Advisor_Agreement_UK
This Management Consulting Agreement outlines the terms and conditions under which a client engages a consultant for specific project-based services. It details the consultant's obligations, intellectual property rights, remuneration, and limitations of liability. The agreement also includes provisions for confidentiality, conflict of interests, dispute resolution, and governing law.
MANAGEMENT CONSULTING AGREEMENT
[legal name of client company, address, and applicable registration number] (the “Consultant”) and [legal name of client company, address, and applicable registration number] (the “Client”) have today entered into the following agreement (the “Agreement”).
ENGAGEMENT
By this Agreement, the Client engages the Consultant to provide consultancy services (the “Services”) in the project entitled
[name of project]. The scope and details of the consultancy services are set out in the attached proposal (the “Proposal”).
THE CONSULTANT’S OBLIGATIONS
Duties of the Consultant
The Consultant shall deliver the Services set out in the Proposal in accordance with this Agreement. The Consultant shall exercise reasonable skill and diligence in the performance of the Services and observe recognized principles of professional ethics and respect the laws and customs in the country where the Services are rendered.
Each Proposal shall be deemed to constitute a separate work project under this Agreement. No modification may be made to any Proposal without written consent of the parties.
Rendering of the Services
The Consultant may supply written advice or confirm oral advice in writing or deliver a final written report or make an oral presentation on completion of the Services. Prior to completion of the Services the Consultant may supply oral, draft, and interim advice in reports or presentations but the Consultant’s written advice or final written report shall take precedence. The Client shall place no reliance on any draft or interim advice or report or oral presentation.
All deliverables produced by the Consultant as a result of the Services such as any software code (whether source or compiled), processes, documentation, records, training materials, specifications, plans, drafts, reports and data will be referred in this Agreement as “Work Product”. The Consultant has no obligation to update the Work Product, for events taking place after the Work Product has been issued in final form.
Any Work Product delivered to the Client shall be for the benefit of the Client only, and it shall not be copied, referred to or disclosed, in whole or in part (except for Client´s or its affiliates’ internal business purpose for which the Services were initially commissioned), to a third party without the prior written consent of the Consultant (which may be withheld in the Consultant’s sole and absolute discretion).
Notwithstanding the foregoing, the Client may disclose the Work Product to its professional advisors who are bound by the non-disclosure obligations herein on a confidential and non-reliance basis.
If the Client discloses the Work Product to a third party, Client agrees to indemnify and hold the Consultant harmless from any liability, claim, damage, loss, or obligation or expense of any nature (including reasonable attorneys’ fees) relating to a claim or suit by a third party against the Consultant, arising in connection with the use of or reliance on the Work Product by such third party.
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England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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