Master Consulting Agreement

This Master Consulting Agreement ("Agreement") is entered into as of [DATE] between:

Dostal Technology LLC, a [STATE] limited liability company ("Consultant"), and
[CLIENT LEGAL NAME] ("Client"),

collectively the "Parties."

1. Structure

This Agreement governs the general terms of the relationship. Specific engagements — scope, deliverables, timeline, and fees — are described in individual Statements of Work ("SOWs") signed by both Parties, each of which incorporates this Agreement by reference. If an SOW conflicts with this Agreement, the SOW controls for that engagement only.

2. Services

Consultant will perform the services described in each signed SOW ("Services"). Consultant determines the manner and means of performing the Services, subject to the specifications in the applicable SOW.

3. Fees & Payment

Fees are as stated in each SOW — hourly, monthly retainer, or fixed-fee, as specified.
Invoices are due Net-[NUMBER] from the invoice date unless the SOW states otherwise.
Late payments may accrue interest at [RATE]% per month (or the maximum allowed by law, if lower), and Consultant may suspend Services on any invoice more than [NUMBER] days past due, with notice.
Client is responsible for reasonable, pre-approved expenses incurred in performing the Services, reimbursed per the terms in the applicable SOW.

4. Independent Contractor

Consultant is an independent contractor, not an employee, partner, or joint venturer of Client. Consultant is responsible for its own taxes, benefits, and insurance. Nothing in this Agreement creates an employment relationship, and Consultant has no authority to bind Client to any third-party agreement.

5. Intellectual Property

Deliverables. Upon full payment for the applicable SOW, Client owns the specific deliverables created for Client under that SOW (e.g., code written specifically for Client, documents, designs).
Consultant's retained tools. Consultant retains ownership of its own pre-existing tools, frameworks, methodologies, and general know-how, including anything developed during the engagement that is not specific to Client's deliverables, and may reuse and improve them in future engagements — provided Client's Confidential Information is not disclosed.
Third-party and open-source components. Deliverables may incorporate open-source or third-party components, which remain subject to their own licenses.

6. Confidentiality

Each Party will protect the other's confidential information with reasonable care and use it only for purposes of the engagement. If the Parties have signed a separate Mutual NDA, its terms govern; otherwise this Section 6 is the operative confidentiality obligation, surviving [NUMBER] years after termination.

7. Limitation of Liability

To the maximum extent permitted by law, neither Party is liable to the other for indirect, incidental, consequential, or punitive damages. Consultant's total liability arising out of this Agreement or any SOW is limited to the fees paid by Client under the applicable SOW in the [NUMBER] months preceding the claim. This limitation does not apply to breaches of Section 6 (Confidentiality), gross negligence, or willful misconduct.

8. Warranties

Consultant will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, including merchantability, fitness for a particular purpose, and non-infringement.

9. Indemnification

Each Party will indemnify and hold the other harmless from third-party claims arising from its own gross negligence, willful misconduct, or material breach of this Agreement.

10. Term & Termination

This Agreement remains in effect until terminated by either Party with [NUMBER] days' written notice, or immediately upon a material breach not cured within [NUMBER] days of notice. Termination of this Agreement terminates all active SOWs unless the Parties agree otherwise in writing. Client remains obligated to pay for Services performed before termination. Sections 5, 6, 7, 8, and 9 survive termination.

11. Governing Law & Disputes

This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-law principles. [Optional: add an arbitration or venue clause here if desired — this is a real decision, not a default, and should be made with counsel.]

12. Entire Agreement

This Agreement, together with all signed SOWs, is the entire agreement between the Parties regarding its subject matter and supersedes prior discussions or agreements on that subject. Amendments must be in writing and signed by both Parties.

Consultant — Dostal Technology LLC

Signature: _______________________ Name: [NAME] Title: [TITLE] Date: [DATE]

Client — [CLIENT LEGAL NAME]

Signature: _______________________ Name: [NAME] Title: [TITLE] Date: [DATE]