Consultancy Agreement - free legal template for collaborations between clients and consultants

CONSULTANCY AGREEMENT

Date: [date of execution]

This Agreement is between [CLIENT NAME] primarily located at [client address] (hereinafter referred to as the “Client”) and [consultant name] with its primary place of business located at [consultant address] (hereinafter referred to as the “Consultant”).

Introduction

The Consultant and the Client (individually referred to as “Party” and collectively referred to as “Parties”) hereby agree that the Consultant will provide Consultancy Services as described in the Services Schedule below and have agreed to the terms of this Agreement.

WHEREAS, the [client name] desires to hire the Consultancy Services of the[consultant name] ;

THEREFORE, the Agreement will be in accordance with the following terms unless an alternative or modification is expressly agreed between the Parties:

Definitions

In this Agreement (otherwise, to the extent expressly provided and agreed to by the Parties):

“Agreement” refers to all the terms of this Agreement including but not limited to any Schedules and any subsequent amendment(s) to this Agreement.

“Business Days” refer to any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction set forth at Section 29 herein.

“Client Materials" refer to all materials supplied by or on behalf of the Client to the Consultant in connection with the Services under this Agreement.

“Client” refers to the Client Party under this Agreement.

“Confidential Information” refers to all information in whatever form, including but not limited to the Client's businesses, customers, Consultant, contracts, sales, marketing, planning, performances, financials, products, trades, employees, and third-party information disclosed by the Client to the Consultant or any of its employees or contractors under this Agreement.

“Consultancy Services” or “Services” refer to the services to be provided by the Consultant as expressly agreed in the Schedule to the Agreement.

“Consultant” refers to the Consultant Party under this Agreement.

“Deliverables” refer to the deliverables of the Consultancy Services as set out in the Schedule to this Agreement.

“Party” refers to either the Client or the Consultant, and “Parties” refers to the collection of the Client and the Consultant.

“Schedule” refers to any schedule section attached to the main body of this Agreement.

“Third-Party Materials” refer to all materials including Intellectual Property Rights and Confidential Information made available by third parties that are not a party to this Agreement and used in connection to the Services under this Agreement.

“Timetable” refers to allocating time per milestone required to complete the Services under this Agreement.

Purpose of Agreement

The express purpose of this Agreement is to set out the terms under which the Consultant will render services to the [client name] as stated above.

Consultancy Services

The scope of the Consultancy Services that will be provided to the Client are set out in the “Schedule” to this Consultancy Agreement (the "Services”).

The Consultant shall duly perform the Services to the best of its ability and a reasonable professional standard within the industry of the Services rendered. Any personnel provided by the Consultant shall also perform their duties to the same professional standard.

Accordingly, the Consultant shall allocate the time and set up the “Timetable” required to professionally complete the Client’s Services. It is a material term of this Agreement that the Consultant shall complete the Services within the duration set out in the Schedule to this Agreement.

Delivery of Services

The Consultancy Services shall be performed by the Consultant or any other Sub-consultant or Substitute or person expressly approved in writing by the Client.

Accordingly, the Consultant shall provide the “Deliverables” as set out and within the allocated time in the Schedule to this Agreement.

Duration of Agreement

This Consultancy Agreement shall come into full force and effect on the effective date [START DATE OF CONSULTANCY] unless otherwise terminated by either party or by mutual agreement of both parties under this Agreement. Accordingly, the Consultancy Services shall commence on [start date of consultancy] and shall continue until [termination date of consultancy].

The Agreement shall continue to be in full force and effect unless and until terminated as provided in Section 25, with no less than 30 days prior written notice.

Compensation and Payment

Unless otherwise expressly agreed, the Consultant shall submit valid invoices to the Client at intervals as agreed to by the Parties. The Client is obligated to provide payment to the Consultant at a rate of [consutancy rates] during the term of this Agreement.

The submitted invoices are expected to outline the details of the total work hours or days per milestone by the Consultant, Sub-consultant, or Substitute, the Services rendered, and the amount of payable fees (including applicable Sales Taxes).

