This Consulting agreement (“Agreement”) is made on __________ (“Effective Date”) between _____________ with a registered address at __________ (“the Consultant”) and ___________ with a registered address at ___________ (“the Client”).
1.1 The Client hereby engages the Consultant to provide consultancy services on the terms and conditions set out in this agreement.
1.2 The Consultant hereby accepts such engagement and agrees to provide the consultancy services to the Client on the terms and conditions set out in this agreement.
2.1 This agreement shall commence on the date it is signed by both parties (“Commencement Date”) and shall continue in full force and effect until ____________ (“Completion Date”), unless terminated earlier in accordance with clause 8 (Termination).
2.2 Consultant will render the Consulting Services anywhere the Consultant considers appropriate to the type and nature of the work required to complete the Services.
3.1 The Consultant shall provide the following services to the Client (“Consulting Services”): ____________
3.2 The Consultant shall perform the Services with the skill, care and diligence of a reasonably competent consultant.
3.3 The Consultant shall comply with all applicable laws and regulations in the performance of the Services.
3.4 The Consultant shall not without the prior written consent of the Client, enter into any commitment or incur any expense on behalf of the Client.
4.1 The Consultant warrants that:
(a) it has the necessary skills, experience and qualifications to provide the Services; (b) it will perform the Services in accordance with the terms of this agreement; and
(c) it has not entered into any agreement or arrangement which would prevent it from performing the Services in accordance with the terms of this agreement.
4.2 The Consultant further warrants that it has obtained and will maintain throughout the term of this agreement all licences, permits, authorisations and consents necessary to enable it to perform the Services.
5.1 The Client shall:
(a) provide the Consultant, at its own expense, with all facilities reasonably required by the Consultant to enable it to perform the Services;
(b) provide the Consultant with such information and materials as the Consultant may reasonably require in order to provide the Services;
(c) ensure that its employees, agents and contractors co-operate fully with the Consultant and provide the Consultant with such access to premises, documents, records and other information as the Consultant may reasonably require; and
(d) obtain and maintain throughout the term of this agreement all licences, permits, authorisations and consents necessary to enable the Consultant to perform the Services.
(e) cooperate with the Consultant for anything the Consultant may reasonably require.
6.1 The Consultant may appoint one or more subcontractors to assist it in providing the Services.
6.2 The Consultant shall be responsible for the acts and omissions of any subcontractor appointed by it pursuant to clause 6.1.
7.1 The Client will pay to the Consultant $___________ for the rendering of the Consulting Services (“Fees”) subject to the following terms and conditions:
7.2 Client will reimburse Consultant for all expenses related to this Agreement, provided Consultant provides receipts.
8.1 Without prejudice to any other rights or remedies to which it may be entitled, either party may terminate this agreement immediately by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within [NUMBER OF DAYS] days after being notified in writing to do so; or
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
8.2 Either party may terminate this agreement by giving [NUMBER OF DAYS] days’ written notice to the other party.
8.3 Notwithstanding any other provision of this agreement, the Client may terminate this agreement immediately by giving written notice to the Consultant if the Consultant becomes insolvent or files a petition in bankruptcy or makes an arrangement with its creditors generally or if a receiver, administrator or similar officer is appointed in respect of the Consultant.
8.4 Upon termination of this agreement for any reason:
(a) all rights, duties and obligations of the parties under this agreement shall cease;
(b) the Client shall immediately pay to the Consultant any unpaid fees and expenses due and owing under this agreement; and
(c) each party shall return to the other party (or, at the other party’s request, destroy) all documents and other materials (and all copies of them) in its possession, custody or control which contain, refer to or are derived from any confidential information of the other party.
Each hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses and the Parties have entered into a business relationship, through which they will each have access to the other party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party' refers to the Party that is disclosing the Proprietary Information.
Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to either of the Parties.
Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
Confidential Information shall not mean any information which:
"Trade Secret Information shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.
Both Parties hereby agree they shall:
Each party acknowledges that in the course of performing its obligations under this agreement it may have access to confidential information of the other party.
Each party undertakes that it will not at any time disclose to any person any confidential information of the other party, unless: (a) such disclosure is necessary for the performance of its obligations under this agreement; (b) such information is or becomes publicly known other than through any act or omission of the receiving party; (c) such disclosure is required by law, court order or the rules of any applicable stock exchange; or (d) the prior written consent of the other party is obtained. This clause 9 shall survive termination of this agreement.
10.1 Notwithstanding any other provision of this agreement, neither party excludes or limits its liability for:
(a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or
(c) any other liability which may not be lawfully excluded or limited.
10.2 Subject to clause 10.1, neither party shall be liable to the other party, whether in contract, tort (including negligence) or otherwise, for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.
10.3 Subject to clause 10.1, the total liability of each party to the other party in respect of all other losses arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed an amount equal to the total fees paid or payable by the Client to the Consultant under this agreement.
10.4 This clause 10 shall survive termination of this agreement.
11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership, employment relationship or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
13.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.1 A waiver of any right under this agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach of that right or any other right.
15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
16.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause for such purpose and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
16.2 A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at the address referred to in clause 16.1; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; (d) if sent by fax, one Business Day after transmission; or (e) if sent by email, one Business Day after transmission.
16.3 This clause 16 shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17.1 No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
18.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of the state of __________.
19.1 Each party irrevocably agrees that the courts of _____________ shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Any intellectual property provided by the Client to the Consultant to assist in the provision of Consulting Services, that was not created by Consultant pursuant to this Agreement, shall belong to the Client.
Any intellectual property belonging to the Consultant, provided or shown to the Client in any way, that was not created by the Consultant pursuant to this Agreement, shall belong to the Consultant. A list of
such intellectual property belonging to the Consultant is provided below:
25 Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
Typed or Printed Name: ___________________________
Typed or Printed Name: ___________________________