DevOps Consulting Agreement

DevOps Consulting Agreement

This DevOps Consulting Agreement is entered into as of [Effective Date] by and between [Client Name], with its principal place of business at [Client Address], and [Consultant Name], with its principal place of business at [Consultant Address].

The Client and the Consultant may be referred to individually as a Party and collectively as the Parties.

1. Engagement

The Client engages the Consultant to provide DevOps consulting services, and the Consultant accepts the engagement, subject to the terms of this Agreement.

The Consultant will perform the services described in this Agreement and in any applicable statement of work, project plan, order form, or written change request approved by both Parties.

2. Scope of Services

The Consultant may provide services that include the following, as agreed by the Parties:

• Reviewing the Client’s existing software delivery, infrastructure, deployment, monitoring, and operational processes.
• Designing, implementing, or improving continuous integration and continuous delivery pipelines.
• Creating or improving infrastructure automation, configuration management, and environment provisioning practices.
• Advising on cloud infrastructure, containerization, orchestration, observability, incident response, reliability, scalability, and release management.
• Improving deployment workflows, rollback procedures, testing processes, and environment management.
• Documenting DevOps processes, technical decisions, runbooks, diagrams, and operational procedures.
• Providing technical guidance, training, and knowledge transfer to the Client’s personnel.
• Supporting migration, modernization, or optimization work approved in writing by the Client.

The Consultant is not responsible for services, systems, deliverables, or results that are outside the written scope unless the Parties approve them in a written change request.

3. Deliverables

The Consultant will provide the deliverables identified in the applicable statement of work or project plan. Deliverables may include configuration files, scripts, pipeline definitions, documentation, architecture recommendations, reports, training materials, or other work product created for the Client.

Unless a specific acceptance process is stated in a statement of work, the Client will review each deliverable within [Number] business days after delivery. If the Client reasonably believes that a deliverable does not meet the agreed requirements, the Client must provide written notice describing the issue in reasonable detail. The Consultant will use reasonable efforts to correct the issue. If the Client does not provide written notice within the review period, the deliverable will be deemed accepted.

4. Project Schedule

The Consultant will use reasonable efforts to perform the services according to the schedule agreed by the Parties. Any timeline depends on timely cooperation from the Client, including access to systems, information, personnel, approvals, and decisions.

The Consultant will not be responsible for delays caused by the Client, third-party service providers, outages, unavailable systems, incomplete information, or events outside the Consultant’s reasonable control.

5. Client Responsibilities

The Client will provide the Consultant with the access, information, resources, and cooperation reasonably needed to perform the services. The Client’s responsibilities include the following:

• Providing accurate and complete technical, business, security, and operational information.
• Designating a primary contact with authority to provide instructions and approvals.
• Providing timely access to relevant repositories, cloud accounts, environments, systems, tools, documentation, and personnel.
• Maintaining current backups of production systems, databases, code, configurations, and critical data.
• Reviewing and approving changes before they are applied to production, unless the Parties agree otherwise in writing.
• Maintaining all required licenses, subscriptions, credentials, permissions, and third-party service agreements.
• Complying with applicable laws, internal policies, security requirements, and regulatory obligations.

The Client remains responsible for its business decisions, production operations, users, data, security policies, and compliance obligations.

6. Change Requests

Either Party may request a change to the scope, schedule, deliverables, fees, or assumptions. A change will not be binding unless approved in writing by both Parties.

If a requested change affects the Consultant’s work, fees, expenses, or timeline, the Consultant may provide a written estimate before beginning the changed work.

7. Fees and Payment

The Client will pay the Consultant the fees described in the applicable statement of work, proposal, invoice, or order form. Fees may be fixed, hourly, monthly, milestone-based, or otherwise agreed in writing.

Unless otherwise stated in writing, invoices are due within [Number] days after the invoice date. Late amounts may accrue interest at the rate of [Percentage] per month or the maximum rate allowed by law, whichever is lower.

The Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by the Consultant in connection with the services, including travel, lodging, software, cloud testing costs, and other project-related expenses.

All fees are exclusive of taxes. The Client is responsible for applicable sales, use, value-added, withholding, or similar taxes, except taxes based on the Consultant’s income.

8. Access, Credentials, and Security

The Client will provide access only to the systems and environments needed for the Consultant to perform the services. The Consultant will use access credentials only for the purposes of this Agreement.

The Consultant will take reasonable measures to protect credentials, confidential information, and systems accessed during the engagement. The Consultant will promptly notify the Client after becoming aware of unauthorized access, credential compromise, or a security incident involving the Client’s systems or information in the Consultant’s possession or control.

The Client should avoid providing the Consultant with shared credentials when individual access accounts are practical. The Client may revoke the Consultant’s access after the services end or when access is no longer needed.

