📝 EcoAxis Consulting Master Consulting Services Agreement
Effective Date: [11/07/2025]
1. Engagement of Consultant
Consultant agrees to perform consulting services as defined in any Work Order or Statement of Work (SOW) referencing this Agreement. Changes to the scope require a written Change Request, reviewed and approved by both parties, adjusting deliverables, timeline, and fees accordingly.
2. Work Orders / Statements of Work
Each SOW will describe the Deliverables, Project Timeline, Fees, and any specific client responsibilities. SOWs are incorporated by reference and governed by the terms herein.
3. Fees & Payment
Payment structure may be hourly, fixed-fee, or retainer-based as outlined in the SOW. Clients agree to pay invoices within set [e.g., Net 30] days. Late payments may incur interest or suspension of services.
4. Confidentiality
Both parties commit to maintaining the confidentiality of proprietary and sensitive information exchanged. This obligation survives the termination of this Agreement.
5. Intellectual Property
Unless otherwise stated, all deliverables developed under this Agreement belong to the Client upon final payment. Consultant retains ownership of background IP and proprietary methodologies and grants Client a non-exclusive license to use as defined.
6. Limitation of Liability & Indemnification
Liability of either party is capped at the fees paid for the applicable SOW. Neither party is liable for indirect, incidental, or consequential damages. Each party agrees to indemnify the other for losses arising from negligence or breach of contract.
7. Term & Termination
This Agreement remains in effect until terminated per an SOW or by either party with [e.g. 30 days’] written notice. Termination does not relieve the Client from payment obligations for services already rendered.
8. Force Majeure
Neither party is responsible for delays or failures due to causes beyond reasonable control (e.g. disasters, civil unrest).
9. Governing Law & Dispute Resolution
The laws of the USA govern this Agreement. Disputes will first attempt resolution through negotiation, followed by mediation, and finally binding arbitration or court action if necessary.
10. Non‑Solicitation
During the term of the Agreement and for [e.g. 12 months] after termination, neither party will solicit the employees or contractors of the other without prior written consent.
11. Assignment & Delegation
Neither party may assign or subcontract obligations without prior written consent from the other party.
12. Notices
All communications under this Agreement should be in writing and delivered to the parties’ addresses specified in each SOW.
13. Severability
If any provision is found to be unenforceable, the remaining provisions remain in full effect. Courts may reform the clause to uphold intent.
14. Entire Agreement & Amendments
This Agreement and any SOWs represent the entire understanding between the parties. Any amendments must be in writing and signed by both parties.