Commission Protection for Meta & Google Ads Consultants: How to Lock In Your Rights in the Services Agreement

Published: July 14, 2025 • Document Generators, Free Templates, Online Sales
  Independent performance marketers are uniquely vulnerable to not getting paid what they earned. You scale a funnel, improve ROAS, clean up tracking, architect the whole strategy – and the minute things finally start working, the client changes the password, moves the ad account, or brings in a cheaper agency. If your commission rights are not nailed down in the services agreement, there is usually nothing to “enforce” except angry emails. Platforms, pixels, and ad logs are built to optimize campaigns, not to protect your commissions. The only real protection is a written agreement that anticipates how clients behave when money is on the line. This guide walks through how to structure a digital advertising services agreement so that it:
  • Clearly defines when commissions are owed
  • Gives you the data and access you need to prove performance
  • Protects you when the relationship ends or the client tries to circumvent you
At the end, you’ll find a free template agreement you can adapt for your own practice.

The Real-World Risks to Commission-Based Ad Consultants

If you work on performance or revenue share, the legal risks cluster around a few recurring patterns. Access risk Clients can:
  • Remove your access to ad accounts, CRMs, or payment processors
  • Move spend into a “new” account to argue that “your” campaigns are no longer running
  • Switch ad accounts or pixels to hide true numbers
If you cannot see or export the data, you cannot prove what is owed. Attribution risk Much of your value is strategic – offer structure, funnel design, creative direction, budget allocation, testing plans – but the visible “edits” in Meta or Google logs might be minimal. A client (or their lawyer) will later say: “There are only a handful of edits here; we were already going to launch this anyway.” If your contract does not recognize strategy and analysis as commissionable contribution, you are arguing uphill. Payment timing risk High-ticket online courses and coaching programs often use:
  • Six- or twelve-month payment plans
  • Recurring subscriptions
  • Deferred or “trial” billings
If your contract just says “X% of sales,” without specifying when the client has to pass that on to you, you can easily be left waiting months or years with no clear enforcement point. Termination and post-termination risk The classic move is:
  • Client terminates you right before a launch or heavy scale phase, then
  • Re-uses the exact funnel, campaigns, and strategy you created, sometimes under a different business or agency
If your agreement has no post-termination “tail” and no non-circumvention language, you have little leverage.

Designing a Commission Structure that Can Actually Be Enforced

A commission clause is not just “you get X% of sales.” It has to define what counts as a “sale,” how it is measured, when it is measured, and what data will be used. Define Commissionable Revenue You want a clear definition, for example:
  • Which products are covered (course A, program B, upsell C, subscription tiers)
  • Whether “gross” means before or after refunds, discounts, and chargebacks
  • How merchant fees and taxes are handled
The key is to avoid vague language like “revenue generated by campaigns” and replace it with something the client’s finance team (or a court) could actually calculate. Define the Covered Activities Spell out which activities qualify you for commissions:
  • Paid media campaigns on specified platforms (Meta, Google, YouTube, etc.)
  • Email campaigns, remarketing flows, and upsell sequences that you design or optimize
  • Funnel strategy and landing page recommendations that the client implements
This matters when the client later argues that “these sales came from organic” or a “different” channel. If your agreement covers the funnel, the flows, and the entire customer journey you worked on, you are in a much better position. Handle multi-touch and multi-channel Clients rarely have a single source of traffic. Your agreement can:
  • Recognize that attribution is probabilistic
  • Define rules for overlapping traffic sources (for example, if the first touch and primary scaling channel is your paid traffic, a sale is Commissionable even if the final click comes from email)
You do not need to solve attribution philosophically, only contractually: agree on rules up front and stick to them.

