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Parties

Recitals

WHEREAS, Client desires to retain Consultant to provide certain marketing consulting services, and Consultant desires to provide such services to Client, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Services

1.1 Consultant shall provide marketing consulting services as mutually agreed upon in writing from time to time (the "Services"). The scope of initial Services includes strategic marketing advisory, campaign oversight, and monthly deliverables reporting.

1.2 Consultant shall deliver a written Monthly Deliverables Report by the 5th business day of each calendar month detailing work completed, KPIs achieved, and recommendations for the following month.

2. Term

2.1 This Agreement commences on the Effective Date and continues for a period of six (6) months, unless earlier terminated in accordance with Section 6 of this Agreement.

2.2 This Agreement may be renewed by mutual written consent of both parties no later than fifteen (15) days prior to expiration.

3. Compensation & Payment

3.1 Client shall pay Consultant a monthly retainer of $5,000.00 USD, due and payable on the 1st day of each calendar month.

3.2 Invoices unpaid after fifteen (15) days from due date shall accrue interest at 1.5% per month on the outstanding balance.

3.3 All fees are exclusive of applicable taxes. Client is responsible for all sales, use, and similar taxes.

4. Confidentiality (Mutual NDA)

4.1 Each party ("Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party ("Disclosing Party") and not to disclose such information to any third party without prior written consent.

4.2 "Confidential Information" means any non-public, proprietary information disclosed in connection with this Agreement, including but not limited to business plans, financial data, customer lists, marketing strategies, and technical specifications.

4.3 The obligations of this Section 4 shall survive termination or expiration of this Agreement for a period of three (3) years.

5. Intellectual Property

5.1 All work product created by Consultant specifically for Client under this Agreement shall, upon full payment, be deemed a "work made for hire" and shall be owned by Client.

5.2 Consultant retains ownership of all pre-existing tools, methodologies, frameworks, and general know-how.

6. Termination

6.1 Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.

6.2 Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice thereof.

7. Limitation of Liability

7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. CONSULTANT'S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. General Provisions

8.1 Governing Law. This Agreement shall be governed by the laws of [State], without regard to conflict of law principles.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.

8.3 Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.