation of Confidentiality. Each Receiving Party agrees to:

(a) Hold all Confidential Information of the Disclosing Party in strict confidence;

(b) Use the Confidential Information solely for the purpose of performing or receiving the Consulting Services (the "Permitted Purpose");

(c) Not disclose, reproduce, distribute, transmit, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party;

(d) Apply no less than the same degree of care used to protect its own confidential information, and in no event less than reasonable care; and

(e) Promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized use, disclosure, or breach of this Agreement.

2.2 Permitted Disclosures to Representatives. The Receiving Party may disclose Confidential Information to its Representatives who:

(a) Have a genuine need to know such information in connection with the Consulting Services;

(b) Are informed of the confidential nature of the information; and

(c) Are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

The Receiving Party shall remain fully liable for any breach of this Agreement by its Representatives.

2.3 Compelled Disclosure. If the Receiving Party is required by applicable law, regulation, court order, or governmental authority to disclose Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt prior written notice (to the extent legally permissible) sufficient to allow the Disclosing Party to seek a protective order or other appropriate relief;

(b) Cooperate reasonably with the Disclosing Party's efforts to resist or limit such disclosure; and

(c) Disclose only that portion of the Confidential Information that is legally required to be disclosed, and use reasonable efforts to ensure such information is treated as confidential by the receiving governmental body or court.

2.4 Security Measures. Each Receiving Party shall implement and maintain reasonable physical, technical, and administrative safeguards to protect Confidential Information, including:

(a) Limiting access to Confidential Information to authorized Representatives on a need-to-know basis;

(b) Using encryption for electronic transmission and storage of Confidential Information where reasonably practicable;

(c) Maintaining secure storage for physical materials containing Confidential Information; and

(d) Implementing access controls and audit trails where technically feasible.

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ARTICLE III — EXCEPTIONS TO CONFIDENTIALITY

3.1 Exclusions. The obligations of Article II shall not apply to information that the Receiving Party can demonstrate through written documentation:

(a) Public Domain: Was or becomes publicly available through no act or omission of the Receiving Party or its Representatives;

(b) Prior Knowledge: Was already known to the Receiving Party at the time of disclosure, free of any obligation of confidentiality;

(c) Independent Development: Was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information;

(d) Third-Party Disclosure: Was rightfully received by the Receiving Party from a third party who had the right to disclose such information without restriction; or

(e) Written Consent: Is disclosed with the prior written consent of the Disclosing Party.

3.2 Burden of Proof. The Receiving Party bears the burden of establishing that any exception under Section 3.1 applies, and such burden shall be satisfied only by clear and convincing written evidence.

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ARTICLE IV — INTELLECTUAL PROPERTY RIGHTS

4.1 Retention of Pre-Existing IP.

(a) Client Pre-Existing IP: Client retains all right, title, and interest in and to Client's Pre-Existing IP. Consultant shall acquire no ownership rights in Client's Pre-Existing IP by virtue of this Agreement or the Consulting Services.

(b) Consultant Pre-Existing IP: Consultant retains all right, title, and interest in and to Consultant's Pre-Existing IP. Client shall acquire no ownership rights in Consultant's Pre-Existing IP by virtue of this Agreement, except as expressly licensed herein.

4.2 Ownership of Work Product IP.

[OPTION A — Client Ownership (Recommended for most client engagements):]

All Work Product IP created by Consultant specifically for Client under a Statement of Work shall be considered works made for hire to the maximum extent permitted by applicable law. To the extent any Work Product IP does not qualify as a work made for hire, Consultant hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product IP, including all patents, copyrights, trade secrets, and other intellectual property rights therein.

[OPTION B — Consultant Ownership with License (Alternative approach):]

Consultant shall retain ownership of all Work Product IP. Consultant hereby grants to Client a non-exclusive, perpetual, royalty-free, worldwide license to use, modify, and distribute the Work Product IP solely for Client's internal business purposes.