9. Production Changes

The Consultant will not make material changes to production systems unless the Client authorizes the changes or the applicable statement of work permits the Consultant to do so.

The Client is responsible for maintaining backups, rollback plans, monitoring, and approvals for production releases, unless those responsibilities are expressly assigned to the Consultant in writing.

The Parties acknowledge that DevOps work may involve inherent operational risks, including deployment failures, configuration errors, downtime, data loss, security exposure, cost increases, and service interruption. The Consultant will use reasonable care, but the Consultant does not guarantee that all issues will be prevented.

10. Third-Party Services and Tools

The services may involve third-party platforms, cloud providers, software, repositories, monitoring tools, deployment tools, security tools, or other services. The Client is responsible for reviewing and accepting the terms, costs, service levels, security features, and data practices of third-party services used in connection with the project.

The Consultant is not responsible for outages, pricing changes, feature changes, data loss, security incidents, support failures, or other acts or omissions of third-party providers.

11. Confidentiality

Each Party may receive confidential information from the other Party. Confidential information includes non-public business, technical, financial, security, customer, personnel, product, operational, and system information, whether disclosed orally, visually, electronically, or in writing.

The receiving Party will use confidential information only to perform or receive the services under this Agreement. The receiving Party will protect confidential information using at least reasonable care and will not disclose it to any third party except to employees, contractors, advisors, or service providers who need to know the information and are bound by confidentiality obligations.

Confidential information does not include information that is publicly available without breach of this Agreement, already known to the receiving Party without a duty of confidentiality, independently developed without use of the disclosing Party’s confidential information, or rightfully received from a third party without a duty of confidentiality.

If a Party is required by law, court order, or government authority to disclose confidential information, that Party will provide prompt notice to the other Party when legally permitted and will disclose only the information required.

12. Data Protection

The Client is responsible for determining whether personal data, regulated data, customer data, health data, financial data, or other sensitive data is made available to the Consultant. The Client will not provide sensitive data unless it is necessary for the services and permitted by applicable law.

The Consultant will handle Client data only as needed to perform the services and according to the Client’s reasonable written instructions. If a separate data processing agreement is required by law or by the Client’s policies, the Parties will enter into that agreement before the Consultant processes the relevant data.

13. Intellectual Property

Unless otherwise stated in a statement of work, the Client will own the deliverables created specifically for the Client after the Consultant receives full payment for those deliverables.

The Consultant retains ownership of the Consultant’s pre-existing materials, tools, templates, scripts, know-how, methods, libraries, frameworks, documentation patterns, and general technical knowledge, including items developed independently of this Agreement.

To the extent the Consultant’s pre-existing materials are included in a deliverable, the Consultant grants the Client a non-exclusive, worldwide, perpetual, royalty-free license to use, copy, modify, and maintain those materials solely as part of the deliverable for the Client’s internal business purposes.

Open-source software remains subject to its applicable license terms. The Consultant does not transfer ownership of open-source software to the Client.

14. Consultant Personnel and Subcontractors

The Consultant may use employees or subcontractors to perform the services, provided that the Consultant remains responsible for their work under this Agreement.

The Consultant will ensure that any personnel who access the Client’s confidential information are bound by confidentiality obligations that are at least as protective as those in this Agreement.

15. Independent Contractor Relationship

The Consultant is an independent contractor and is not an employee, agent, partner, joint venturer, or legal representative of the Client. The Consultant has no authority to bind the Client unless the Client gives express written authorization.

The Consultant is responsible for all taxes, insurance, benefits, equipment, and expenses related to the Consultant’s personnel, except for reimbursable expenses expressly approved by the Client.

16. Warranties

The Consultant warrants that the services will be performed in a professional and workmanlike manner using reasonable skill and care.

The Client warrants that it has the right to provide the Consultant with access to the systems, information, software, data, and materials needed to perform the services.

Except as expressly stated in this Agreement, the Consultant makes no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, or achievement of a specific business, financial, security, compliance, availability, or performance result.

17. No Guarantee of Results

The Consultant may provide recommendations intended to improve software delivery, reliability, deployment speed, infrastructure management, security posture, monitoring, or operational maturity. The Client understands that results depend on many factors outside the Consultant’s control, including Client decisions, staffing, architecture, budget, third-party services, existing technical debt, and ongoing maintenance.

The Consultant does not guarantee any specific uptime, deployment frequency, cost reduction, incident reduction, security outcome, compliance certification, or business result unless a specific written guarantee is included in a signed statement of work.

18. Indemnification

The Client will indemnify and hold harmless the Consultant from claims, damages, losses, liabilities, costs, and expenses arising from the Client’s data, systems, instructions, materials, legal violations, misuse of deliverables, or failure to maintain backups, approvals, licenses, or required permissions.