Protecting Commissions During the Engagement

Once the structure is defined, you need operational protections that work month-to-month. Data access and transparency The agreement should grant you contractual rights to:
  • Read-only access to ad accounts, events managers, pixels, CRMs, and payment processors relevant to Commissionable Revenue
  • Export performance reports and retain copies for your records
  • Receive regular reports from the client if they control the data (for example, inside their merchant account)
The client should be obligated to:
  • Maintain records of sales and campaigns for a defined period
  • Not intentionally tamper with or delete data that affects your commissions
  • Notify you of any material changes to tracking, domains, or offer structure
Calculation and payment mechanics A commission clause that cannot be practically operated is almost as bad as having none. You want:
  • A clear calculation formula (for example, X% of Commissionable Revenue in the prior calendar month)
  • A specific payment timeline (for example, within 15 or 30 days after the end of each month)
  • A mechanism for currency conversion if the client sells in multiple currencies
To deal with payment plans, many consultants:
  • Tie commission payment to when the client actually receives each installment, or
  • Negotiate an upfront “assumed” commission based on expected collections with a true-up later
Either way, write it down. Security around payments Consider adding:
  • The right to suspend services if invoices are overdue beyond an agreed grace period
  • Late charges or interest on unpaid amounts
  • A requirement that all undisputed amounts be paid, even if the client disputes a portion of the commissions
The point is not to be aggressive for its own sake, but to create enough friction that “forgetting to pay” is not easy.

When the Logs Don’t Show Your Work: Making Strategy Commissionable

Many of the most valuable tasks in performance marketing do not show up as “edits” in Ads Manager logs: deep account audits, creative testing frameworks, funnel restructuring, offer optimization, CRO recommendations. Your agreement should explicitly recognize:
  • Strategy, analysis, and written recommendations as part of the Services
  • That the client’s implementation of those recommendations is Commissionable activity, even if the edits are made by their in-house team
You can strengthen this by:
  • Making strategy deliverables explicit: reports, Loom reviews, SOPs, testing plans, and creative briefs that the client acknowledges by email or within a project management tool
  • Providing that once the client adopts a recommended structure or campaign architecture, any resulting sales are presumed Commissionable unless they can show otherwise
A small but powerful device is to require the client to:
  • Give you a written explanation with data if they dispute a particular commission
  • Do so within a short window; otherwise the commission is deemed accepted
This shifts the burden of proof away from you constantly having to justify your impact.

Commission Protection on Termination and Post-Termination

Most of the real damage to consultants happens at or after termination. Post-termination “tail” A commission “tail” is a period after the agreement ends during which you still earn commissions on:
  • Sales to customers acquired during the engagement
  • Sales generated through funnels, campaigns, or assets you set up or optimized
The appropriate tail length depends on:
  • The sales cycle of the product (for example, courses with six-month plans merit a longer tail than one-off low-ticket products)
  • How heavily the client will rely on assets you created
Many consultants negotiate six to eighteen months as a starting point and adjust from there. Post-termination data access Your agreement can grant you:
  • Limited reporting access post-termination, such as monthly revenue reports for Commissionable products
  • The right to have an independent accountant or auditor review relevant records if there is a dispute beyond a certain threshold
The client does not need to give you full ad-account access forever. They do need to provide enough information to verify the numbers. Non-circumvention You want language that prevents the client from:
  • Moving campaigns into a new account, entity, or brand solely to avoid paying commissions on the same funnel or customer base
  • Replacing you with another consultant while still running the same structure you built, without honoring the tail
The goal is not to prohibit them from ever changing agencies. It is to ensure that if they keep using the engine you built, they keep paying the fuel you were promised. Transition and handover Most clients will ask you to help transition campaigns to their internal team or new agency. You can agree, provided that:
  • All undisputed fees and commissions earned through the termination date are paid
  • Any projected commissions that are easily determinable (for example, for active payment plans) are accounted for via escrow, reserve, or clearly defined reporting
Tie your handover obligations to compliance with payment obligations. You should not be required to help someone dismantle your own protections.

Choosing Governing Law and Forum for Remote Consultants

Many digital consultants live in one state, serve clients in another, and travel or live abroad. The governing law and dispute-resolution clauses are not mere boilerplate. When choosing the state law to govern your agreement, look for:
  • A mature, predictable body of commercial contract law
  • Courts or arbitration forums experienced in business disputes
  • A legal culture that respects freedom of contract in B2B agreements
Commonly chosen jurisdictions in online consulting and SaaS work include:
  • Delaware, because of its deep commercial case law and business-friendly environment
  • New York, because of its sophisticated commercial courts and well-developed contract jurisprudence
  • The consultant’s home state, if it has a reasonable commercial environment and there is a practical benefit to litigating close to home (for example, Texas for a consultant based in Texas)
You can pair governing law with remote-friendly dispute resolution:
  • Arbitration administered by a national provider, with hearings allowed by video conference
  • Express consent by both parties to appear remotely where permitted by the tribunal
  • Requirements that key evidence (reports, exports, logs) be preserved and produced in electronic form
These provisions matter most in high-value disputes, but writing them correctly from the start costs essentially nothing.