[OPTION C — Joint Ownership (Use with caution; consult an attorney):]

Work Product IP specifically created for Client under a Statement of Work shall be jointly owned by the Parties, with each Party holding an undivided interest. Each Party may exploit jointly owned IP [with / without — select one] the other Party's consent, [with / without — select one] obligation to account for profits.

⚠️ Note: Select ONE of Options A, B, or C and delete the others. Option A is most protective of Client interests. Option B is common in consulting engagements where Consultant uses proprietary tools. Option C creates complex legal issues and generally should be avoided. Consult an attorney.

4.3 License to Consultant's Pre-Existing IP. Where Consultant incorporates Pre-Existing IP into Deliverables, Consultant hereby grants Client a non-exclusive, perpetual, royalty-free, worldwide license to use such Pre-Existing IP solely as incorporated in the Deliverables and solely for Client's internal business purposes, unless a broader license is expressly set forth in the applicable Statement of Work.

4.4 Moral Rights. To the extent permitted by applicable law, Consultant hereby irrevocably waives any moral rights, rights of attribution, rights of integrity, or similar rights with respect to Work Product IP assigned to Client under Section 4.2.

4.5 Further Assurances. Each Party agrees to execute such additional documents and take such further actions as may be reasonably necessary to perfect, record, or enforce the intellectual property rights set forth in this Agreement, at the requesting Party's reasonable expense.

4.6 License Grant for Consulting Services. Client hereby grants Consultant a limited, non-exclusive, non-transferable, revocable license to access and use Client's Confidential Information and Pre-Existing IP solely as necessary to perform the Consulting Services during the term of this Agreement.

4.7 Open Source Software. Consultant shall promptly disclose to Client any open-source software components incorporated into Deliverables, including applicable license terms. Consultant shall not incorporate open-source software subject to "copyleft" or "viral" licensing terms (including GPL, LGPL, or AGPL) into Deliverables without Client's prior written consent.

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ARTICLE V — NON-SOLICITATION

5.1 Non-Solicitation of Personnel. During the term of this Agreement and for a period of [twelve (12) / eighteen (18) — select one] months following termination or expiration, neither Party shall, directly or indirectly:

(a) Solicit, recruit, induce, or encourage any employee or contractor of the other Party to terminate their relationship with such Party; or

(b) Hire any employee or contractor of the other Party who was involved in the Consulting Services, without the other Party's prior written consent.

5.2 Exception. Section 5.1 shall not prohibit either Party from:

(a) Conducting general, non-targeted recruiting campaigns or advertising (including job postings); or

(b) Hiring any person who responds to such general campaigns without solicitation.

⚠️ Note: Non-solicitation and non-compete clauses are subject to varying enforceability standards by jurisdiction. Some states and countries have enacted laws limiting or prohibiting such restrictions. Consult an attorney regarding enforceability in your jurisdiction.

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ARTICLE VI — TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for a period of [two (2) / three (3) — select one] years, unless earlier terminated in accordance with this Article VI (the "Term"). This Agreement may be renewed upon the mutual written agreement of the Parties.

6.2 Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon thirty (30) calendar days' prior written notice to the other Party.

6.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) calendar days of receiving written notice specifying the nature of the breach in reasonable detail;

(b) The other Party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or becomes subject to bankruptcy, reorganization, or similar proceedings;

(c) The other Party engages in fraudulent, dishonest, or grossly negligent conduct materially affecting this Agreement; or

(d) Continued performance would require a Party to violate applicable law or a court order.

6.4 Immediate Termination for IP or Confidentiality Breach. Notwithstanding Section 6.3(a), either Party may terminate this Agreement immediately and without cure period upon written notice if the other Party:

(a) Discloses Confidential Information to a competitor of the Disclosing Party;

(b) Misappropriates or infringes the other Party's intellectual property; or

(c) Commits a breach that by its nature cannot be remedied.