The Consultant shall pay for all expenses where appropriate and reasonably necessary for the effective delivery of the Services herein. The Client may only pay for such expenses exclusively incurred by the Consultant in rendering the Services under this Agreement and expressly agreed by the parties with the Client’s written consent.

Taxation

The Consultant shall be liable for its action(s) or omission(s), and those of its employees and agent(s), and nothing in this Agreement shall be construed as creating an employment, work, agency, or partner relationship between the Client and Consultant.

Accordingly, the Consultant will be deemed an independent contractor and shall be fully responsible for the payment of taxes, including applicable Sales Taxes, levied upon the services delivered under this Agreement. The Consultant agrees to indemnify the Client against all liabilities, claims, costs, or expenses regarding such payment, including interests and penalties.

However, where the Consultant provides appropriate notice to the Client that the Consultant is legally exempted from collecting and paying applicable Sales Taxes, the Client shall pay all applicable Sales Taxes on the Consultancy fees, and the Consultant shall be responsible for remitting such applicable Sales Taxes to the appropriate taxation authority.

Authority

The Consultant does not possess any legal or business decision-making authority on behalf of the Client except otherwise with the Client’s express written consent. Unless otherwise expressly stated, the Consultant does not possess the authority to incur any expenditure on behalf of the Client.

Accordingly, the Consultant shall assume responsibility and pay for all such expenses reasonably necessary to provide its Services under this Agreement effectively. The Client may agree to pay for any such expenses by the Client’s written approval or authorized representative.

Substitution

If the contracted Consultant under this Agreement cannot render the Services or complete them due to any reason, including but not limited to illness or unavailability, the Consultant shall promptly notify the Client within a reasonable time of becoming aware of such circumstances. In such cases, no fee shall be payable by the Client for the period during which the agreed-upon Services are not provided due to the unavailability or inability of the original Consultant.

Upon receiving notice of unavailability or inability, and subject to the Client's approval, the Consultant may appoint a suitable, qualified, and skilled Substitute to perform or complete the Services under this Agreement on its behalf. The Substitute shall be selected with the utmost care to ensure that the quality and standards of service are maintained.

During the period when the Substitute provides the Services, the Consultant shall not charge any additional fees beyond those specified in the original agreement. Any remuneration or compensation due to the Substitute shall be the sole responsibility of the Consultant.

Warranties

The Consultant hereby warrants to the Client that:

The Consultant has the legal right and authorization to enter into this Agreement and perform its obligations herein;

The Consultant possesses all relevant qualifications, licenses, expertise, and experience required to perform its obligations under this Agreement;

The Consultant shall deliver services in a manner that conforms to standard practice and, in the event that the services provided are found to be unsatisfactory, the Consultant will rectify and improve the quality of these services at no extra or additional expense to the Client, in accordance with all its obligations contained herein.

The failure of the Client to enforce any term or provision of this Agreement shall not be construed as a waiver of the Client’s right to enforce all terms and provisions of this Agreement subsequently;

The Consultant shall obtain and maintain all necessary licenses, permits, and approvals required to comply with all applicable legal and regulatory requirements or standards relating to the Consultancy Services being provided under this Agreement and shall produce accurate records of such licenses, permits and approvals for the Client upon request; and

The Consultant together with its employees, personnel, contractors, and sub-contractors shall always comply with any applicable legal and regulatory requirements applying to the business of the Client, as well as the rules and regulations of the Client, where the Consultant has been made aware with reasonable notice by the Client.

All warranties and representations by the Parties expressly set out in this Agreement shall be to the maximum extent permissible by applicable law. There shall be no implied warranties or representations as to the exercise of any right or obligation under this Agreement.

Restrictions

Nothing contained herein shall prohibit the Consultant from engaging in other services, activities, or businesses with other clients during the entire duration of this Agreement provided that:

Such service, activity, or business does not cause a breach of any of the Consultant’s obligations under this Agreement;

Such service, activity, or business does not cause a real or potential conflict of interest between its obligations under this Agreement; and

The Consultant immediately notifies the Client of any such service, activity, or business that may breach its obligations under this Agreement or constitute a conflict of interest, and shall immediately prioritize its obligations under this Agreement over such other engagement.

