Technical Consulting Agreement

Defines the consulting, architecture review, code review, advisory, and related technical services to be provided, while excluding work not expressly listed.

States the applicable hourly rate, retainer fee, or advisory charge, when invoices are issued, payment due dates, and the client's responsibility for approved expenses.

Requires the consultant to protect client technical information, source code, credentials, product plans, security details, and other confidential materials.

Clarifies ownership of work product, preserves the consultant's rights in pre-existing tools and reusable know-how, and addresses any license granted to the client.

Restricts the consultant from soliciting or hiring client employees or contractors for a defined period, subject to applicable law and general solicitation exceptions.

Allows termination with notice, addresses immediate termination for material breach, and sets obligations for final invoices, return of materials, and limited transition support.

Allocates project risks by disclaiming unsupported guarantees, limiting recoverable damages, and excluding indirect, consequential, or lost-profit damages where enforceable.

Identifies the governing law, forum, notice requirements, and escalation process for resolving disputes before litigation or formal proceedings.