Consulting Agreement

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") between:

Consultant: Frank Brants, d/b/a Brants Design ("Consultant")
Client: As identified in the project details below ("Client")

1. SERVICES
Consultant agrees to provide the services described in the Project Description section of this Agreement ("Services"). The scope, deliverables, and timeline are as specified in the project details. Any changes to the scope of work require written agreement from both parties.

2. COMPENSATION
Client agrees to pay the total amount specified in the project details ("Project Fee") according to the selected payment terms:
- 50/50: 50% due upon signing this Agreement, 50% due upon project delivery.
- Milestone-based: Payments due at agreed milestones as outlined in the project description.
- Full upfront: 100% due upon signing this Agreement.
Payment is due within 14 days of invoice date. Late payments accrue interest at 1.5% per month.

3. INTELLECTUAL PROPERTY
Upon receipt of full payment, all custom code, designs, and deliverables created specifically for this project ("Work Product") become the exclusive property of Client. Consultant retains no rights to the Work Product except:
- Consultant retains the right to use general-purpose tools, libraries, and frameworks developed independently of this project.
- Open-source components included in the deliverables remain subject to their respective licenses.
- Consultant may request permission to reference the project in portfolio materials (company name and general project type only). Client is under no obligation to grant this permission.

4. HOSTING AND INFRASTRUCTURE
If the project includes hosting on Consultant's infrastructure:
- Hosting is provided on dedicated, isolated virtual infrastructure (not shared hosting).
- Hosting fees, if applicable, are separate from the Project Fee and billed annually.
- Client may request migration to their own infrastructure at any time. Consultant will provide reasonable assistance with migration.
- Consultant maintains backups but is not liable for data loss. Client is encouraged to maintain independent backups.

5. SUPPORT
The project includes a post-launch support period as specified in the project details. During this period, Consultant will address bugs and issues in the delivered Work Product at no additional charge. New features, enhancements, or changes beyond the original scope are billable as a separate engagement.

6. TIMELINE
Consultant will make reasonable efforts to complete the project within the estimated timeline. Timelines are estimates, not guarantees. Delays caused by Client (delayed feedback, changing requirements, late payments) extend the timeline accordingly.

7. CLIENT RESPONSIBILITIES
Client agrees to:
- Provide timely feedback and approvals (1-2 business days preferred, within 5 business days unless otherwise agreed).
- Provide all necessary content, credentials, and access required for the project.
- Designate a single point of contact for project communications.

8. CONFIDENTIALITY
Both parties agree to keep confidential any proprietary or sensitive information shared during the project. This includes business plans, technical details, customer data, and financial information. This obligation survives termination of this Agreement.

9. LIMITATION OF LIABILITY
Consultant's total liability under this Agreement shall not exceed the Project Fee. Consultant is not liable for indirect, incidental, or consequential damages, including lost profits or data loss.

10. TERMINATION
Either party may terminate this Agreement with 14 days written notice. Upon termination:
- Client pays for all work completed to date.
- Consultant delivers all completed Work Product.
- If Client terminates before project completion, any upfront payments are non-refundable to the extent they cover work already performed.

11. DISPUTE RESOLUTION
The parties agree to attempt to resolve any disputes through good-faith negotiation. If negotiation fails, disputes shall be resolved through mediation before pursuing any legal action. This Agreement is governed by the laws of the State of Texas.

12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements. Amendments must be in writing and signed by both parties.