Insurance

The Consultant shall obtain, hold and maintain a full and comprehensive insurance policy for the entire duration of this Agreement, including but not limited to employment insurance, workers’ compensation insurance, and public liability and property damage insurance.

Indemnification

The Consultant shall have the personal liability for and indemnify the Client for any loss, liability, damage, claim, action, demand, penalty, cost, or expense arising from any breach, negligence, act or omission by the Consultant, its Sub-consultant or Substitute, employees or agents in the process of delivering the Services under this Agreement.

Non-Compete

During the entire duration of this Agreement, and for 12 months following its termination, the Consultant shall not engage in any activity, whether directly or indirectly, in any capacity, that would in any way compete with the Client’s business in which the Consultant is involved.

Accordingly, this non-compete is to be geographically limited to areas and locations of the Client’s operations.

Non-Solicitation

During the entire duration of this Agreement, and for 12 months following its termination, the Consultant shall not, whether directly or indirectly, solicit or attempt to solicit any business from the Client’s customers, employees, or contractors, without the express written consent of the Client.

Intellectual Property

Both Parties hereby agree that the Client shall hold all proprietary rights, titles, and interests in any deliverable resulting from the Consultancy Services delivery under this Agreement, including but not limited to copyrights, patents, trade secrets, trademarks, and designs.

The Consultant shall retain the moral rights to original materials and items produced by the Consultant in connection to the services rendered hereunder. However, any such rights shall not exclude or limit the license and exercise of rights granted to the Client under Section 18 of this Agreement.

License

The Consultant hereby grants, assigns, and transfers to the Client a non-exclusive, worldwide, perpetual and irrevocable license to copy, store, adapt, edit, distribute, display, publish, perform, transmit, reproduce, and otherwise use the deliverables excluding “Third-Party Materials” and “Client Materials.”

Confidentiality

“Confidential Information” is as defined in Section 2 of this Agreement but shall not include any information that is:

Made generally available to the public with no fault of the Consultant;

Lawfully obtained by Consultant from third-parties unrelated to the Client, and without breach of any confidentiality obligation hereunder; or

Mandated to be disclosed by any applicable law or government body.

The Consultant hereby agrees to the following confidentiality obligations under this Agreement:

Keep all confidential information disclosed by the Client strictly confidential and take all necessary precautions against unauthorized disclosure of such Confidential Information;

Refrain from directly or indirectly disclosing, permitting access, transmitting or transferring whether wholly or partially, to any third party, any Confidential Information under this Agreement, without the Client's prior written consent;

Refrain from using or copying any Confidential Information except as may be reasonably required for the delivery of the Services;

Ensure that its employees, contractors, subcontractors, or agents that are granted access to the Client’s confidential information execute a confidentiality agreement under their obligation to protect the Client’s Confidential Information under this Agreement, and furnish the Client with such completed legal documentation upon request;

Ensure that its performance under this Agreement shall not breach any obligation to keep confidential the proprietary information of any previous client of the Consultant or any other third party; and

Promptly notify the Client where any competent court compels the Consultant, authority, or government body to disclose any Confidential Information under this Agreement.

Accordingly, the Consultant hereby agrees that, in addition to all other remedies available to Client under this Agreement or under any relevant law, the Client shall be entitled to obtain damages or injunctions to enforce such obligations.

Accordingly, the provisions of this Section shall survive the termination of this Consultancy Agreement.

Subcontracting

The Consultant, its employees, assigns, or agents shall not sub-contract this Agreement without the Client’s prior written consent or enter into any contract on behalf of the Client as to legally bind Client in any respect whatsoever. Accordingly, the Consultant shall remain responsible to the Client for the performance of any subcontracted obligations under this Agreement.

Assignment

Except otherwise expressly provided under this Agreement, nothing herein shall operate to confer rights or benefits to persons that are not a party to or affiliated with this Agreement. Accordingly, this Agreement shall be to the benefit of both Parties and binding on the successors and permitted assigns of the Parties.

The Consultant shall not in any way assign its rights or obligations herein without the prior written consent of Client. The Client shall also not assign its rights and obligations under this Agreement without prior written notice to the Consultant.