The Consultant will indemnify and hold harmless the Client from third-party claims alleging that a deliverable created by the Consultant and used as authorized under this Agreement infringes that third party’s intellectual property rights, except to the extent the claim arises from Client materials, Client instructions, third-party tools, open-source software, modifications not made by the Consultant, or use outside the agreed scope.

The indemnified Party must promptly notify the indemnifying Party of the claim, allow the indemnifying Party to control the defense and settlement, and provide reasonable cooperation. The indemnifying Party may not settle a claim in a way that admits fault or imposes obligations on the indemnified Party without the indemnified Party’s prior written consent.

19. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost savings, loss of goodwill, loss of data, business interruption, or cost of substitute services, even if the Party has been advised of the possibility of such damages.

To the maximum extent permitted by law, each Party’s total liability arising out of or related to this Agreement will not exceed the amounts paid or payable by the Client to the Consultant under this Agreement during the [Number] months before the event giving rise to the claim.

The limitations in this section do not apply to payment obligations, confidentiality obligations, intentional misconduct, fraud, or liabilities that cannot be limited by law.

20. Term and Termination

This Agreement begins on the Effective Date and continues until the services are completed, unless terminated earlier under this Agreement.

Either Party may terminate this Agreement for convenience by giving [Number] days’ written notice to the other Party.

Either Party may terminate this Agreement for material breach if the breaching Party does not cure the breach within [Number] days after receiving written notice describing the breach.

Upon termination, the Client will pay the Consultant for all services performed and approved expenses incurred through the effective termination date. The Consultant will provide reasonable transition assistance if requested by the Client and agreed in writing, and the Client will pay for that assistance at the Consultant’s then-current rates unless otherwise agreed.

21. Effect of Termination

After termination, each Party will return or destroy the other Party’s confidential information upon request, except that a Party may retain copies required for legal, accounting, backup, or compliance purposes, subject to the confidentiality obligations in this Agreement.

Sections that by their nature should survive termination will survive, including sections on payment, confidentiality, data protection, intellectual property, warranties, indemnification, limitation of liability, dispute resolution, and general provisions.

22. Non-Solicitation

During the term of this Agreement and for [Number] months after it ends, neither Party will knowingly solicit for employment or engagement any employee or contractor of the other Party who was directly involved in the services, unless the other Party gives prior written consent.

This restriction does not apply to general job postings, recruiting efforts not targeted at the other Party’s personnel, or individuals who independently respond without direct solicitation.

23. Publicity

Neither Party may use the other Party’s name, logo, trademarks, case studies, testimonials, or project details in marketing materials or public announcements without the other Party’s prior written consent.

24. Notices

All notices under this Agreement must be in writing and delivered by personal delivery, recognized courier, certified mail, or email to the addresses listed above or to any updated notice address provided by a Party in writing.

Notices are effective when received, except that email notices are effective when sent if no bounce-back or delivery failure message is received.

25. Governing Law

This Agreement will be governed by and interpreted according to the laws of [Jurisdiction], without regard to its conflict of laws rules.

26. Dispute Resolution

The Parties will first attempt to resolve any dispute through good-faith discussions between authorized representatives. If the dispute is not resolved within [Number] days after written notice of the dispute, either Party may pursue the remedies available under this Agreement and applicable law.

Any legal action arising out of or related to this Agreement must be brought in the courts located in [Venue], and each Party consents to the personal jurisdiction and venue of those courts.

27. Force Majeure

Neither Party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, power failures, internet failures, cloud provider outages, pandemics, civil unrest, or other events that could not reasonably be prevented.

The affected Party must promptly notify the other Party and use reasonable efforts to resume performance.

28. Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

Any attempted assignment in violation of this section is void.

29. Entire Agreement

This Agreement, together with any signed statement of work or approved change request, contains the entire agreement between the Parties regarding the services and supersedes all prior or contemporaneous discussions, proposals, representations, and agreements on the same subject.

30. Amendments

Any amendment to this Agreement must be in writing and signed by both Parties.

31. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect. The invalid or unenforceable provision will be replaced with a valid provision that most closely reflects the original intent of the Parties.

32. Waiver

A Party’s failure to enforce any provision of this Agreement will not be considered a waiver of that provision or any other provision. A waiver is effective only if made in writing and signed by the Party granting the waiver.

33. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts. Electronic signatures and electronic copies will have the same legal effect as original signatures, to the extent permitted by applicable law.

34. Signatures

The Parties agree to the terms of this DevOps Consulting Agreement as of the Effective Date.

Client: [Client Name]

By: ______________________________

Name: [Authorized Signatory Name]

Title: [Title]

Date: [Date]

Consultant: [Consultant Name]

By: ______________________________

Name: [Authorized Signatory Name]

Title: [Title]

Date: [Date]