Limitation of Liability and Indemnity: Don’t Own the Client’s Creatives

If your client provides the offer, product, and copy, you should not be absorbing legal risk for their decisions. A well-drafted agreement will typically:
  • Cap your total liability at a defined amount, such as fees paid over a recent period
  • Exclude indirect or consequential damages, such as lost profits or goodwill, except in very narrow categories
  • Allocate responsibility for claims arising from content, product quality, and policy violations to the party who controls those elements
Indemnity clauses are where much of this allocation happens. A consultant-friendly structure usually includes:
  • Client indemnity for claims arising from their products, services, representations, privacy practices, and content
  • Consultant indemnity for a narrow list of things within your control, such as your own IP infringement or certain data security failures
You are not a guarantor that the client’s product is lawful, truthful, or compliant with platform policies. Make sure your contract says so.

Term, Termination, and Transition

The “Term and Termination” section is the skeleton that everything else hangs on. Key elements include:
  • An initial term and renewal mechanics (for example, month-to-month after an initial commitment)
  • Termination for convenience with a defined notice period, so the client cannot pull the plug overnight without consequences
  • Termination for cause with a reasonable cure period, allowing each party to fix serious issues before the relationship ends
This section should also link directly to:
  • What happens to commissions on campaigns or sales in progress
  • How the post-termination tail is applied
  • What cooperation you are obligated to provide and what conditions (especially payment) must be met first
If those cross-references are missing, termination becomes a vacuum that swallows your rights.

Portfolio Rights, Confidentiality, and Case Studies

Most high-performing consultants rely on their past wins to secure future work. Your agreement should:
  • Grant you the right to reference the engagement in your portfolio, at least in anonymized or generalized form
  • Allow you to use aggregate or anonymized performance metrics (for example, “scaled ROAS from X to Y in niche Z”) without revealing trade secrets
  • Allow mutually agreed case studies, with a clear process for client review and approval
At the same time, you should commit to:
  • Keeping non-public business information confidential
  • Respecting the client’s internal documentation as proprietary unless otherwise agreed
A good compromise is to give the client approval rights over any public use of their name or logo, while reserving your ability to describe the fact and results of the engagement in generic terms.

Bringing It All Together: What a Consultant-Friendly Agreement Looks Like

Putting the pieces together, a strong digital advertising services agreement for commission-based consultants usually includes:
  • A clear description of the services, including strategy, analysis, and implementation
  • Detailed commission and fee mechanics, covering definitions, timing, and data sources
  • Robust data access, reporting, and cooperation duties
  • Payment terms with defined timelines, suspension rights, and late-payment consequences
  • A thoughtfully drafted term, termination, and post-termination tail
  • Clear IP, portfolio, and confidentiality terms
  • Balanced but protective limitation-of-liability and indemnity clauses
  • A sensible governing law, venue, and remote-friendly dispute-resolution framework
The goal is not to create a lopsided document that no serious client will sign. It is to move the agreement from “generic agency boilerplate” to a tailored instrument that actually reflects how you earn your commissions and where things go wrong in the real world.

