Term of Agreement

​This Consulting Agreement ("Agreement") is entered into as of (Effective Date) by and between: Devin Michelle’s Consulting & Simpson Content and Marketing Factory ("Consultant"), a Baltimore-based consulting firm with its principal place of business at (Company Address) and [Client Name] ("Client"), with a principal place of business at (Client Address). 1. Scope of Work Consultant agrees to provide consulting services as detailed in the attached Statement of Work (SOW) or agreed upon in writing between both parties. Services may include, but are not limited to: Community Engagement & Event Planning Vendor Management & Business Operations Consulting Marketing & Branding Strategy Public Relations & Content Development Digital Strategy & Social Media Consulting 2. Term & Termination 2.1 Term This Agreement shall commence on (Effective Date) and continue until (End Date) unless terminated earlier by either party. 2.2 Termination Either party may terminate this Agreement: With 30 days' written notice for any reason. Immediately if the other party breaches a material term and fails to cure within 7 days of written notice. If either party becomes insolvent, bankrupt, or ceases business operations. Client shall compensate Consultant for all work completed before termination, including expenses incurred. 3. Compensation & Payment Terms 3.1 Fees Client agrees to pay Consultant: A fixed project fee of $____ OR An hourly rate of $____ per hour A monthly retainer fee of $____ per month (if applicable) 3.2 Payment Schedule 50% deposit due before work begins (for project-based work). Remaining balance due upon completion or based on agreed milestones. Retainer clients must make full payment in advance for each month. 3.3 Late Payments Payments not received within 7 days of the due date are subject to a 5% late fee per month. Consultant may suspend services until payment is received. 4. Confidentiality & Non-Disclosure 4.1 Confidential Information Both parties agree to keep confidential any proprietary, financial, or strategic information shared during the consulting engagement. 4.2 Exclusions Confidentiality does not apply to information that: Was publicly available before disclosure. Becomes public through no fault of the receiving party. Is required to be disclosed by law. 5. Intellectual Property & Ownership 5.1 Work Product Ownership Consultant retains all rights to pre-existing materials, templates, and proprietary methodologies used in delivering services. Any custom work created specifically for Client will be the Client’s property upon full payment. Consultant reserves the right to use non-confidential elements of the work for portfolio and promotional purposes. 6. Independent Contractor Relationship Consultant is an independent contractor, not an employee, agent, or partner of Client. Client will not withhold taxes or provide benefits. Consultant is responsible for all applicable taxes. 7. Limitation of Liability Consultant does not guarantee specific business results or success. Consultant's total liability is limited to the fees paid by Client under this Agreement. Consultant is not responsible for any indirect, incidental, or consequential damages. 8. Indemnification Each party agrees to defend, indemnify, and hold harmless the other from claims, liabilities, and damages arising from negligence, misconduct, or breach of this Agreement. 9. Dispute Resolution 9.1 Governing Law This Agreement shall be governed by the laws of the State of Maryland (or applicable state where Consultant operates). 9.2 Mediation & Arbitration If a dispute arises, both parties agree to attempt good faith mediation. If unresolved, disputes will be settled by binding arbitration in Baltimore, MD under the rules of the American Arbitration Association (AAA). 10. Force Majeure Neither party is liable for delays or failure to perform due to circumstances beyond their control, including acts of God, natural disasters, or government actions. 11. Miscellaneous Provisions No Assignment – Client may not transfer this Agreement without Consultant’s written approval. Severability – If any part of this Agreement is deemed unenforceable, the remaining terms remain valid. Entire Agreement – This Agreement represents the entire agreement between the parties, superseding any previous discussions. Amendments – Any changes to this Agreement must be made in writing and signed by both parties. 12. Signatures By clinking you, both parties agree to the Terms of Agreement.