No Employment Status

The Consultant understands its relationship to be that of an independent contractor and not an employee of the Client. The Consultant and any of its employees, contractors, or agents delivering the Services herein are not in any way employees of the Client and are not entitled to receive any employment benefits from the Client.

Accordingly, the Client shall not be required to make contributions for employment insurance, pension plans, health insurance, workers’ compensation, or other similar levies on behalf of any of the Consultant’s employees or personnel.

No Guarantee

The Consultant does not make any warranty or guarantee any specific performance level or result or construe the performances for previous clients as representing any promised level of results.

Communication

Any required notice by the parties under this Agreement shall be appropriately delivered in writing by personal delivery, delivery post, or electronic mail to the recipient party’s addresses as stated in the Schedule to this Agreement.

Accordingly, if notice is delivered by delivery post or registered mail, it shall be considered as given after a period of 7 'Business Days' following the date of delivery of such notice. Notice given by personal delivery shall be deemed to have been given on the day of delivery.

Termination

Notice to terminate this Agreement may be made or given per Section 24 herein in the following ways:

If there is a breach of Agreement, the Client or the Consultant may terminate this Agreement for cause at any time if prior written notice is made to the defaulting party and the named breach is not remedied within 30 Business Days.

In cases not relating to a breach of Agreement, the Client may terminate this Agreement for convenience with no less than 30 Business Days prior written notice and with no liability to make further payment to the Consultant, other than in respect of the amounts accrued before the termination date in Section 6 Accordingly, if the Client desires to terminate this Agreement in writing, all accrued monies receivable by the Consultant shall be due immediately and demandable by the Consultant and charged to the Client’s payment method.

Suppose a law or regulation is passed, the operation or implementation of which would result in the non-performance of the fundamental obligation(s) of any of the parties to this Agreement to the extent as to affect the effective delivery of the Services herein. In that case, this Agreement shall be deemed terminated upon the date of its enforcement.

On the termination date of this Agreement, the Consultant shall immediately deliver to the Client all property categorized as deliverables under this Agreement and within its possession or control.

Following the termination of this Consultancy Agreement for any reason whatsoever, the provisions of Section 7, 13, 14, 15, 16, 17, 18, 19, 25, 27, 28, 29, and any other provision necessary for the adequate and complete interpretation of these Sections shall continue in full force and effect.

Amendment and Modification

Any amendment, modification, or alteration to this Agreement shall be expressly made and fully executed in writing to be duly signed by both Parties hereto.

Any other condition including variations or modifications to the terms set out in this Agreement shall be included in the Appendix to this Agreement and be valid only in writing and signed by or on behalf of the parties hereunder.

Entire Agreement

This Consultancy Agreement constitutes the entire Agreement between both parties. It supersedes and replaces in its entirety all previous agreements, promises, conditions, communications, and understandings by both Parties regarding the subject matter of this Agreement, whether oral or written.

Severability

All sections of this Agreement shall be considered unique and severable. Suppose any section or portion of this Agreement is declared illegal, invalid, or unenforceable. In that case, any such section or portion shall be fully severable. The remaining sections or portions of this Agreement shall remain in full force and effect and any such declaration shall not in any way affect the validity or enforceability of any other section or portion of this Agreement.

Governing Law and Jurisdiction

This Consultancy Agreement shall be governed and construed under the relevant laws of [state or country]. Accordingly, any dispute arising from this Agreement or between the Parties concerning the Consultancy Services herein shall be exclusively resolved in a competent court located in [state or country].

IN WITNESS WHEREOF, the parties have read, understood, and executed this Consultancy Agreement as of [date of execution].

Schedule

Services

ENTER SPECIFIC CONSULTANCY SERVICES

Deliverables

ENTER SPECIFIC DELIVERABLES PER MILESTONE

Timetable

ENTER DETAILED TIMETABLE

Client Materials

ENTER SPECIFIC CLIENT MATERIALS

Financial Provisions

ENTER SPECIFIC FINANCIAL PROVISIONS

Communication

ENTER CONTACT ADDRESS INFORMATION OF BOTH PARTIES