FAQ: Common Questions from Commission-Based Ad Consultants

Can I still earn commissions if the client re-launches the same funnel with a different agency later? Yes, if your agreement includes a post-termination tail and non-circumvention language that ties commissions to the funnel, campaigns, or customers you helped create, not just to your name on the account. The key is to define Commissionable Revenue and the tail period so they apply beyond the life of the contract, as long as the client continues to exploit the assets you built. What if the client moves the ad account or payment processor to a new entity to avoid paying my commissions? This is exactly what non-circumvention and “successor” clauses address. Your contract can provide that commissions are still owed if the same or substantially similar campaigns, funnels, or products are run through a different account, entity, or brand, and that the obligations bind successors and affiliates who take over the business. How do commission clauses work if I am paid through another agency or white-label arrangement instead of directly by the end client? In white-label setups, your counterparty might be an agency that resells your services. Your commission clause should be framed around what that agency receives from the end client and must pass through to you. You may not get full transparency into the end client’s numbers, so audit or reporting rights need to be drafted with the intermediary in mind, and you may want minimum fees or retainers to reduce dependency on perfect pass-through reporting. Are verbal rev-share or “handshake” agreements enforceable, or do commissions always need to be in writing? In many jurisdictions, verbal agreements can be enforceable, but they are hard to prove and narrow in what can realistically be recovered. For anything involving ongoing commissions, complex attribution, or payment plans, operating without a written agreement is essentially a bet that the relationship will never sour. Put the terms in writing and ensure both parties sign or clearly assent electronically. How do I handle commission disputes when the client claims all the sales would have happened anyway? The best time to handle this is at drafting, not during the dispute. You can include rebuttable presumptions and specific metrics that, if met, give rise to a presumption that incremental results are Commissionable. You can also require the client to raise any disputes with reasons and data within a short timeframe; otherwise, your invoice is deemed accepted. What is a reasonable commission tail period for high-ticket online courses versus low-ticket e-commerce? For high-ticket courses and coaching programs with longer decision cycles and payment plans, it is common to see commission tails in the six- to eighteen-month range, depending on how durable your funnel and strategy are. For low-ticket e-commerce, shorter tails may be more realistic, or you might focus more on upfront fees and less on long-term rev-share. The right answer is highly context-specific but should correspond to how long your work continues to generate value after you are gone. Can I audit my client’s revenue to verify commissions? If so, how do I draft that? Yes. Many consultant agreements include a limited audit right that allows you or an independent accountant to review the client’s relevant books and records once per year, or more often if there is a serious dispute. The clause should define scope, confidentiality protections, how far back you can look, and who pays for the audit depending on how accurate or inaccurate the reported numbers turn out to be. How should I structure commissions if the client uses multiple traffic sources, email, and affiliates? Your agreement should acknowledge that sales can come from mixed sources and define clear allocation rules. You might, for example, agree that any sale attributed primarily to campaigns you manage is Commissionable, even if email or affiliate touches occurred, or that certain offers or product lines are Commissionable regardless of channel while others are not. The worst outcome is leaving it to “we’ll figure it out later.” Do I need a separate agreement for each funnel or just one master services agreement with statements of work? Most mature setups use a master services agreement that contains the legal boilerplate and core commission mechanics, plus separate statements of work for specific funnels, products, or campaigns. That way, the legal structure stays consistent, while you can quickly add or modify projects in shorter SOWs without renegotiating the entire agreement each time. What if my client is based outside the United States? Should I still use U.S. governing law? In many cross-border arrangements, using a well-known U.S. jurisdiction for governing law and dispute resolution can be preferable to leaving everything to foreign law. That said, enforceability, tax, and regulatory considerations can get complex quickly in cross-border work. It is often better to start from a U.S.-law baseline agreement and then adjust based on the specific client’s jurisdiction, risk level, and deal size.

Free Template: Digital Advertising Services Agreement (Commission-Focused)

The following template is a starting point for independent Meta and Google ads consultants who work on performance or commission-based structures. It assumes a U.S.-law baseline and is drafted to be consultant-favorable but commercially reasonable. You should customize:
  • Product names and offers
  • Commission percentages and tail periods
  • Governing law and dispute-resolution provisions

DIGITAL ADVERTISING SERVICES AGREEMENT

This Digital Advertising Services Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between: [Consultant Name], an independent contractor with a principal place of business at [Consultant Address] (“Consultant”), and [Client Name], a [jurisdiction and entity type] with a principal place of business at [Client Address] (“Client”). Consultant and Client are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Section 1 – Engagement and Services

Client engages Consultant to provide digital advertising, media buying, performance optimization, and related strategic consulting services in connection with Client’s products and services as described in one or more statements of work executed by the Parties (each, an “SOW”). Consultant shall perform the services described in the applicable SOW (the “Services”), which may include, without limitation:
  • Account and funnel audits, strategy development, and performance analysis
  • Campaign planning, setup, optimization, and management on agreed platforms
  • Creative and copy recommendations and testing frameworks
  • Reporting, performance reviews, and strategic recommendations
Consultant is an independent contractor and is not an employee, partner, or joint venturer of Client.

