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This contract for services is executed between MGA Consulting LLC, a Michigan corporation with its principal place of business at 36872 Brittany Hill Drive, Farmington, MI 48335 (hereinafter known as "The Consultant") and      , a                  corporation with its principal place of business at       (hereinafter known as "The Client"). 

Scope of Services

The Client and The Consultant have agreed to particular services that The Consultant will provide to The Client as set out below.

Services not set forth above are excluded from The Consultant's services and The Consultant assumes no responsibility to perform such services.


The Consultant will provide the services specified above for a period of       , from       to                      

Standard of Care

Services provided by The Consultant under this contract will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances.

The Consultant makes no guarantee that services performed for The Client will result in the outcome desired or expected by The Client.

Limitation of Liability

In recognition of the relative risks and benefits of the work performed to both The Client and The Consultant, the risks have been allocated such that The Client agrees, to the fullest extent permitted by law, to limit the liability of The Consultant to The Client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes to an amount not exceeding The Consultant's total fee (excluding expenses) for services rendered.  Such claims and causes include but are not limited to negligence, professional errors and omissions, strict liability, breach of contract or warranty.  In no event shall The Consultant be liable for any consequential damages arising out of the furnishing of services hereunder.

Confidential Communications

The Consultant may be required to report on the past or current qualifications and / or performance of others engaged or being considered for engagement directly or indirectly by The Client, and to render opinions or advice in that regard.  Those about whom reports and opinions are rendered may as a consequence initiate claims of libel or slander or unlawful discrimination against The Consultant.  To help create an atmosphere in which The Consultant feels free to express himself candidly in the interest of The Client, The Client agrees, to the fullest extent permitted by law, to indemnify and hold The Consultant harmless from any claim, liability or cost (including reasonable attorney's fees and costs of defense) for injury or loss arising or allegedly arising from the opinions and reports rendered by The Consultant to The Client.

Billing and Payment

The Client shall, if so agreed, make an initial payment of $      (retainer) upon execution of this contract.  This retainer shall be held by The Consultant and applied against the final invoice.  Invoices shall be submitted by The Consultant and are due upon presentation and shall be considered past due if not paid within 10 calendar days of the invoice date.

The Consultant's fees for the services rendered hereunder are specified in the fee schedule attached hereto, which is incorporated by reference herein.  Unless otherwise agreed, The Client will also reimburse The Consultant for all out-of-pocket expenses reasonably incurred by The Consultant in performance of the services hereunder, such as but not limited to travel, room and board.

If payment is not received by The Consultant within 10 calendar days of the invoice date, The Client shall pay as interest an additional charge of one and a half percent (or the maximum allowable by law whichever is the lesser) of the past due amount per month.  Payment thereafter shall first be applied to accrued interest and then to the unpaid principal.

In the event legal action is necessary to enforce the payment provisions of this contract, The Consultant shall be entitled to collect from The Client any judgment or settlement sums due, reasonable attorneys' fees, court costs and expenses incurred by The Consultant in connection therewith and, in addition, the reasonable value of The Consultant's time and expenses spent in connection with such collection action, computed at The Consultant's prevailing fee schedule and expense policies.

If The Client fails to make payment to The Consultant in accordance with the payment terms herein, this shall constitute a material breach of this contract and shall be cause for termination by The Consultant.

Payment of invoices is in no case subject to unilateral discounting or set offs by The Client, and payment is due regardless of termination of this contract by either party.

Severability and Survival

Any provision of this contract later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect.  All obligations arising prior to the termination of this contract and all provisions of this contract allocating responsibility or liability between The Client and The Consultant shall survive the completion of the services hereunder and the termination of this contract.

Entire Agreement

This contract constitutes the entire agreement between The Client and The Consultant and superseded all prior agreements, understandings and arrangements, oral or written, between them with respect to the subject matter hereof.

Governing Law and Venue

The Client and The consultant agree that all disputes arising out of or in any way connected to this contract, its validity, interpretation and performance and remedies for breach of contract, or any other claims related to this contract shall be governed by the laws of the State of Michigan.

It is further agreed that any suit, claim or legal proceeding of any kind between The Client and The Consultant shall be brought in a court of competent jurisdiction in Oakland County, Michigan.

Signed and accepted


Name /                                                                                Jonathan P Brown / President

Title (Print)

Company                                                                             MGA Consulting LLC


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