6.5 Effects of Termination.

Upon termination or expiration of this Agreement, the following shall apply:

(a) Return or Destruction of Confidential Information: Within ten (10) business days following termination, each Receiving Party shall, at the Disclosing Party's election:

(i) Return all tangible materials containing Confidential Information; or (ii) Certify in writing the permanent deletion and destruction of all Confidential Information and copies thereof in the Receiving Party's possession or control, including materials held by Representatives;

provided, however, that each Party may retain one (1) archival copy of Confidential Information solely for legal compliance purposes, subject to continuing confidentiality obligations.

(b) Payment Obligations: Client shall pay Consultant for all Consulting Services performed and reasonable non-cancellable expenses incurred through the effective date of termination.

(c) Deliverables: Consultant shall deliver to Client all completed or partially completed Deliverables as of the termination date. Client shall own all such completed Deliverables per Article IV. Ownership of partially completed Deliverables shall be as agreed in the applicable Statement of Work.

(d) License Termination: The license granted to Consultant under Section 4.6 shall terminate immediately upon termination of this Agreement.

(e) Cessation of Services: Consultant shall immediately cease all work on the Consulting Services, unless otherwise agreed in writing.

6.6 Survival. The following provisions shall survive termination or expiration of this Agreement for the periods indicated:

Provision	Survival Period
Article II (Confidentiality Obligations)	[3 / 5 — select one] years post-termination
Article III (Exceptions)	Indefinitely
Article IV (Intellectual Property Rights)	Indefinitely
Article V (Non-Solicitation)	Per Section 5.1
Section 6.5 (Effects of Termination)	Indefinitely
Article VIII (Limitation of Liability)	Indefinitely
Article IX (General Provisions)	Indefinitely

⚠️ Note: Trade secret protections generally survive indefinitely under applicable law regardless of what this Agreement specifies. The survival period for confidentiality obligations should reflect the commercially sensitive nature of the information involved.

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ARTICLE VII — REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that:

(a) It has full power and authority to enter into and perform its obligations under this Agreement;

(b) This Agreement has been duly authorized and constitutes a valid, legally binding, and enforceable obligation;

(c) Execution and performance of this Agreement does not conflict with any other agreement, obligation, or applicable law; and

(d) It will comply with all applicable laws and regulations in connection with its performance under this Agreement.

7.2 Consultant's Additional Representations. Consultant represents and warrants that:

(a) Consultant has the skills, expertise, and qualifications to perform the Consulting Services;

(b) The Deliverables, and Consultant's Pre-Existing IP incorporated therein, shall not infringe, misappropriate, or violate any third party's intellectual property rights or other proprietary rights;

(c) Consultant is not subject to any non-compete, non-solicitation, or confidentiality obligations with any third party that would restrict Consultant's ability to perform the Consulting Services; and

(d) Consultant will not incorporate into any Deliverable any third-party software, materials, or intellectual property without appropriate licenses or permissions.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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ARTICLE VIII — REMEDIES AND LIMITATION OF LIABILITY

8.1 Acknowledgment of Irreparable Harm. Each Party acknowledges that any breach of the confidentiality or intellectual property provisions of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the necessity of proving actual damages or posting bond, in addition to all other remedies available at law or equity.

8.2 Limitation of Liability.

(a) Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on Liability: EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY MISAPPROPRIATION, FRAUD, OR GROSS NEGLIGENCE, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED [the total fees paid or payable by Client to Consultant in the twelve (12) months preceding the claim / $[AMOUNT] — select one].

(c) Exceptions: The limitations in Sections 8.2(a) and 8.2(b) shall not apply to:

(i) Breaches of confidentiality obligations under Article II; (ii) Misappropriation of intellectual property under Article IV; (iii) A Party's indemnification obligations; (iv) Claims arising from fraud or intentional misconduct; or (v) Claims that cannot be limited under applicable law.

8.3 Indemnification.

(a) Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, agents, and successors (the "Indemnified Parties") from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(i) The Indemnifying Party's material breach of this Agreement; (ii) The Indemnifying Party's negligence or willful misconduct; or (iii) In the case of Consultant, any claim that the Deliverables infringe a third party's intellectual property rights.

(b) The Indemnified Party shall: (i) promptly notify the Indemnifying Party of any claim; (ii) grant the Indemnifying Party control of the defense and settlement; and (iii) provide reasonable cooperation at the Indemnifying Party's expense.