Section 2 – Commissionable Revenue and Fees

The Parties agree that Consultant will be compensated as follows, in addition to any fixed or hourly fees specified in an SOW. “Commissionable Products” means the products, services, programs, or offers identified in the applicable SOW as eligible for commissions. “Commissionable Revenue” means the gross amounts actually received by Client from the sale of Commissionable Products to end customers during the Term and any applicable Tail Period, less only:
  • documented refunds and chargebacks
  • sales taxes actually collected and remitted to taxing authorities
Commissionable Revenue shall not be reduced by Client’s internal costs, shipping costs, payment processor fees, or advertising spend, unless explicitly stated in the SOW. Consultant shall be entitled to a commission equal to [X]% of Commissionable Revenue (the “Commission”) during the Term and any applicable Tail Period, subject to the additional terms of this Agreement and the relevant SOW.

Section 3 – Attribution and Covered Activities

Commissionable Revenue includes revenue generated through:
  • digital advertising campaigns on the platforms identified in the applicable SOW that are planned, managed, or materially optimized by Consultant,
  • funnels, landing pages, audience structures, creative frameworks, testing plans, or other strategic structures designed or materially restructured by Consultant and implemented by Client or its other vendors, and
  • any follow-on or upsell sales reasonably attributable to the foregoing, as specified in the SOW.
The Parties acknowledge that Consultant’s Services may be heavily analytic and strategic and that not all contributions will appear as direct “edits” in platform logs. Where Client implements Consultant’s written or recorded recommendations, the Parties agree that resulting revenue from Commissionable Products shall be treated as Commissionable Revenue unless the Parties have expressly agreed otherwise in writing for a particular campaign or product. Each SOW may include additional attribution rules tailored to the relevant campaigns, channels, and tracking stack. In the event of conflict between this Agreement and an SOW, the SOW governs solely with respect to the specific project described therein.

Section 4 – Reporting, Data Access, and Audit Rights

Client shall provide Consultant with timely access to all advertising accounts, analytics, tracking tools, and payment systems reasonably necessary for Consultant to perform the Services and verify Commissionable Revenue, including read-only access where appropriate. Client shall:
  • maintain accurate books and records relating to Commissionable Revenue for at least [three] years after the conclusion of the applicable Tail Period;
  • provide Consultant with periodic written reports of Commissionable Revenue and Commission calculations at the frequency specified in the applicable SOW (for example, monthly); and
  • not intentionally delete, manipulate, or conceal data in a manner that materially interferes with Consultant’s ability to verify Commissionable Revenue.
If Consultant reasonably disputes any report, the Parties shall cooperate in good faith to reconcile the discrepancy. If the discrepancy exceeds [X]% of the reported amount in favor of Consultant and the Parties cannot resolve it within [30] days, Consultant may engage an independent certified public accountant, subject to reasonable confidentiality obligations, to audit Client’s relevant records once in any [12]-month period. If the audit reveals an underpayment of more than [X]% for the audited period, Client shall promptly pay the deficiency and reimburse Consultant’s reasonable audit costs.

Section 5 – Invoicing and Payment

Unless otherwise stated in an SOW, Consultant shall invoice Client for Commissions on a [monthly] basis, based on Commissionable Revenue received by Client during the preceding calendar month. Client shall pay all undisputed amounts within [15] days after the date of Consultant’s invoice, by bank transfer, ACH, or another mutually agreed payment method. Any undisputed amount not paid when due shall accrue interest at the rate of [1.5%] per month, or the maximum rate permitted by law, whichever is lower. If Client disputes any portion of an invoice, Client shall notify Consultant in writing within [10] days of receipt, stating the specific grounds for dispute and providing supporting data. Client shall timely pay all undisputed portions of the invoice. Failure to dispute in writing within the [10]-day period constitutes acceptance of the invoice. Consultant may suspend performance of the Services, upon notice, if any undisputed invoice remains unpaid more than [15] days after its due date, until all undisputed amounts are paid.

Section 6 – Term, Termination, and Tail Period

This Agreement commences on the Effective Date and remains in effect until terminated as provided here, or until all SOWs have expired or been terminated, whichever is later. Either Party may terminate this Agreement or any SOW for convenience upon [30] days’ prior written notice to the other Party, unless the applicable SOW specifies a different notice period. Either Party may terminate this Agreement or any SOW for material breach by the other Party that remains uncured [15] days after written notice describing the breach. Upon termination of this Agreement or any SOW for any reason, Consultant shall be entitled to:
  • all Commissions accrued but unpaid as of the effective date of termination; and
  • continued Commissions during a post-termination tail period of [X] months (the “Tail Period”) on Commissionable Revenue from Commissionable Products sold during the Tail Period to:
    • customers acquired during the Term, and
    • customers acquired during the Tail Period through continued use of funnels, campaigns, or other assets primarily designed or materially restructured by Consultant during the Term.
During the Tail Period, Client shall continue to provide Consultant with reports of Commissionable Revenue sufficient to calculate Commissions. The audit and dispute-resolution mechanisms in Sections 4 and 5 continue to apply during the Tail Period. Consultant’s obligation to provide transition or handover assistance, including sharing of account structures or documentation, is conditioned on Client’s payment of all undisputed amounts due through the effective date of termination.