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ARTICLE IX — GENERAL PROVISIONS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles.

9.2 Dispute Resolution.

(a) Informal Resolution: The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement through direct negotiation between their designated representatives for a period of thirty (30) days following written notice of a dispute.

(b) Mediation: If the dispute is not resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in [City, State] before initiating arbitration or litigation.

(c) [Select One:]

[Arbitration Option:] Any unresolved dispute shall be finally settled by binding arbitration administered by [JAMS / AAA — select one] in accordance with its then-current Commercial Arbitration Rules, in [City, State]. The arbitration shall be conducted by [one / three — select one] arbitrator(s). The award shall be final and binding and may be entered in any court of competent jurisdiction. [Each Party shall bear its own costs / The prevailing Party shall be entitled to reasonable attorneys' fees and costs — select one].

[Litigation Option:] The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in [County, State] for resolution of any disputes arising under this Agreement.

(d) Exception for Equitable Relief: Notwithstanding the foregoing, either Party may seek emergency equitable relief from a court of competent jurisdiction without first engaging in the dispute resolution procedures set forth above.

9.3 Entire Agreement. This Agreement, together with any Statements of Work executed hereunder, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements relating thereto.

9.4 Amendments. This Agreement may not be modified or amended except by a written instrument duly executed by authorized representatives of both Parties.

9.5 Waiver. No waiver of any right or obligation under this Agreement shall be effective unless in writing and signed by the waiving Party. No waiver shall be construed as a continuing waiver or as a waiver of any other right or obligation.

9.6 Severability. If any provision of this Agreement is found invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

9.7 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder. Any purported assignment in violation of this Section shall be null and void.

9.8 Notices. All notices under this Agreement shall be in writing and delivered by:

(a) Personal delivery; (b) Certified mail, return receipt requested; (c) Overnight courier with tracking; or (d) Email with confirmation of receipt;

to the addresses set forth on the signature page, or such other address as a Party designates in writing. Notices shall be deemed delivered upon personal delivery, three (3) days after mailing, one (1) day after overnight delivery, or upon confirmed receipt of email.

9.9 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.

9.10 No Obligation to Proceed. Neither Party is obligated to disclose Confidential Information to the other Party or to enter into any further agreement or business relationship by virtue of this Agreement alone.

9.11 Export Controls. Each Party shall comply with all applicable export control laws and regulations in connection with its performance under this Agreement and shall not export or re-export any Confidential Information or technology in violation thereof.

9.12 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

9.13 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party. Headings are for convenience only and shall not affect interpretation.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last written below.

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CLIENT:

[Client Company Name]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

Address for Notices: [Street Address] [City, State, ZIP] [Email]

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CONSULTANT:

[Consultant Name or Consulting Firm Name]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

Address for Notices: [Street Address] [City, State, ZIP] [Email]

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EXHIBIT A — STATEMENT OF WORK TEMPLATE

[Attach separate Statement of Work documents as projects are defined. Each SOW should include at minimum:]

• Detailed description of services to be performed
• Deliverables and acceptance criteria
• Project timeline and milestones
• Compensation and payment schedule
• Specific IP ownership provisions (if different from this Agreement)
• Any additional confidentiality requirements specific to the project

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DRAFTING CHECKLIST AND NOTES

Before executing this Agreement, confirm the following:

• All bracketed fields have been completed or selections made
• IP ownership option (A, B, or C) has been selected and alternatives deleted
• Dispute resolution mechanism (arbitration or litigation) has been selected
• Governing law jurisdiction has been chosen and is appropriate
• Non-solicitation period has been selected and reviewed for enforceability
• Confidentiality survival period reflects the sensitivity of information involved
• Liability cap amount reflects the commercial value of the engagement
• Open-source software policy meets Client's requirements
• All parties have had the opportunity to review with their own counsel
• Statements of Work have been or will be drafted to complement this Agreement

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Template Version 1.0 | For attorney review before execution