Section 7 – Non-Circumvention

Client shall not intentionally restructure, transfer, or re-label campaigns, funnels, or accounts for the primary purpose of avoiding the payment of Commissions otherwise due under this Agreement. Without limiting the foregoing, if Client or any of its affiliates:
  • transfers Commissionable Products or funnels to a new account or entity, or
  • engages a new agency or consultant to manage campaigns that are substantially based on structures, funnels, or strategies developed by Consultant,
then Client’s obligations to pay Commissions and to report Commissionable Revenue under this Agreement shall continue for the duration of the applicable Tail Period as if no such transfer or change of vendor had occurred.

Section 8 – Intellectual Property and Portfolio Rights

As between the Parties, Client owns all right, title, and interest in and to its pre-existing content, trademarks, products, and customer data. Consultant retains ownership of any pre-existing tools, frameworks, and methodologies used in providing the Services, including generic audience structures, testing methodologies, and reporting formats, but grants Client a non-exclusive, royalty-free license to use such items solely in connection with Client’s own business. Consultant may identify Client as a client in Consultant’s marketing materials and may use anonymized or aggregated performance data in case studies, provided that no Client Confidential Information is disclosed and no public use of Client’s name or logo is made without Client’s prior written consent, which shall not be unreasonably withheld.

Section 9 – Confidentiality and Data Protection

Each Party may have access to the other Party’s non-public business information, trade secrets, and customer data (“Confidential Information”). Each Party agrees to use the other Party’s Confidential Information only for purposes of performing its obligations under this Agreement and to protect such information from unauthorized disclosure using at least reasonable care. Confidential Information does not include information that is publicly available without breach, already known to the receiving Party without restriction, rightfully received from a third party, or independently developed without use of the disclosing Party’s Confidential Information. Each Party shall comply with applicable data protection and privacy laws in connection with the performance of this Agreement.

Section 10 – Limitation of Liability; Indemnification

To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits or revenue, arising out of or relating to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. Except for payment obligations and breaches of confidentiality, each Party’s aggregate liability arising out of or relating to this Agreement shall not exceed the total fees (including Commissions) paid or payable by Client to Consultant under the Agreement during the [six] months immediately preceding the event giving rise to the claim. Client shall indemnify, defend, and hold harmless Consultant and its owners, officers, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
  • Client’s products, services, and business practices, including any alleged false advertising or regulatory non-compliance;
  • Client’s content, creatives, and copy; and
  • Client’s violation of applicable laws or platform policies.
Consultant shall indemnify, defend, and hold harmless Client and its officers and agents from and against any third-party claims, damages, losses, and expenses arising out of or relating to:
  • Consultant’s infringement of third-party intellectual property rights in materials provided by Consultant and used by Client as authorized under this Agreement; or
  • Consultant’s gross negligence or willful misconduct in performing the Services.

Section 11 – Governing Law and Dispute Resolution

This Agreement is governed by and shall be construed in accordance with the laws of the State of [Delaware / New York / Texas], without regard to its conflict-of-laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by [binding arbitration administered by [provider] in accordance with its rules] or [exclusive jurisdiction of the state and federal courts located in [County, State]], as specified in the applicable SOW. The Parties consent to remote and virtual participation in any hearings, conferences, or proceedings to the fullest extent permitted by the applicable tribunal, including by video conference and electronic submission of evidence.

Section 12 – Miscellaneous

This Agreement, together with all SOWs, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. No amendment or modification of this Agreement is valid unless in writing and signed or electronically accepted by both Parties. Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under the Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts and delivered electronically. Electronic signatures are deemed original signatures for all purposes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. [Consultant Name] Signature: __________________________ Name: _____________________________ Title: ______________________________ [Client Name] Signature: __________________________ Name: _____________________________ Title: ______________________________